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Debt - Additional Information (Details 2)				12 Months Ended
Debt - Additional Information (Details 2)	Sep. 23, 2024 USD ($)	Sep. 19, 2024 USD ($) shares	Feb. 09, 2024 USD ($) shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) PromissoryNote
Debt Instrument [Line Items]
Number of promissory notes In connection with merger \| PromissoryNote					2
Loss on extinguishment of debt				$ (680,762)	$ 0
Class A Common Stock [Member] \| Sponsor [Member] \| Conversion of 7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Share issued \| shares			17,813
Alco September Promissory Note [Member] \| Conversion and Settlement [Member]
Debt Instrument [Line Items]
Loans payable current		$ 4,711,681
Alco Securities, Issuance date		Sep. 19, 2024
Grant date fair value of warrants issued		$ 3,687,812
Loss on extinguishment of debt	$ 4,808,882
Alco September Promissory Note [Member] \| Conversion and Settlement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants issued \| shares		1,331,340
Alco September Promissory Note [Member] \| Conversion and Settlement [Member] \| Pre-Funded Warrants [Member]
Debt Instrument [Line Items]
Grant date fair value of warrants issued		$ 4,080,194
Alco September Promissory Note [Member] \| Conversion and Settlement [Member] \| Pre-Funded Warrants [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants issued \| shares		1,048,920
Alco September Promissory Note [Member] \| Class A Common Stock [Member] \| Conversion and Settlement [Member]
Debt Instrument [Line Items]
Share issued \| shares		282,420
Grant date fair value of shares issued		$ 1,098,614
7GC Promissory Notes [Member]
Debt Instrument [Line Items]
Loans payable current			$ 2,540,091

Goodwill

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

11. Goodwill

The following is a summary of goodwill by reportable segment as of and for the years ended December 31, 2024 and 2023:


	Banzai Operating Co.		OpenReel			Consolidated
Goodwill - December 31, 2023	$	2,171,526	$	—		$	2,171,526
Additions to goodwill (Note 5)		—		19,526,409			19,526,409
Accumulated impairment losses		—		—			—
Impairment		—		(2,725,460	)		(2,725,460	)
Goodwill - December 31, 2024	$	2,171,526	$	16,800,949		$	18,972,475

We identify our reporting units in accordance with the FASB ASC Subtopic 280. The carrying value and fair value for intangible assets and goodwill for a reporting unit are calculated based on key assumptions and valuation methodologies. The discounted cash flow methodology is a widely accepted valuation technique utilized by market participants in the transaction evaluation process and has been applied consistently. We also considered our market capitalization at December 31, 2024 and December 31, 2023, as compared to the aggregate fair values of our reporting units, to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. Management further supports its conclusions by assessing a combination of an income valuation methodology, comprising a discounted cash flow analysis and market valuation methodologies, comprising the guideline public company and guideline transaction methods. The estimates and assumptions made in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties related to future sales, gross margins, and advertising and marketing expenses, which can be impacted by increases in competition, changing consumer preferences, technology development expenses, technical advances, and inflation. The discount rate assumption may be influenced by such factors as changes in interest rates and rates of inflation, which can have an impact on the determination of fair value. If these assumptions are adversely affected, we may be required to record additional impairment charges in the future.

At December 31, 2023, the Company had one operating segment which was deemed to be its only reporting unit, and as such goodwill was allocated to that one reporting unit and the carrying value was determined based on the equity of the entire company for purposes of evaluating goodwill impairment. As of December 31, 2023, the reporting unit had a negative carrying value. No impairment of goodwill was identified as of December 31, 2023.

At December 31, 2024, as the Company has two operating segments which were deemed to be its reporting units, goodwill is allocated to each reporting unit and the carrying value of each reporting unit is determined based on the present value of the reporting unit's specific discounted cash flows for purposes of evaluating goodwill impairment. As of December 31, 2024, the date of the last goodwill impairment analysis, the Banzai Operating Co. reporting unit had a negative carrying value, and no impairment to goodwill was identified as of December 31, 2024. As of December 31, 2024, the OpenReel reporting unit had a carrying value that exceeded the fair value of the reporting unit. As such an impairment to goodwill $2.7 million was identified as of December 31, 2024.

Summary of Significant Accounting Policies - Acquired Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 3,903,320
Less: Accumulated amortization	(19,467)
Intangible assets, net	$ 3,883,853
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	7 years
Intangible assets, gross	$ 588,710
Trade name
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Intangible assets, gross	$ 899,600
Technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	6 years
Intangible assets, gross	$ 2,415,010

- 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

Deferred Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Deferred Revenue Disclosure [Abstract]

Summary of Changes in Total Deferred Revenue

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


	Year Ended			Year Ended
	December 31, 2024			December 31, 2023
Deferred revenue, beginning of period	$	1,214,096		$	930,436
Billings		4,362,730			4,781,924
Revenue recognized (prior year deferred revenue)		(1,214,096	)		(930,436	)
Revenue recognized (current year deferred revenue)		(3,091,333	)		(3,567,828	)
OpenReel deferred revenue - short-term		2,663,230			—
Deferred revenue - short-term, end of period		3,934,627			1,214,096
OpenReel deferred revenue - long-term		117,643			—
Deferred revenue - short-term and long-term, end of period	$	4,052,270		$	1,214,096

Going Concern

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Going Concern

2. Going Concern

As of December 31, 2024 the Company had cash of approximately $1.1 million. For the year ended December 31, 2024, the Company used approximately $9.6 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, 2024, the Company had an accumulated deficit of approximately $78.3 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 financings (see Note 14) and equity financings associated with the Yorkville SEPA (as defined in Note 18). 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.

On September 16, 2024, the Company committed to a reduction in force (the "Reduction") intended to decrease expenses and maintain a streamlined organization to support key programs and customers, and that is expected to conserve cash. As part of the Reduction, the Company reduced its headcount by 24 employees, which represented approximately 34% of the Company's full-time employees as of September 15, 2024. The cost-saving measures from the Reduction reduced annual operating expenses by approximately $0.8 million beginning in the fourth quarter of 2024. The Company incurred total restructuring charges of approximately $0.1 million, including severance payments in connection with the Reduction. The Company completed the reduction in October, 2024.

These accompanying 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.

Fair Value Measurements - Summary of Fair Value on Recurring Basis (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	$ 18,972,475	$ 2,171,526
Goodwill, Acquired During Period	19,526,409
Nonrelated Party [Member]
Liabilities:
1800 Diagonal convertible notes		3,112,518
Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Bifurcated embedded derivative asset - related party	63,000	0
Liabilities:
1800 Diagonal convertible notes		6,651,671
OpenReel [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	16,800,949
Goodwill, Acquired During Period	19,526,409
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Definite lived intangibles at acquisition date	3,903,320
Definite lived intangibles Measured at impairment testing	3,883,853
Goodwill	18,972,475	2,171,526
Liabilities:
GEM warrant liabilities	15,000	641,000
Yorkville convertible note		1,766,000
Agile term notes	3,143,000
1800 Diagonal convertible notes	432,000
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Bifurcated embedded derivative asset - related party	63,000
Fair Value, Inputs, Level 3 [Member] \| OpenReel [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	19,526,409
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities - public	$ 2,300	$ 575,000

Stockholders' Deficit

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

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.

There were 8,195,163 shares (5,884,029 Class A Common Stock and 2,311,134 Class B Common Stock) issued and outstanding at December 31, 2024 and 2,585,297 shares (274,163 Class A Common Stock and 2,311,134 Class B Common Stock) issued and outstanding at December 31, 2023.

May 22, 2024 Equity Financing

On May 22, 2024, Banzai entered into a securities purchase agreement with accredited investors, providing for the issuance and sale of 104,556 shares of the Company’s Class A Common Stock (“Common Stock”), pre-funded warrants, exercisable into 173,223 shares of Class A Common Stock (the “Pre-Funded Warrants”), and common warrants exercisable into 277,778 shares of Class A Common Stock (the “Common Warrants”) in a registered direct offering priced at-the-market under Nasdaq rules for a purchase price of $9.00 per share (the “ May 2024 Offering”). The Common Warrants have an exercise price of $9.00 per share and the Pre-Funded Warrants have an exercise price of $0.005 per share, are exercisable immediately on the date of issuance (the “Initial Exercise Date”). The Common Warrants expire five years from the Initial Exercise Date while the Pre-Funded Warrants do not expire. The aggregate gross proceeds to the Company from the May 2024 Offering were approximately $2.5 million. The Company incurred approximately $0.6 million of transaction fees which are recognized as a stock issuance cost and reflected as a reduction within additional paid-in capital. The net proceeds to the Company from the Private Placement were approximately $1.9 million. The Company used the net proceeds from the May 2024 Offering for working capital and general corporate purposes. The closing of the sale of these securities occurred on May 28, 2024. The securities were issued pursuant to the Company’s registration statement on Form S-1/A filed with the SEC on May 16, 2024 (File No. 333-278871) and became effective on May 21, 2024. As of December 31, 2024 all Pre-Funded warrants were exercised.

A.G.P./Alliance Global Partners (“AGP”) acted as placement agent for the May 2024 Offering, pursuant to a placement agency agreement, dated May 22, 2024, between the Company and AGP (the “Placement Agency Agreement”). Under the Placement Agency Agreement, AGP received a fee in the form of (a) a cash fee equal to 7.0% of the aggregate purchase price paid by each purchaser of securities that were sold in the May 2024 Offering (the “Cash Fee”); provided, however, that the Cash Fee was reduced by an amount equal to $25,000 to be paid to the Company’s financial advisor, and (b) warrants (the “Placement Agent Warrants”) to purchase Class A Common Stock equal to 6% of the aggregate number of shares of Class A Common Stock sold in the May 2024 Offering at an exercise price per share equal to 110% of the price per share of Class A Common Stock sold in the May 2024 Offering. The Company recognized the Placement Agent Warrants as a stock issuance cost as they are issued for services in connection with an offering.

The Company additionally incurred approximately $409,000 of legal fees associated with the May 2024 Offering which is recognized as a stock issuance cost and reflected as a reduction within additional paid-in capital.

May 22, 2024 Common Warrants

As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 104,556 shares of the Company's Class A Common Stock, the Company issued Common Warrants, exercisable into 277,778 shares of Class A Common Stock, which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815 as such were classified in stockholder's equity. The measurement of fair value of the Common Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $9.00, exercise price of $9.00, term of five years, volatility of 87%, risk-free rate of 4.6%, and expected dividend rate

of 0%). The relative fair value of these Common Warrants, net of issuance costs, on date of issuance was estimated to be approximately $722,000 and is reflected within additional paid-in capital.

May 22, 2024 Pre-Funded Warrants

As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 104,556 shares of the Company's Class A Common Stock, the Company issued Pre-Funded Warrants, exercisable into 173,223 shares of Class A Common Stock, which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815 as such were classified in stockholder's equity. were classified in stockholder's equity. The measurement of fair value of the Pre-Funded Warrants were determined as the intrinsic value calculated as the Common Stock price on the issuance date minus the exercise price. The relative fair value of these Pre-Funded Warrants, net of issuance costs, on date of issuance was estimated to be approximately $660,000 and is reflected within additional paid-in capital. On May 28, 2024 the Pre-Funded warrants were exercised.

May 22, 2024 Placement Agent Warrants

As discussed above, on May 22, 2024, in conjunction with the issuance and sale of 104,556 shares of the Company's Class A Common Stock and Pre-Funded Warrants, the Company issued Placement Agent Warrants, exercisable into 16,667 shares of Class A Common Stock. As the Placement Agent Warrants were issued for services provided in facilitating the May 2024 Offering, the Company recorded the fair value of such Placement Agent Warrants of approximately $100,000 as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $9.00, exercise price of $9.00, term of five years, volatility of 87%, risk-free rate of 4.6%, and expected dividend rate of 0%).

September 24, 2024 Equity Financing

On September 24, 2024, Banzai entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (“Q3 2024 Pre-Funded Warrants”) to purchase up to 1,176,471 shares of Common Stock, at an exercise price of $0.001 per share, (ii) Series A warrants (the “Series A Warrants”) to purchase up to 1,176,471 shares of Common Stock, at an exercise price of $4.00 per share, and (iii) Series B warrants (the “Series B Warrants” ) to purchase up to 1,176,471 shares of Common Stock at an exercise price of $4.00 per share. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen (18) months from the date of issuance. The combined purchase price per Q3 2024 Pre-Funded Warrant and accompanying Series A Warrants and Series B Warrants was $4.249. The Private Placement closed on September 26, 2024. On September 26, 2024, the securities were issued pursuant to the Company’s registration statement on Form S-1 that was filed with the SEC on October 4, 2024 (File No. 333-282506) and became effective on November 6, 2024. The aggregate gross proceeds to the Company from the Private Placement were approximately $5.0 million. The Company incurred approximately $0.6 million of transaction fees which are recognized as a stock issuance cost and reflected as a reduction within additional paid-in capital. The net proceeds to the Company from the Private Placement were approximately $4.4 million.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of September 12, 2024, as amended, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company shall not sell equity securities without prior consent from Wainwright. The Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Q3 2024 Pre-Funded Warrants, Series A Warrants, or Series B Warrants), and (iii) a non-accountable expense allowance of $50,000. In addition, the Company issued to Wainwright or its designees warrants (the “Q3 2024 Placement Agent Warrants”) to purchase up to an aggregate of 88,235 shares of Common Stock at an exercise price equal to $5.3125 per share and, if any Q3 2024 Pre-Funded Warrants, Series A Warrants, or Series B Warrants are exercised for cash will be obligated to issue to Wainwright additional Q3 2024 Placement Agent Warrants equal to 7.5% of the total Q3 2024 Pre-Funded Warrants, Series A Warrants, or Series B Warrants exercised, if any. The Q3 2024 Placement Agent Warrants have substantially the same terms as the Q3 2024 Pre-Funded Warrants, Series A Warrants, and Series B Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance. The Company recognized the Q3 2024 Placement Agent Warrants as a stock issuance cost as they are issued for services in connection with an offering.

On December 10, 2024, the Company entered into the OpenReel Merger Agreement. Since the OpenReel Merger Agreement requires the Company to issues shares to the OpenReel Stockholders and file a registration statement to register those shares,

the Investor agreed to waive the Protective Provisions mentioned above (the “Waiver”). In consideration of the Waiver, the Company agreed to reduce the exercise price of the Series A and Series B Warrants from $4.00 to $2.50 per share.

September 26, 2024 Series A Warrants and Series B Warrants

As discussed above, on September 26, 2024, the Company issued a total of 2,352,942 Series A and B Warrants which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815 as such were classified in stockholder's equity. The measurement of fair value of the Series A and B Warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $6.08, exercise price of $4.00, term of 5 years for the Series A Warrants and 1.5 years for the Series B Warrants, volatility of 90% for the Series A Warrants and 132% for the Series B Warrants, risk-free rate of 3.6% for the Series A Warrants and 3.8% for the Series B Warrants, and expected dividend rate of 0.0%). The relative fair value of these Series A and Series B Warrants, net of issuance costs, on date of issuance was estimated to be approximately $2,372,000 and is reflected within additional paid-in capital.

September 26, 2024 Pre-Funded Warrants

As discussed above, on September 26, 2024, the Company issued 1,176,471 Q3 2024 Pre-Funded Warrants which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815 as such were classified in stockholder's equity. were classified in stockholder's equity. The measurement of fair value of the Q3 2024 Pre-Funded Warrants were determined as the intrinsic value calculated as the common stock price on the issuance date minus the exercise price. The relative fair value of these Pre-Funded Warrants, net of issuance costs, on date of issuance was estimated to be approximately $1,638,000 and is reflected within additional paid-in capital. On November 7, 2024 the Pre-Funded warrants were exercised.

September 26, 2024 Placement Agent Warrants

As discussed above, on September 26, 2024, the Company issued 88,235 Q3 2024 Placement Agent Warrants. As the Q3 2024 Placement Agent Warrants were issued for services provided in facilitating the Private Placement, the Company recorded the fair value of such Q3 2024 Placement Agent Warrants of approximately $393,000 as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $6.08, exercise price of $5.31, term of 5 years, volatility of 90%, risk-free rate of 3.6%, and expected dividend rate of 0.0%).

September 2024 Alco Promissory Note Conversion and Settlement

As discussed per Note 11 - Debt, on September 19, 2024, the Company issued 282,420 shares of Class A Common Stock, Warrants to purchase up to 1,331,340 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock (collectively, the “Alco Securities”) to Alco, in full settlement of all amounts outstanding to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase up shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $1,098,614, $3,687,812, and $4,080,194, respectively. The measurement of fair value of the Class A Common Stock Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $3.89 - Determined as the negotiated share price calculated using a 5 day average price preceding September 20, 2024, exercise price of $4.02, term of 5 years, volatility of 87%, risk-free rate of 3.5%, and expected dividend rate of 0.0%).

September 2024 CP BF Conversion and Settlement

As discussed per Note 11 - Debt, on September 23, 2024, the Company issued 260,849 shares of Class A Common Stock, Warrants to purchase up to 565,553 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 304,704 shares of Class A Common Stock to CP BF, in settlement of $2,000,000 of the outstanding debt. The grant date fair value of the Class A Common Stock, CP BF Warrant and CP BF Pre-Funded Warrant to purchase shares of Class A Common Stock, were determined to be $1,014,703, $1,185,268, and $1,577,893, respectively. The measurement of fair value of the Class A Common Stock Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $3.89, exercise price of $3.89, term of 5 years, volatility of 87%, risk-free rate of 3.5%, and expected dividend rate of 0.0%). The measurement of fair value of the CP BF Pre-Funded Warrants were determined as the intrinsic value calculated as the common stock VWAP used in negotiations on the issuance date minus the exercise price. On October 15, 2024 the Pre-Funded warrants were exercised.

OpenReel Acquisition Pre-Funded Warrants

As discussed above in Note 5 - Acquisition of OpenReel, on December 18, 2024, the Company issued 11,769,501 Pre-Funded Warrants and 1 share of Series FE Preferred Stock, which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815. As such these were classified in stockholder's equity.

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, 2024 and 2023, one and no shares of preferred stock were outstanding, respectively.

Series FE Preferred Stock

In connection with and as a condition to closing under the Merger Agreement (see Note 5 - Acquisition of OpenReel), on the Closing Date, the Company issued one (1) share of series FE preferred stock, par value $0.0001 per share (the “Series FE Preferred Stock”), to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC. The Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder's fully-diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable.

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) 10,000 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, 2024 and 2023.

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 14,201 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 Promissory Notes, 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 Promissory Notes at a purchase price equal to the lower of (i) $500.00 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 $100.00 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 $100.00 per share of Class A common stock (the “Conversion Price”). At any time that there is a balance outstanding under the Yorkville Promissory Notes, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Promissory Notes agreement.

There were two Advance Notices issued pursuant to the SEPA during the period ended December 31, 2024 or as of the date that these financial statements were issued, apart from the Premium Advance which was issued pursuant to the terms of the Amended Debt Agreement (see Note 14 - Debt).

On December 18, 2024, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 630,000 shares of the Company's Class A Common Stock. The Advance Notice was, at the Company's election, subject to the Option 2 Pricing Period provisions of the SEPA, and was settled on December 23, 2024. Upon the settlement on December 23, 2024, Yorkville purchased 550,000 shares of the Company's Class A Common Stock at $1.61 per share for a total purchase price of approximately $881,000. The closing price of the Company's stock on the December 23, 2024 settlement date was $1.68 per share.

On December 30, 2024, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 650,000 shares of the Company's Class A Common Stock. The Advance Notice was, at the Company's election, subject to the Option 2 Pricing Period provisions of the SEPA, and was accordingly not settled until January 3, 2025. Upon issuance of the Advance Notice, the Company became obligated to sell up to the requested number of shares, and thus had an outstanding obligation to sell up to 650,000 shares of Class A Common Stock as of December 31, 2024. Refer to Note 22 for further information.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-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
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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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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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/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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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Acquisition of OpenReel - Summary of Pro Forma Financial Information (Details) - OpenReel [Member] - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Revenue	$ 10,604,538	$ 12,081,328
Cost of revenue	2,254,010	2,519,147
Operating expenses	21,778,659	20,544,964
Total other expenses (income), net	18,061,763	4,662,025
Loss before income taxes attributable to common stockholders	$ (31,489,894)	$ (15,644,808)

Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	61.00%	80.00%
Expected volatility maximum	69.57%	110.95%
Risk-free interest rate	3.71%	3.46%
Risk-free interest rate maximum	4.45%	4.31%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 293	$ 599
Exercise price	$ 250	$ 599
Expected term (in years)	6 years 29 days	6 years 29 days
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 15	$ 419
Exercise price	$ 5.85	$ 419
Expected term (in years)	5 years 7 months 9 days	5 years

Revenue - Summary of Accounts Receivable, Net (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Opening Balance	$ 105,049	$ 68,416
Closing Balance	$ 936,321	$ 105,049

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,245,530	261,533
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	25,661	14,962
RSU's [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	340,783
Public Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	230,000	230,000
GEM Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,571	16,571
Common Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,527,613
Placement Agent Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	104,902

Income Taxes - Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred Costs [Abstract]
Net operating loss carryforwards	$ 12,347,734	$ 6,368,669
Contribution carryforwards	23,718	24,626
Tax credits	91,889
Stock-based compensation	157,165	155,404
Accrual to cash adjustment		1,299
Starup costs & other intangibles	1,700,257	1,816,143
Acquired intangibles	(870,569)
Lease Liabilities	16,339	52,805
Right of use assets	(16,308)	(30,236)
Accrued expenses	651,519
Capitalized R&D costs (Sec. 174)	1,930,337	798,802
Other	8,182	(3,363)
Total deferred tax assets	16,040,263	9,184,149
Valuation allowance	(16,040,263)	(9,184,149)
Deferred tax asset, net of allowance	$ 0	$ 0

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Operating leases:
Operating lease right-of-use assets	$ 72,565	$ 134,013
Operating lease liability, current	22,731	234,043
Operating lease liability, non-current	49,974	0
Total operating lease liabilities	$ 72,705	$ 234,043
Weighted-average remaining lease term:
Operating leases (in years)	2 years 9 months 29 days	9 months 3 days
Weighted-average discount rate:
Operating leases	9.40%	6.76%

Acquisition of OpenReel - Summary of Preliminary Fair Value of the Consideration Transferred (Details) - OpenReel [Member]	Dec. 18, 2024 USD ($)
Business Acquisition [Line Items]
Total consideration paid	$ 20,826,920
Pre-Funded Warrants [Member]
Business Acquisition [Line Items]
Total consideration paid	19,300,805
Common Stock [Member]
Business Acquisition [Line Items]
Total consideration paid	$ 1,526,115

Fair Value Measurements - Summary of Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Related Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance		$ 1,936,827
Issuance of convertible notes with bifurcated embedded derivative		1,126,451
Change in fair value	$ (51,000)	(3,063,278)
Third Party [Member]
Subsidiary, Sale of Stock [Line Items]
Beginning balance		845,473
Issuance of convertible notes with bifurcated embedded derivative		559,390
Change in fair value		$ (1,404,863)

Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		$ 8,802,196
Change in fair value	$ 0	(2,752,430)
Conversion of SAFEs	$ 0	(6,049,766)
Third Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance		663,804
Change in fair value		(207,570)
Conversion of SAFEs		$ (456,234)

Summary of Significant Accounting Policies - Summary of Capitalized Deferred Offering Costs (Details) - USD ($)	Dec. 31, 2023	Dec. 14, 2023
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized	$ 0	$ 3,233,097
SPAC-related Legal Fees [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		2,973,077
Investment Bank Advisory Services [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		135,000
Federal Trade Commission filing fees [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs capitalized		$ 125,020

Fair Value Measurements - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Bifurcated embedded derivative net assets	$ 63,000
Conversion upon simple agreements for future equity	0	$ 0
Simple Agreements for Future Equity (SAFE) [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes			$ 3,836,000
Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Loss of changes in the fair value of the Yorkville convertible note	$ 693,000
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants outstanding	230,000	230,000
Gain (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities	$ 572,700
GEM Warrants Liability [Member]
Fair Value Measurements (Details) [Line Items]
Gain (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities	$ 626,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

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 December 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	December 31, 2024	December 31, 2023
Assets:
Bifurcated embedded derivative asset - related party	3	$63,000	$—
Definite-lived intangibles*	3	$3,903,320	$—
Definite-lived intangibles**	3	$3,883,853	$—
Goodwill - OpenReel (Note 5)*	3	$19,526,409	$—
Goodwill**	3	$18,972,475	$2,171,526
Liabilities:
Warrant liabilities - public	1	$2,300	$575,000
GEM warrant liabilities	3	$15,000	$641,000
Yorkville convertible note	3	$—	$1,766,000
Agile term notes	3	$3,143,000	$—
1800 Diagonal convertible notes	3	$432,000	$—

* Certain assets measured at the acquisition date

** Measured at year-end impairment testing

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 year ended December 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		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 16 - 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		(2,752,430	)		(207,570	)
Conversion on SAFEs		(6,049,766	)		(456,234	)
Balance at December 31, 2023	$	—		$	—

CP BF Convertible Notes [Member]

Fair Value Measurements (Details) [Line Items]

Schedule of Derivate Assets

The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative asset for the year ended December 31, 2024, relating to the Convertible Note to CP BF issued on September 23, 2024, which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Fair Value
	CP BF Convertible
Issuance of convertible notes with bifurcated embedded derivative asset	$	12,000
Change in fair value		51,000
Balance at December 31, 2024	$	63,000

Agile Term Notes [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Range of key Inputs at Issuance

The range of key inputs at issuance of the Agile term notes and for the period ended December 31, 2024, were as follows:


	July Agile Note						September Agile Note						December Agile Note
Key Inputs	July 22, 2024			December 12, 2024			September 13, 2024			December 12, 2024			December 12, 2024			December 31, 2024
Contractual term (years)		0.55			-			0.48			0.43			0.61			0.56
Interest rate		18.92	%		9.30	%		14.37	%		9.33	%		9.48	%		10.13	%

1800 Diagonal Convertible Notes [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Range of key Inputs at Issuance

The range of key inputs for the Black-Scholes simulations at issuance of the 1800 Diagonal convertible notes and for the year ended December 31, 2024, were as follows:


	August 1800 Diagonal Note						September 1800 Diagonal Note						December 1800 Diagonal Note
Key Inputs	August 16, 2024			December 31, 2024			September 24, 2024			December 31, 2024			December 10, 2024			December 31, 2024
Stock price	$	5.58		$	1.53		$	8.24		$	1.53		$	2.05		$	1.53
Contractual term (years)		0.84			0.46			0.86			0.59			0.86			0.80
Risk-free rate		5.00	%		4.25	%		4.34	%		4.23	%		4.29	%		4.19	%
Volatility(1)		114	%		191	%		192	%		264	%		222	%		232	%
Maturity probability		80	%		80	%		80	%		80	%		75	%		75	%
Default probability		20	%		20	%		20	%		20	%		25	%		25	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(1) The Company utilized historical equity volatility in measurement of the fair value of the notes.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

- 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

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Components of lease expense:
Operating lease cost	$ 145,674	$ 199,611
Sublease income	(117,084)	(204,324)
Total lease (income) cost	$ 28,590	$ (4,713)

Acquisition of OpenReel - Summary of Intangible Assets Acquired and their Associated Estimated Acquisition Date Fair Values (Details) - USD ($)		12 Months Ended
	Dec. 18, 2024	Dec. 31, 2024
Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated Useful Life		7 years
Trade Name [Member]
Business Acquisition [Line Items]
Estimated Useful Life		15 years
Technology [Member]
Business Acquisition [Line Items]
Estimated Useful Life		6 years
OpenReel [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated Useful Life	7 years
Acquisition Date Fair Value	$ 588,710
OpenReel [Member] \| Trade Name [Member]
Business Acquisition [Line Items]
Estimated Useful Life	15 years
Acquisition Date Fair Value	$ 899,600
OpenReel [Member] \| Technology [Member]
Business Acquisition [Line Items]
Estimated Useful Life	6 years
Acquisition Date Fair Value	$ 2,415,010

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

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, 2024 and 2023, respectively, and the results of operations and cash flows for the years ended December 31, 2024 and 2023, respectively.

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 debt instruments reported at fair value, determination of the consideration transferred and purchase price allocated to assets acquired and liabilities assumed for acquisitions which are based on their estimated fair values at the date of acquisition, estimated useful lives of finite-lived intangible assets, and recognition and measurement of stock compensation.

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, 2024 and 2023, respectively, 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, 2024 and 2023, the Company determined an allowance for credit losses of $24,210 and $5,748 was required, respectively. Further, for the years ended December 31, 2024 and 2023, the Company recognized bad debt expenses for accounts receivable balances of $18,462 and $65,013, respectively.

The following table presents changes in the allowance for credit losses for the year ended December 31, 2024:


Balance - December 31, 2023	$	5,748
Change in provision for credit losses		18,462
Balance - December 31, 2024	$	24,210

Deferred Sales Commissions

Sales commissions earned by the Company's sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit the Company has determined to be three (3) years. The Company determined the period of benefit by taking into consideration the average contractual customer term, technology obsolescence and other factors.

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).

Intangible Assets and Impairment of Long-Lived Assets

Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets are composed of developed technology, trade names and customer lists (see Note 5), video material licenses, a web domain, and patents. Intangible assets subject to amortization consist of the following:


	Estimated Useful Life (years):	December 31, 2024
Customer relationships	7	$	588,710
Trade name	15		899,600
Technology	6		2,415,010
			3,903,320
Less: Accumulated amortization			(19,467	)
Intangible assets, net		$	3,883,853

Total amortization expense related to intangible assets was $19,467 for the year ended December 31, 2024. Expected amortization expense is as follows:


Year Ending December 31, 2025	$	546,576
Year Ending December 31, 2026		546,576
Year Ending December 31, 2027		546,576
Year Ending December 31, 2028		546,576
Year Ending December 31, 2029		546,576
Thereafter		1,150,973
Total	$	3,883,853

The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges through December 31, 2024.

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, 2024, the Company had two operating segments, which were deemed to be its reporting units, for the purpose of evaluating goodwill impairment. Refer to Note 21 for further discussion of the Company's segment reporting.

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 factors considered in the qualitative assessment include macroeconomic conditions, industry and market conditions and overall financial performance of the Company, among other factors. Under a quantitative assessment, the Company will estimate the fair value of the Company through a combination of income and market approach valuation methodologies.

The Company completed its annual goodwill impairment test as of December 31, 2024. For the annual test, the Company bypassed the qualitative assessment and proceeded directly to the quantitative impairment test based on the stock price of the Company on the measurement date and economic uncertainty. To perform the quantitative assessment, the Company estimated the fair value of equity using the market capitalization method of the market approach, consideration of initiatives unknown by the market and evaluation of any implied control premium. Management further supported the conclusions by assessing a combination of an income valuation methodology, comprising a discounted cash flow analysis and market valuation methodologies, comprising the guideline public company and guideline transaction methods.

The market capitalization method calculated the aggregate market value of the Company based on the total number of outstanding shares of common and preferred stock and the market prices of the shares as of the assessment date. The Company evaluated conditions that were unknown by the market as of the assessment date and how a market participant would evaluate an implied control premium for the Company. The implied control premium was supported using a discounted cash flow analysis that contemplated the present value of assumed market participant cost savings and synergies.

The discounted cash flow (“DCF”) estimated the present value of future cash flows. A DCF analysis requires significant judgment to model financial forecasts, which included revenue growth, cost of sales as a percentage of revenue, gross profit margin, operating expenses as a percentage of revenue, EBITDA margin, EBITDA growth, industry and economic trends, and other relevant considerations. For periods beyond those forecasted, a terminal value was estimated based on an assumed long-term growth rate, which was derived using the Gordon Growth Model. The discount rate applied to the forecasted cash flows was calculated using a build-up approach, which starts with the risk-free interest rate, which was then calibrated for market and

small stock risk premiums, including a beta, equity risk, size, and small stock risk premiums to reflect risks and uncertainties in the financial market and in the Company’s business projections.

The market approach for the guideline public company method utilizes observable market data from comparable public companies, including revenue multiples, to estimate the Company’s fair value. This approach also incorporates a control premium to represent the Company’s expectation of a hypothetical acquisition. The market approach for the guideline transaction method utilizes observable transactions of actual prices paid for target companies that operated in comparable industries or markets facing similar risks. Both methods of the market approach require judgment in the selection of comparable companies or comparable transactions and includes those with similar business activities, and related operating environments.

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 was a $2.7 million impairment of goodwill recorded to the OpenReel reporting unit for the year ended December 31, 2024, and no impairment of goodwill recognized on the Banzai Operating Co. reporting unit for the years ended December 31, 2024 and 2023, respectively.

Deferred Offering Costs

In 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:


	December 14, 2023
SPAC-related legal fees	$	2,973,077
Investment bank advisory services		135,000
Federal Trade Commission filing fees		125,020
Total deferred offering costs capitalized	$	3,233,097

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

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, 2024, one customer accounted for 10% or more of accounts receivable with a concentration of 14% of the total accounts receivable balance. At December 31, 2023, no customers accounted for 10% or more of accounts receivable. For the years ended December 31, 2024 and 2023, no customers accounted for 10% or more of total revenues.

At December 31, 2024 and 2023, two suppliers and one supplier accounted for 10% or more of accounts payable, respectively.

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 and pre-funded warrants 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 Year Ended December 31,
	2024			2023
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(31,095,029	)	$	(14,406,262	)

Denominator:
Weighted average shares—basic and diluted		4,458,169			2,401,988
Net loss per share attributable to common shareholders—basic and diluted	$	(6.97	)	$	(6.00	)

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,
	2024		2023
Options		25,661		14,962
RSUs		340,783		—
Public warrant shares		230,000		230,000
GEM warrant shares		16,571		16,571
Common warrant shares		4,527,613		—
Placement agent warrant shares		104,902		—
Total		5,245,530		261,533

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 customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs).

Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of 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 $467,897 and $941,737 for the years ended December 31, 2024 and 2023, 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

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 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, 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 years ended December 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 December 31, 2024 and 2023.

Business Combinations

The purchase price for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the identifiable net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Refer to Note 5 for further discussion.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In December 2023, the FASB issued ASU 2023-09, Income Taxes (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 consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption of the amendment is permitted. The Company is currently evaluating the guidance and its impact to its consolidated financial statements and related disclosures.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements through enhanced disclosures over significant segment expenses regularly provided to the Chief Operating Decision Maker ("CODM"), extending certain annual

disclosures to interim periods, and through permitting more than one measure of segment profit or loss to be reported under certain conditions. The Company adopted this guidance effective December 31, 2024, on a retrospective basis. Refer to Note 21 for further information.

Derivative Warrant Liabilities

12 Months Ended

Dec. 31, 2024

Derivative Warrant Liabilities [Line Items]

Warrant Liabilities

15. Warrant Liabilities

Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 230,000 shares of Common Stock of the Company, and which remained outstanding as of December 31, 2024. The Public Warrants have an exercise price of $575.00 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 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 December 31, 2024.

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $900.00

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

•

in whole and not in part;

•

at a price of $0.50 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 $900.00 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 $900.00 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 $575.00 (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 14 - 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 16,571 shares at an exercise price of $324.50 per share. 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. Upon the closing of the OpenReel Merger (as discussed in Note 5), the exercise price of the GEM Warrants were adjusted to the price equal to 105% of the consideration per share paid which resulted in a strike price of $1.83. The effect of the change in strike price feature being triggered resulted in a change of value of approximately $15,000 which is recorded in the statement of operations line change in fair value of warrant liability.

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

The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). As of December 31, 2024 and December 31, 2023, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, were $15,000 and $641,000, respectively.

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

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

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2024 USD ($) Segment ReportingUnit	Dec. 31, 2023 USD ($) Segment ReportingUnit	Dec. 14, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Allowance for credit losses	24,210	5,748
Bad debt expenses for accounts receivable	18,462	$ 65,013
Amortization expense	$ 19,467
Number of operating segments \| Segment	2	1
Number of reporting units \| ReportingUnit	2	1
Goodwill impairment	$ 2,725,460	$ 0
Deferred offering costs		0	$ 3,233,097
Revenue	4,527,879	4,561,300
Advertising costs	467,897	941,737
OpenReel [Member]
Summary of Significant Accounting Policies [Line Items]
Goodwill impairment	2,725,460
Banzai Operating Co. [Member]
Summary of Significant Accounting Policies [Line Items]
Goodwill impairment	$ 0	$ 0
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk, percentage	14.00%
Computer Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives	3 years

Acquisition of OpenReel

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Acquisition of OpenReel

5. Acquisition of OpenReel

On December 18, 2024, the Company closed a previously announced merger (the “OpenReel Merger”, the consummation of the Merger, the “OpenReel Closing”) with ClearDoc, Inc., a Delaware corporation doing business as OpenReel (“OpenReel”). OpenReel is a remote video capture technology provider that provides subscription-based software as a service (“SaaS”)

offerings to enterprise, media, entertainment and agency teams to remotely control, direct, script, film, and collaborate on high definition video projects from a mobile device or webcam. The merger became effective pursuant to an Agreement and Plan of Merger (the “OpenReel Merger Agreement”) dated December 10, 2024, by and among the Company, OpenReel, certain stockholders of OpenReel (the “OpenReel Stockholders”), and Banzai Reel Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“OpenReel Merger Sub”) which was formed solely for the purpose of consummating the OpenReel Merger. Upon the OpenReel Closing, the OpenReel Merger Sub merged with and into OpenReel, with OpenReel being the surviving entity thereafter as a direct and wholly owned subsidiary of the Company named “OpenReel, Inc.”. The OpenReel Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The Company's primary reason for acquiring OpenReel was to enhance revenue growth and strengthen the Company's competitive market position through cross selling opportunities.

At the effective time of the OpenReel Merger (the “OpenReel Effective Time”), each share of capital stock of OpenReel issued and outstanding immediately prior to the OpenReel Effective Time, was converted into the right to receive Company Class A Common Stock, par value $0.0001 per share, and pre-funded warrants, each exercisable for one (1) share of Company Class A Common Stock at an exercise price of $0.0001 (the “Pre-Funded Warrants”), issued in lieu thereof, in an amount equal to the quotient of $19,600,000 divided by the Conversion Price (the “Conversion Price” defined as the 10-day VWAP (“volume weighted average price”), provided that in no event shall the Conversion Price be less than $1.50 or more than $2.25) (the “OpenReel Merger Consideration).

The OpenReel Merger Consideration consisted of an aggregate of 930,558 shares of Company Class A Common Stock, 11,769,501 Pre-Funded Warrants, and in connection with and as a condition to closing under the OpenReel Merger, the issuance of one (1) share of series FE preferred stock, par value $0.0001 per share (the “Series FE Preferred Stock”) to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC. The Pre-Funded Warrants are exercisable immediately upon issuance and terminate when the Pre-Funded Warrants are exercised in full. The Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder's fully-diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable.

As discussed above, on December 18, 2024, the Company issued 11,769,501 Pre-Funded Warrants and 1 share of Series FE Preferred Stock, which did not meet the definition of a liability pursuant to ASC 480 and met all of the requirements for equity classification under ASC 815. As such these were classified in stockholder's equity. The measurement of fair value of the Pre-Funded Warrants were determined as the intrinsic value calculated as the common stock price on the issuance date minus the exercise price. The relative fair value of these Pre-Funded Warrants, net of issuance costs, on date of issuance was estimated to be approximately $19,300,805 and is reflected within additional paid-in capital. The measurement of fair value of the Series FE Preferred Stock was determined based on the common stock price on the issuance date, and the relative fair value of the Series FE Preferred Stock was determined to be $0 on the acquisition date based on the terms of the Preferred Stock, as described above.

The Company incurred transaction costs of $209,085 which are included in the Company’s consolidated statement of operations.

The OpenReel Merger was accounted for as a business combination under the acquisition method pursuant to Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer. Under the acquisition method, the total purchase price of the acquisition is allocated to the net identifiable tangible and intangible assets acquired and liabilities assumed based on the fair values as of the acquisition date. The preliminary fair value of the consideration transferred totaled $20,826,920 summarized as follows:


Common stock issued to OpenReel Stockholders	$	1,526,115
Pre-Funded warrants issued to OpenReel Stockholders		19,300,805
Preferred Stock issued to OpenReel Stockholder		—
Total consideration paid	$	20,826,920

The Company made a provisional allocation of the purchase price of the OpenReel Merger to the assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the provisional purchase price allocation relating to the OpenReel Merger:


Assets acquired:
Cash and cash equivalents	$	82,219
Accounts receivable, net		865,562
Prepaid expense and other current assets		103,343
Property and equipment, net		3,607
Intangible Assets - OpenReel - Customer relationships		588,710
Intangible Assets - OpenReel - Trade name		899,600
Intangible Assets - OpenReel - Technology		2,415,010
Total assets	$	4,958,051
Liabilities assumed:
Accounts payable		330,602
Accrued payroll		120,408
Unearned revenue, current		2,726,846
Accrued expenses and other current liabilities		222,581
Unearned revenue, non-current		107,070
Due to Parent		150,033
Total liabilities	$	3,657,540
Total identifiable net assets		1,300,511
Goodwill recorded:
Goodwill		19,526,409
Total consideration	$	20,826,920

Goodwill recognized is not expected to be deductible for tax purposes. We believe that in this acquisition goodwill represents the value of OpenReel's existing products and customers, combined with the added business synergies of integrating with the existing Banzai products and customer base.

As of the date these consolidated financial statements were issued, the purchase accounting related to this acquisition was incomplete as the valuation of certain items, for example, certain working capital balances, were not yet finalized. The Company has reflected the provisional amounts in these consolidated financial statements. As such, the above balances may be adjusted in a future period, not to exceed one (1) year from the acquisition date pursuant to ASC 805, as the valuation is finalized and these adjustments may be material to the consolidated financial statements.

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:


	Estimated	Acquisition Date
Intangible Assets	Useful Life	Fair Value
OpenReel - Customer Relationships	7 years		588,710
OpenReel - Trade name	15 years		899,600
OpenReel - Technology	6 years		2,415,010

Net income in the Consolidated Statement of Operations for the twelve months ended December 31, 2024 includes net income of OpenReel from the date of acquisition to December 31, 2024 of approximately $32 thousand.

Pro forma disclosure for the OpenReel acquisition

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Merger with OpenReel had taken place on January 1, 2023. The pro forma results presented are the result of combining the revenues and earnings of the Company with the revenues and earnings of OpenReel. The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue.

The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:


	For the Years Ended December 31,
	2024			2023
Revenue	$	10,604,538		$	12,081,328
Cost of revenue		2,254,010			2,519,147
Operating expenses		21,778,659			20,544,964
Total other expenses (income), net		18,061,763			4,662,025
Loss before income taxes attributable to common stockholders	$	(31,489,894	)	$	(15,644,808	)

Fair Value Measurements - Summary of Changes in the Fair Value of the Public Warrants Liability (Details) - Public Warrants Liability [Member] - Fair Value, Inputs, Level 1 [Member]	12 Months Ended
	Dec. 31, 2024 USD ($)
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	$ 575,000
Change in fair value	(572,700)
Balance at December 31, 2024	$ 2,300

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (31,513,389)	$ (14,406,262)

- Definition

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

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+ Details

Segment Reporting - Summary of Information About Reported Segments (Parenthetical) (Details) - USD ($)		12 Months Ended
	Dec. 18, 2024	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Adjusted EBIDTA		$ (13,467,744)	$ (9,795,551)
OpenReel [Member]
Segment Reporting Information [Line Items]
Acquisition date	Dec. 18, 2024
Operating Segments [Member]
Segment Reporting Information [Line Items]
Adjusted EBIDTA		$ (13,418,786)	(18,062,391)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting Information [Line Items]
Acquisition date		Dec. 18, 2024
Adjusted EBIDTA			$ 0

Debt - Additional Information (Details 3) - USD ($)			1 Months Ended	12 Months Ended
Debt - Additional Information (Details 3) - USD ($)	Feb. 05, 2024	Dec. 14, 2023	Feb. 29, 2024	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2025	Oct. 10, 2022
Debt Instrument [Line Items]
Common stock, value, issued				$ 800	$ 259
Repayment of convertible debt				750,000	0
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] \| Common Class A [Member]
Debt Instrument [Line Items]
Convertible debenture				$ 215,057
Shares issuable under the terms of promissory note	2,000,000
Shares issued under the terms of promissory note				190,001
Gem Agreement [Member] \| Common Class A [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Convertible debenture						$ 0
GEM Term Sheet [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Convertible debenture		$ 2,000,000
Convertible debenture maturity period		5 years
Commitment fee expense					2,000,000
Convertible Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense				$ 350,430	422,507
Interest expense debt				325,818	395,575
Debt related commitement fees and debt issuance costs				$ 24,612	$ 26,932
Effective interest rate percentage				16.00%	16.00%
Medium-term Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense				$ 851,175	$ 1,140,106
Interest expense debt				772,550	1,058,230
Debt related commitement fees and debt issuance costs				$ 78,625	$ 81,876
Term Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Effective interest rate percentage				16.00%	16.00%
First Amendment Convertible Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 321,345
Maximum [Member] \| Share Purchase Agreement [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued		$ 100,000,000

Debt - Additional Information (Details 8) - USD ($)				12 Months Ended
Debt - Additional Information (Details 8) - USD ($)	Dec. 12, 2024	Sep. 13, 2024	Jul. 22, 2024	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Loss on debt extinguishment				$ 680,762	$ 0
Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,400,000	$ 262,500	$ 787,500
Proceeds from issuance of secured debt	1,782,438	250,000	750,000
Administrative agent fees	$ 120,000	$ 12,500	$ 37,500
Debt instrument, maturity date	Jul. 10, 2025	Mar. 03, 2025	Feb. 05, 2025
Debt instrument, interest rate	44.00%	48.00%	42.00%
Agile Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate				5.00%
Interest expense				$ 100,095
July Agile Note [Member]
Debt Instrument [Line Items]
Early prepayment of remaining outstanding balances	$ 319,500
September Agile Note [Member]
Debt Instrument [Line Items]
Early prepayment of remaining outstanding balances	178,063
December Agile Note [Member]
Debt Instrument [Line Items]
Loss on debt extinguishment	$ (1,071,563)

Consolidated Statements Of Operations - USD ($)	12 Months Ended
Consolidated Statements Of Operations - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Operating income:
Revenue	$ 4,527,879	$ 4,561,300
Cost of revenue	1,422,542	1,444,618
Gross profit	3,105,337	3,116,682
Operating expenses:
General and administrative expenses	16,548,902	12,905,073
Depreciation and amortization expense	24,179	7,160
Total operating expenses	16,573,081	12,912,233
Operating loss	(13,467,744)	(9,795,551)
Other expenses (income):
SEPA commitment fee and deferred fee expense	0	3,826,176
GEM warrant expense	0	2,448,000
GEM commitment fee expense	0	2,000,000
GEM settlement fee expense	200,000	0
Other expense (income), net	88,329	(62,985)
Interest income	(10)	(813)
Gain on extinguishment of liability	(680,762)	0
Loss on debt issuance	653,208	0
Loss on extinguishment of term notes	1,071,563	0
Change in fair value of convertible notes	693,000	(34,000)
Change in fair value of term notes	88,588	0
Change in fair value of convertible bridge notes	(10,176)	0
Yorkville prepayment premium expense	80,760	0
Goodwill impairment	2,725,460	0
Total other expenses, net	18,045,645	4,610,711
Loss before income taxes	(31,513,389)	(14,406,262)
Income tax expense	0	0
Net loss	(31,513,389)	(14,406,262)
Deemed dividend - Series A and Series B warrant modification (net of tax)	(418,360)	0
Net loss attributable to common shareholders	$ (31,095,029)	$ (14,406,262)
Net loss per share attributable to common shareholders
Basic	$ (6.97)	$ (6)
Diluted	$ (6.97)	$ (6)
Weighted average common shares outstanding
Basic	4,458,169	2,401,988
Diluted	4,458,169	2,401,988
Nonrelated Party [Member]
Other expenses (income):
Interest expense	$ 0	$ 1,068,447
Change in fair value of warrant liability	(626,000)	(1,807,000)
Change in fair value of simple agreement for future equity	0	(207,570)
Change in fair value of bifurcated embedded derivative liabilities	0	(1,404,863)
Related Party [Member]
Other expenses (income):
Interest expense	3,047,101	4,486,027
Loss on conversion and settlement of Alco promissory notes	4,808,882	0
Loss on conversion and settlement of CP BF notes	6,529,402	0
Change in fair value of warrant liability	(572,700)	115,000
Change in fair value of simple agreement for future equity	0	(2,752,430)
Change in fair value of bifurcated embedded derivative liabilities	$ (51,000)	$ (3,063,278)

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

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:


	December 31, 2024	December 31, 2023
Stock price	$15.00 - 293.00	$419.00 - 599.00
Exercise price	$5.85 - 250.00	$419.00 - 599.00
Expected volatility	61.00 - 69.57%	80.00 - 110.95%
Expected term (in years)	5.61 - 6.08	5.00 - 6.08
Risk-free interest rate	3.71 - 4.45%	3.46 - 4.31%

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, 2022		6,349		$	105.24		7.95	$	108,253
Granted		17,375			496.49
Exercised		(355	)		109.46				4,480
Expired		(127	)		599.00
Forfeited		(8,229	)		578.56
Outstanding at December 31, 2023		15,013		$	291.44		8.29	$	109,821
Granted		28,448			143.34
Exercised		—			—
Expired		(2,004	)		309.24
Forfeited		(15,796	)		234.57
Outstanding at December 31, 2024		25,661		$	161.83		8.52	$	—
Exercisable at December 31, 2024		6,560		$	159.65		6.37	$	—

Summary of Activity with Respect Status of, RSUs

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


	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		—		$	—
Granted		425,039			2.65
Exercised		(81,788	)		5.86
Forfeited		(2,468	)		21.84
Outstanding at December 31, 2024		340,783		$	1.74

Property and Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,712	$ 7,160

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 2.83 years as of December 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 sublease expired at the end of September 2024.

The components of lease expense for the years ended December 31, 2024 and 2023, are as follows:


	For the Year Ended December 31,
Components of lease expense:	2024			2023
Operating lease cost	$	145,674		$	199,611
Sublease income		(117,084	)		(204,324	)
Total lease (income) cost	$	28,590		$	(4,713	)

Supplemental cash flow information related to leases are as follows:


	For the Year Ended December 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)	$	137,717		$	173,245
Change in lease liabilities (operating cash flow)		(237,607	)		(284,963	)
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	76,269		$	—

Supplemental balance sheet information related to leases was as follows:


Operating leases:	December 31, 2024		December 31, 2023
Operating lease right-of-use assets	$	72,565	$	134,013
Operating lease liability, current		22,731		234,043
Operating lease liability, non-current		49,974		—
Total operating lease liabilities	$	72,705	$	234,043


Weighted-average remaining lease term:	December 31, 2024		December 31, 2023
Operating leases (in years)		2.83		0.76


Weighted-average discount rate:	December 31, 2024			December 31, 2023
Operating leases		9.40	%		6.76	%

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


Maturities of lease liabilities:
Year Ending December 31,
2025	$	28,608
2026		29,466
2027		25,167
2028		—
2029 and thereafter		—
Total undiscounted cash flows		83,241
Less discounting		(10,536	)
Present value of lease liabilities	$	72,705

Cantor Fee Agreement

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

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

As of December 31, 2024, the Company has satisfied its Cantor Registration Rights Obligations. Therefore, the liability was derecognized as of December 31, 2024 and the relief of the liability was recorded through equity.

Investor Relations Consulting Agreement with MZHCI, LLC

On August 26, 2024, the Company entered into an Investor Relations Consulting Agreement (the “Consulting Agreement”) with MZHCI, LLC, a MZ Group Company (“MZHCI”), pursuant to which the Company agreed to issue 24,000 restricted shares, partially in exchange for the various investor relations services outlined in the Consulting Agreement. The Company will also pay MZHCI $12,500 per month for their investor relations services with an annual 5% cost of living adjustment. This agreement becomes effective upon the execution of the Consulting Agreement and shall remain effective for a period of six (6) months, unless terminated earlier. The Consulting Agreement shall automatically renew every six (6) months thereafter unless either party delivers to the other sixty (60) days written notice of termination prior to the end of the then-current term. On September 9, 2024, the Company issued 24,000 shares to MZHCI. The shares are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and were issued as restricted stock with an appropriate restrictive legend.

Repayment Plans

During 2024 the Company entered into various agreements (the “Settlement Agreements”) to reorganize outstanding debt from certain creditors (collectively, the “Creditors”) into shares of the Company’s Class A Common Stock (the “Shares”) (collectively, the “Debt Reorganization”). The Shares issued as part of the Debt Reorganization include Shares that are to be registered with the Securities and Exchange Commission (the “SEC”) in a registration statement on Form S-1 and Shares that are exempt from registration. The details of the various agreements are summarized below.

Roth Addendum to Letter Agreements

On October 5, 2022, the Company engaged Roth Capital Partners, LLC (“Roth”) to act as financial advisor to the Company in its then proposed business combination with 7GC & Co. Holdings, Inc. (“7GC”), pursuant to an agreement (the “Roth Agreement”). On October 14, 2022, 7GC entered into a similar agreement where MKM Partners, LLC, later acquired by Roth, would act as financial advisor to 7GC in its then proposed business combination with the Company (the “7GC Agreement”, together with the Roth Agreement, the “Letter Agreements”). On February 2, 2024, the Company entered into an Addendum to the Letter Agreements with Roth (the “Addendum”), where the Company agreed to pay the fees owed under the Roth Agreement and 7GC Agreement by (1) issuing to Roth 3,500 shares and amending the Company’s registration statement on Form S-1 filed with the SEC on December 29, 2023 to include the initial 3,500 shares to be issued, and 120,000 shares that may be issued as additional shares, as defined in the Addendum, to Roth, and (2) on or before June 30, 2024, the Company shall pay to Roth an amount in cash equal to $300,000 (the “Cash Fee”); provided that, if, as a result of the Company’s cash position at such time, the Company determines in its reasonable discretion that the cash payment should not be made in cash, then the Company may elect to satisfy the cash payment by issuing to Roth, within three business days of such date, additional shares. The number of shares to be issued pursuant to the Addendum shall be determined by dividing the amount of the cash payment by the VWAP for the trading day immediately preceding the cash payment date. On September 6, 2024, the Company issued 35,294 shares to Roth in lieu of the Cash Fee. The shares are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and are to be issued as restricted stock with an appropriate restrictive legend. No gain or loss was recognized upon the settlement of the outstanding debt and all obligations to Roth have been relieved as of December 31, 2024.

Amended and Restated Repayment Agreement with J.V.B Financial Group, LLC

On September 9, 2024, the Company entered into a Repayment Agreement (the “Original J.V.B Agreement”) with J.V.B Financial Group, LLC (“J.V.B”) acting through Cohen & Company Capital Markets Division (“Cohen”), pursuant to which the parties agreed that for services previously rendered valued at $115,000 (the “Outstanding Debt”), the Company shall issue J.V.B. unrestricted, freely-trading, registered shares of Common Stock pursuant to a resale registration statement on Form S-1 or S-3. On September 9, 2024, the Company and J.V.B. entered into an Amended and Restated Repayment Agreement (the “Amended J.V.B Agreement”) that allowed for the Outstanding Debt to be paid through the issuance of 29,077 shares to J.V.B. As of December 31, 2024, the Company has issued 29,077 shares to J.V.B. in exchange for the cancellation of the Outstanding Debt. No gain or loss was recognized upon the settlement of the outstanding debt and all obligations to J.V.B. have been relieved as of December 31, 2024.

Agreement with Alco

On September 19, 2024, the Company and Alco agreed to convert an aggregate balance of $4,711,681 of debt, representing the aggregate total balance outstanding to Alco as of that date (excl. the carrying value of debt discounts), into 282,420 shares of Class A Common Stock, Warrants to purchase up to 1,331,340 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock (collectively, the “Alco Securities”), and in full settlement of the balance outstanding to Alco. The Company recognized the issuance of the Alco Securities, on September 19, 2024, in full settlement of all amounts owing to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $1,098,614, $3,687,812, and $4,080,194, respectively. As a result of this transaction, the Company recognized a loss on extinguishment of $4,808,882, as of September 23, 2024, which was recognized as Loss on conversion and settlement of Alco promissory notes per the consolidated statement of operations for the year ended December 31, 2024.

Repayment Agreement with Perkins Coie LLP

On September 9, 2024, the Company entered into a Repayment Agreement (the “Perkins Repayment Agreement”) where the Company agreed to issue $1,385,000 worth of shares, which the Company shall register no fewer than 460,000 shares, subject to adjustment, in a registration statement on Form S-1 within 60 days of entering into the Perkins Repayment Agreement, and will use reasonable best efforts to ensure the Registration Statement becomes effective promptly and remains effective until all shares issued under the Perkins Repayment Agreement are sold. The Company’s registration statement on Form S-1 was filed with the SEC on October 16, 2024 and became effective on November 6, 2024. As of December 31, 2024, the Company has issued 600,000 shares to Perkins to settle part of the outstanding liability balance. The remaining unpaid fee balance to be paid with the issuance of additional shares has not yet been made as of the date of filing of these consolidated financial statements.

Activate Agreement

The Company owed Activate, Inc. $261,200 for past services rendered. The parties agreed to write off 50% of that balance and for the remaining balance to be paid at the close of the Company’s next capital raise. During the year ended December 31, 2024, the Company recorded a gain on settlement of $130,500.

Repayment Agreement with Cooley LLP

On September 19, 2024 the Company entered into a Repayment Agreement with Cooley LLP (“Cooley”) for previously provided legal services (the “Cooley Repayment Agreement”). Under the Cooley Repayment Agreement, the Company’s outstanding fees have been lowered from $1,523,029 to $400,000 (the “Cooley Unpaid Fee”) in exchange for 11 monthly installments of $36,300, with the first payment to be made on October 1, 2024. If payments are not made in accordance with the Repayment Agreement, Cooley retains the right to seek to collect the entire original outstanding fee balance. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated.

Settlement Letter with CohnReznick LLP

On September 19, 2024, the Company entered into a Settlement Letter with CohnReznick LLP (“CohnReznick”) regarding the Company’s unpaid balance totaling $817,400 for services rendered in connection with the 7GC business combination with the Company (the “Settlement Letter”). Under the Settlement Letter, the Company and CohnReznick agreed to settle the total unpaid balance due, upon CohnReznick’s receipt of $450,000 (the “Settlement Amount”), which will be paid in 15 equal monthly installments of $30,000. In consideration of the Settlement Letter, CohnReznick has agreed to not to pursue collection efforts now or at any time in the future, except as otherwise provided in the Settlement Letter. If payments are not made in accordance with the Settlement Letter, the unpaid portion of the total unpaid balance will immediately become due and payable.

As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated.

Repayment Agreement with Sidley Austin LLP

On September 19, 2024, the Company entered into a Repayment Agreement with Sidley Austin LLP (“Sidley”) for previously provided legal services (the “Sidley Repayment Agreement”). Under the Sidley Repayment Agreement, the Company’s outstanding fees have been lowered from $4,815,979 to $1,605,326 (the “Sidley Unpaid Fee”). Under the Sidley Repayment Agreement, the Company agrees to 12 monthly payments that Sidley applies to the balance of the Sidley Unpaid Fee on a 2 for 1 basis, such that for every one dollar ($1.00) paid by Company, Sidley shall reduce the Sidley Unpaid Fee Amount by an additional two dollars ($2.00). If payments are not made in accordance with the Sidley Repayment Agreement, the shortfall shall accrue interest at a rate of 12% per annum, compounded daily, until such payment is made. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated.

Repayment Agreement with Donnelley Financial LLC

On September 13, 2024, the Company entered into a Repayment Agreement with Donnelley Financial LLC (“Donnelley”) for previously provided services (the “Donnelley Repayment Agreement”). Under the Donnelley Repayment Agreement, the Company’s outstanding fees have been lowered from $1,072,148 to $357,025 (the “Donnelley Unpaid Fee”). The Donnelley Unpaid Fee will be paid in 12 monthly installments, with the first monthly payment of $45,000 due on October 1, 2024; the remaining 11 payments shall each be in the amount of $28,366. Under the Donnelly Repayment Agreement, the original outstanding fee balance shall become immediately due and payable upon the occurrence of certain events, including failure to make a payment of the Donnelly Unpaid Fee when due and failure to pay for any additional services. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated.

Repayment Agreement with Verista Partners, Inc.

On August 26, 2024, the Company entered into a Repayment Agreement with Verista Partners, Inc. aka Winterberry Group, (“Verista” or “Winterberry”) for previously provided services (the “Verista Repayment Agreement”). Under the Verista Repayment Agreement, the Company’s outstanding fees are $196,666 (the “Verista Unpaid Fee”). The Company and Verista have agreed that the Verista Unpaid Fee will be repaid with $66,666 worth of shares of the Company, and $130,000 in 16 equal cash installment payments of $8,125, beginning on October 1, 2024, and on the first day of each month thereafter through January 1, 2026. As of December 31, 2024, the Company has not issued any shares or installment payments to Verista.

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.

Yorkville

On December 30, 2024, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 650,000 shares of the Company's Class A Common Stock. The Advance Notice was, at the Company's election, subject to the Option 2 Pricing Period (See Note 18 - Equity) provisions of the SEPA, and was accordingly not settled until January 3, 2025. Upon issuance of the Advance Notice, the Company became obligated to sell up to the requested number of shares, and had an outstanding obligation to sell up to 650,000 shares of Class A Common Stock as of December 31, 2024.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Summary of Information About Reported Segments

The table below presents information about reported segments for the year ending December 31, 2024:


2024
	Banzai Operating			OpenReel		Total Consolidated
Revenue	$	4,305,429		$	222,450	$	4,527,879
Cost of revenue		1,407,564			14,978		1,422,542
Gross profit		2,897,865			207,472		3,105,337

Expenses
People		6,209,488			17,642		6,227,130
Marketing and advertising		1,587,085			5,020		1,592,105
Technology		861,775			112,429		974,204
Other segment expenses1		811,519			6,856		818,375
Total expenses		9,469,867			141,947		9,611,814
Adjusted EBITDA		(6,572,002	)		65,525		(6,506,477	)
Transaction, PubCo. Expenses and Stock-based compensation		6,912,309			—		6,912,309
EBITDA	$	(13,484,311	)	$	65,525	$	(13,418,786	)

1Other segment expenses for each reportable segment includes travel and entertainment expenses, professional expenses other than those included in transaction and PubCo. expenses, insurance expenses, and expenses related to licenses.

The table below presents information about reported segments for the year ending December 31, 2023:


2023
	Banzai Operating			OpenReel1		Total Consolidated
Revenue	$	4,561,300		$	—	$	4,561,300
Cost of revenue		1,444,618			—		1,444,618
Gross profit		3,116,682			—		3,116,682

Expenses
People		5,809,973			—		5,809,973
Marketing and advertising		941,737			—		941,737
Technology		628,998			—		628,998
Other segment expenses2		7,679,506			—		7,679,506
Total expenses		15,060,214			—		15,060,214
Adjusted EBITDA		(11,943,532	)		—		(11,943,532	)
Transaction, PubCo. Expenses and Stock-based compensation		6,118,859			—		6,118,859
EBITDA	$	(18,062,391	)	$	—	$	(18,062,391	)

1The OpenReel acquisition occurred on December 18, 2024 (refer to Note 5) and therefore is presented at $0 for comparative purposes.

2Other segment expenses for each reportable segment includes travel and entertainment expenses, professional expenses other than those included in transaction and PubCo. expenses, SEPA commitment fee and deferred fee expense, GEM warrant expense, and GEM commitment fee expense.

Summary of Reconciliation Between Reportable Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes

A reconciliation between reportable segment adjusted EBITDA to consolidated net loss before income taxes for the years ended December 31, 2024, and 2023, is as follows:


	December 31, 2024			December 31, 2023
EBITDA by segment
Banzai Operating Co.	$	(13,484,311	)	$	(18,062,391	)
OpenReel		65,525			—
Total		(13,418,786	)		(18,062,391	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		(478,288	)		(9,154,141	)
Interest income		(10	)		(813	)
Interest expense		—			1,068,447
Interest expense – related party		3,047,101			4,486,027
Gain (loss) on extinguishment of liabilities, net		390,801			—
Loss on conversion of liabilities		11,338,284			—
Loss on debt issuance		653,208			—
GEM settlement fee expense		200,000			—
Yorkville prepayment premium expense		80,760			—
Goodwill impairment		2,725,460			—
Depreciation and amortization		24,179			7,160
Other		113,108			(62,809	)
Loss before income taxes	$	(31,513,389	)	$	(14,406,262	)

Summary of Company's Revenue Generated by SaaS Product

The following table presents the Company's revenue generated by SaaS product for the years ended December 31, 2024, and 2023:


	Year Ended December 31,			Year Ended December 31,
Revenue %	2024			2023
Reach		3.8	%		4.5	%
Demio		91.0	%		94.9	%
Other1		5.2	%		0.6	%
Total		100.0	%		100.0	%

1 Other includes Boost sales for the years ended December 31, 2024, and 2023 and OpenReel product sales from acquisition date (refer to Note 5) to December 31, 2024.

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Instrument [Line Items]

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 2024 CP BF Convertible Note as of December 31, 2024:


Face value of the CP BF convertible notes	$	8,758,775
Debt premium, net		11,066
Carrying value of the CP BF convertible notes		8,769,841
Accrued interest		369,459
Prepayments made		(283,315	)
Conversions		(216,284	)
Total CP BF convertible notes and accrued interest	$	8,639,701

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


Face value of the CP BF convertible notes	$	1,821,345
Debt discount, net		(17,370	)
Carrying value of the CP BF convertible notes		1,803,975
Accrued interest		1,240,297
Carrying value of the CP BF term note extinguished		(3,044,272	)
Total CP BF convertible notes and accrued interest	$	—

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


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

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


Face value of the CP BF term note	$	6,500,000
Debt discount, net		(50,961	)
Carrying value of the CP BF term note		6,449,039
Accrued interest		853,451
Carrying value of the CP BF term note extinguished		(7,302,490	)
Total CP BF term note and accrued interest	$	—

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


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

Agile Term Notes [Member]

Debt Instrument [Line Items]

Summary of Notes

The following presents the Agile Notes as of December 31, 2024:


	Fair Value
Balance at December 31, 2023	$	—
Issuance of Agile term notes		3,450,000
Loss on debt issuance		390,000
Loss on restructuring		1,071,563
Repayments in cash		(1,857,151	)
Change in fair value		88,588
Balance at December 31, 2024	$	3,143,000

Outstanding principal balance as of December 31, 2024	$	2,269,695
Accrued interest as of December 31, 2024	$	100,095

1800 Diagonal Convertible Notes [Member]

Debt Instrument [Line Items]

Summary of Notes

The following table presents the 1800 Diagonal Notes as of December 31, 2024:


	Fair Value
Balance at December 31, 2023	$	—
Issuance of 1800 Diagonal convertible notes		432,400
Loss on debt issuance		92,208
Repayments in cash		(82,432	)
Change in fair value		(10,176	)
Balance at December 31, 2024	$	432,000

Outstanding principal balance as of December 31, 2024	$	370,886
Accrued interest as of December 31, 2024	$	15,935

- 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/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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+ Details

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

22. Subsequent Events

Hudson Global Ventures, LLC Consulting Services Agreement

On January 3, 2025, the Company issued 150,000 restricted shares of its Common Stock, partially in exchange for the business advisory services outlined in the Consulting Agreement with Hudson Global Ventures, LLC, a Nevada limited liability company.

CP BF Pre-Funded Warrant Exercise

On January 7, 2025, the Company issued 4 shares of Class A Common Stock for exercise of four (4) pre-funded warrants under the CP BF Pre-Funded Warrant, to CP BF. Refer to Note 11.

Yorkville Advanced Notice Settlements

On January 3, 2025, the Company settled its outstanding obligation to sell shares of Class A Common Stock related to the fourth Advance Notice issued to Yorkville on December 30, 2024 (see Note 17 and Note 18) pursuant to the SEPA. After adjustments to the number of shares originally requested pursuant to the terms of the SEPA, the Company settled the Advance Notice by selling a total of 30,489 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $48,000.

Between January 10, 2025 and April 9, 2025, the Company settled the fifth through twenty-second Advance Notices received subsequent to December 31, 2024, by selling an aggregate of 5,516,308 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $7,097,921.

RSU Issuance to Executives

On January 21, 2025, the Company issued 337,773 RSUs to executives as part of the Company's fiscal 2024 bonus plan, following Board approvals.

Convertible promissory note issuance to YA II PN, LTD.

On January 30, 2025, the Company entered into a convertible promissory note (the "Note") with Yorkville, in principal amount of $3,500,000 as an advance under the outstanding SEPA entered into on December 14, 2023. The maturity date of the note is July 31, 2025, and may be extended at the option of the Company. The note was issued with a ten percent (10%) original issue discount and bears interest at an annual rate of (i) zero percent (0%) for the first ninety (90) days following issuance, (ii) six percent (6%) thereafter, and (iii) upon the occurrence of an event of default, the interest rate shall increase to an annual rate of eighteen percent (18%) so long as the event or events of default remain uncured. Interest will be calculated on a 365-day year and the actual number of days elapsed.

The Company shall repay the note in installments, beginning on February 28, 2025, and continuing on March 31, 2025, and on April 30, 2025 (each, an "Installment Date") in an amount equal to the sum of (i) $1,500,000 of principal in respect to the first two Installment Dates, and $500,000 in respect of the third Installment Date (or the outstanding principal if less than such amount), plus (ii) a payment premium (in an amount equal to 4% of the principal amount being paid), and (iii) accrued and unpaid interest as of each installment date.

The Note is convertible into shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") at a conversion price of $2.00 per share (the "Conversion Price"). The lender may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the issuance date. The Company may redeem the outstanding amount at any time, in whole or in part, subject to a 4% premium, provided that (i) the Company provides the lender with at least ten (10) trading days' prior written notice (each, a "Redemption Notice") of its desire to redeem the outstanding amount (an "Optional Redemption"), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.

Acquisition of Vidello

On January 31, 2025, the Company closed a previously announced merger with Vidello Limited ("Vidello"), a private limited company registered in England and Wales (the "Vidello Merger"), pursuant to an Merger Agreement (the "Vidello Merger Agreement"), dated December 19, 2024, by and among Vidello, and certain shareholders of Vidello (the "Vidello Shareholders"). At the closing, Vidello Shareholders transferred all the outstanding shares of Vidello to the Company, and Vidello became a direct and wholly owned subsidiary of the Company. At the closing, the Company paid to the Vidello Shareholders, $2,745,031 in cash (the "Vidello Cash Consideration"), whereby $2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 898,204 shares of Class

A Common Stock (the "Share Consideration", together with the Cash Consideration, the "Vidello Closing Consideration"). The Company's primary reason for acquiring Vidello was to enhance revenue growth and strengthen the Company's competitive market position through cross selling opportunities.

In connection with and as a condition of closing pursuant to the Vidello Merger Agreement, the Company executed and delivered to each Vidello Shareholder a lock-up agreement (the "Vidello Lock-Up Agreement"), pursuant to which, the shares of Class A Common Stock and any other securities convertible or exercisable into the shares of Class A Common Stock beneficially owned by them, during the 180-day period following the closing of the Vidello Merger, not to complete any Prohibited Transfer (as defined in the Vidello Merger Agreement).

Immediately prior to the closing of the Vidello Merger, the directors, and officers of Vidello tendered their resignation, effective at the closing. Pursuant to the Vidello Merger Agreement, the CEO of the Company shall be the sole member of the board of directors of Vidello effective upon the closing of the Vidello Merger.

The Company has begun the process to determine the accounting for the acquisition, including identification of the accounting acquirer and whether the acquisition will be accounted for as a business combination. The Company has begun the process to determine the purchase price allocation for the assets and liabilities including estimating the fair values of intangible and tangible assets. These estimates have not been completed due to the timing and complexity of obtaining information and calculating such amounts.

Acquisition of Act-On Software

On January 22, 2025, the Company entered into an Agreement and Plan of Merger (the “AO Merger Agreement”) with Act-On Software Inc., a Delaware corporation (“Act-On”), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai (“Passage”) that was formed solely for purposes of consummating the transactions contemplated in the AO Merger Agreement (the “AO Merger”). Pursuant to the AO Merger Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon closing of the AO Merger (the “Closing”), Act-On will merge with and into Passage, with Act-On surviving the AO Merger (the “AO Surviving Entity”), thereafter being a direct, wholly owned subsidiary of Banzai. The AO Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Although the Company cannot guarantee that the Act On Merger will close, the Company expects to close the transaction in Q2 2025. The Company's primary reason for acquiring Act-On was to enhance revenue growth and strengthen the Company's competitive market position through cross selling opportunities.

Subject to the terms and conditions of the AO Merger Agreement, at the effective time of the Merger (the “AO Effective Time”), the aggregate merger consideration to be issued to Act-On Stockholders and certain Management Employees (as defined in the AO Merger Agreement) shall be a total of approximately $35,050,000, payable in cash and in shares of our Class A Common Stock, subject to adjustment as set forth in the AO Merger Agreement (the “AO Merger Consideration”). The adjustments to the AO Merger Consideration in the AO Merger Agreement include a customary working capital adjustment based on the amount by which certain working capital items at closing are greater or less than the target working capital as defined in the AO Merger Agreement. In addition to the AO Merger Consideration, at the AO Effective Time, we will fully pay off a certain loan owed to a certain lender of Act-On as of the AO Closing (the “Payoff Amount”) and the out-of-pocket expenses incurred by Act-On in connection with the AO Merger (the “Transaction Expenses”) in cash to Act-On Stockholders, and issue a number of shares of Class A Common Stock (the “AO Share Consideration”) (or pre-funded warrants in lieu thereof, the “AO Pre-Funded Warrants”) to Act-On Stockholders and Management Employees that equal to the quotient of $33,200,000 divided by the average of the daily volume-weighted average trading prices of Class A Common Stock for the consecutive five (5) Trading Days (as defined in the AO Merger Agreement) immediately prior to and including the Trading Day immediately preceding the date of closing (the “AO Closing Date”) (the “Banzai 5-Day VWAP”).

Notwithstanding anything in the AO Merger Agreement to the contrary, Banzai shall not issue any shares of Class A Common Stock, to the extent that the issuance of shares of Class A Common Stock as AO Share Consideration would result in the Act-On Stockholders and Management Employees receiving an aggregate number of shares of Class A Common Stock exceeding 19.99% of the total shares of Class A Common Stock and shares of Class B Common Stock issued and outstanding immediately prior to the AO Effective Time (the “Nasdaq Ownership Limitation”). In addition, notwithstanding anything in the AO Merger Agreement and AO Pre-Funded Warrants to the contrary, Banzai shall not issue any shares of Class A Common Stock, to the extent that any issuance of the shares of Class A Common Stock as AO Share Consideration would result in an Act-On Stockholder or a Management Employee, together with its affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) more than 4.99% of the Class A Common Stock issued and outstanding immediately following such issuance (the “Beneficial Ownership Limitation” and, together with Nasdaq

Ownership Limitation, the “Ownership Limitations”). If and to the extent either of the Ownership Limitations prevents Banzai from issuing AO Share Consideration comprised exclusively of shares of Class A Common Stock, then Banzai instead will issue as AO Share Consideration (i) the maximum number of shares of Class A Common Stock that may be issued without exceeding either Ownership Limitation, and (ii) AO Pre-Funded Warrants exercisable for the number of shares of Class A Common Stock the issuance of which was prevented by application of the Ownership Limitations.

Some of the shares of Class A Common Stock and AO Pre-Funded Warrants will be issued to the Management Employees under Banzai’s 2023 equity incentive plan, as amended, pursuant to the registration statement on Form S-8, as amended (File No. 333-278218) and some of the shares of Class A Common Stock and AO Pre-Funded Warrants will be issued to certain Act-On Stockholders and Management Employees in reliance upon exemption provided by Rule 506(b) of Regulation D promulgated thereunder of the Securities Act, pursuant to a subscription booklet (the “Subscription Booklet”).

Each AO Pre-Funded Warrant shall have an exercise price of $0.001 per each share of Class A Common Stock issuable thereunder. The AO Pre-Funded Warrants will be registered in Banzai’s books and will not be listed for trading on any stock exchange or trading market. The terms of the AO Pre-Funded Warrants will provide that Banzai shall not issue shares of Class A Common Stock to any holder of a AO Pre-Funded Warrant upon the exercise thereof to the extent that after giving effect to such issuance, such holder would beneficially own a number of shares of Class A Common Stock in excess of the Nasdaq Ownership Limitation. Notwithstanding the foregoing, the Nasdaq Ownership Limitation shall not apply following the receipt of the Banzai stockholder approval contemplated by Rule 5635 of the Nasdaq listing rules with respect to the issuance of shares of Class A Common Stock upon exercise of the AO Pre-Funded Warrants in excess of the Nasdaq Ownership Limitation (the “AO Stockholder Approval”). The AO Pre-Funded Warrants also contain a beneficial ownership limitation that provides that the Company shall not effect any exercise of the AO Pre-Funded Warrants, and the holders of the AO Pre-Funded Warrants shall not have the right to exercise any portion of the AO Pre-Funded Warrants, to the extent that after giving effect to such issuance after exercise, the holder would beneficially own in excess of the Beneficial Ownership Limitation.

Following the Closing, Banzai will convene and hold a special meeting of its stockholders to obtain the AO Stockholder Approval (the “AO Special Meeting”). In connection with the AO Special Meeting, on January 22, 2025, Joseph P. Davy, Banzai’s Chief Executive Officer, who holds approximately 78.55% of Banzai’s total voting power as of the date of the AO Merger Agreement, entered into a Voting and Support Agreement, with Banzai (the “Voting and Support Agreement”) that obligates him to vote all the shares of Class B Common Stock beneficially owned by him in favor of the AO Stockholder Approval.

Pursuant to the AO Merger Agreement, Banzai will withhold from the AO Share Consideration a number of shares of Class A Common Stock equal to the quotient of $2,000,000 divided by the Banzai’s 5-Day VWAP, as adjusted pursuant to the AO Merger Agreement (the “Indemnification Holdback Amount”), as security for the obligations of Act-On Stockholders pursuant to the AO Merger Agreement. The Indemnification Holdback Amount shall be held for a period of twelve (12) months following the Closing Date (the “Indemnification Holdback Period”) and shall be released to Act-On Stockholders and Management Employees (in accordance with the Allocation Schedule) within ten (10) business days of the expiration of the Indemnification Holdback Period. The released aggregate amount shall be equal to (a) the Indemnification Holdback Amount, as allocated to Act-On Stockholders and Management Employees in accordance with the Allocation Schedule, less (b) any amounts set off against the Indemnification Holdback Amount pursuant to the AO Merger Agreement. The Indemnification Holdback amount shall be held by the Transfer Agent for the benefit of Act-On Stockholders and Management Employees and shall be released to Act-On Stockholders and Management Employees pursuant to the terms of a certain share consideration escrow agreement (the “Escrow Agreement”) by and among Banzai, Act-On, each of Act-On Stockholders and Management Employees and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Escrow Agent”).

On or prior to the consummation of the AO Merger, parties will enter into the Escrow Agreement, pursuant to which, the Escrow Agent shall hold, for the benefit of Banzai, the Indemnification Holdback Amount. The Escrow Agent shall administer the Indemnification Holdback Amount in accordance with the written instructions jointly provided by Banzai and Act-On to the Escrow Agent to release the Indemnification Holdback Amount, or any portion thereof, as set forth in such instruction.

On or prior to the consummation of the AO Merger, Banzai shall execute and deliver to the Act-On Stockholders and Management Employees a registration rights agreement (the “AO Registration Rights Agreement”), pursuant to which, among other things, Banzai will agree to register for resale, within five (5) Business Days (as defined in the AO Merger Agreement) following the AO Closing, on an applicable registration statement under the Securities Act, the shares of Class A Common Stock, to be issued to the Act-On Stockholders and Management Employees pursuant to the AO Merger Agreement and the shares of Class A Common Stock issuable upon exercise of the AO Pre-Funded Warrants.

The Closing of the AO Merger by each of Banzai, Merger Sub, and Act-On is subject to customary conditions, including (1) (A) adoption of the AO Merger Agreement by the Act-On Stockholders that hold the requisite percentage necessary to approve the AO Merger under Act-On’s Amended and Restated Certificate of Incorporation and (B) approval of the AO Transaction by Banzai’s board of directors, (2) authorization for listing on the Nasdaq Capital Market of the shares of Class A Common Stock to be issued in the AO Merger, subject to official notice of issuance, and (3) the absence of any order, injunction, decree or other legal restraint preventing the completion of the AO Merger or making the completion of the AO Merger illegal. Each party’s obligation to complete the AO Merger is also subject to certain additional customary conditions, including subject to certain exceptions, the accuracy of the representations and warranties of the other party and performance in all material respects by the other party of its obligations under the AO Merger Agreement. The AO Merger Agreement also contains customary representations, warranties, and indemnities of Banzai and Act-On.

Shares of Class A Common Stock issued to Winterberry

On February 4, 2025 the Company issued 30,000 shares to Verista Partners, Inc., aka Winterberry Group, one of its Creditors, in exchange for the cancellation of a portion of the total outstanding debt, in the amount of $16,666, pursuant to the Debt Reorganization.

NASDAQ Notice

As previously reported, the Company had a hearing before the Nasdaq Hearings Panel (the "Panel") on September 19, 2024. On September 26, 2024, Nasdaq provided the Company with its determination to phase the Company down from the Nasdaq Global Market to the Nasdaq Capital Market (the "Exchange") and grant the Company an extension until January 31, 2025 to demonstrate compliance with Nasdaq's listing rules, so long as the company applies to list on the Nasdaq Capital Market on or before October 7, 2024 and demonstrates compliance with Listing Rules 5550(a)(2), 5550(a)(5) and 5550(b)(1) on or before January 31, 2024. On February 12, 2025, the Company received a letter from the Nasdaq Stock Market LLC, Office of the General Counsel that Nasdaq's Listing Qualifications staff confirmed that the Company has demonstrated compliance with all of the Nasdaq Stock Market's listing requirements and therefore the Company's securities will remain listed on the Exchange.

Bridge Note Issuance to Agile Lending, LLC

On March 31, 2025, the Company issued a subordinated secured promissory note (the “March Agile Note”) for an aggregate principal amount of $4,000,000 and received $2,044,105 of proceeds, net of administrative agent fees of $200,000 paid to the collateral agent, and net of payments to Agile Lending, LLC of $1,755,895 in respect to early prepayment of the remaining outstanding balance of the December Agile Note, with a maturity date on the March Agile Note of November 12, 2025. The March Agile Note bears interest at a rate of 44%, and interest will be calculated on a three hundred and sixty (360) day year based on the actual number of days lapsed, and interest shall accrue on the March Agile Note commencing on and including the effective date pursuant to the March Agile Note Agreement’s weekly repayment and amortization schedule.

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss attributable to common shareholders - basic	$ (31,095,029)	$ (14,406,262)
Net loss attributable to common shareholders - diluted	$ (31,095,029)	$ (14,406,262)
Denominator:
Weighted average shares - basic	4,458,169	2,401,988
Weighted average shares - diluted	4,458,169	2,401,988
Net loss per share attributable to common shareholders - basic	$ (6.97)	$ (6)
Net loss per share attributable to common shareholders - diluted	$ (6.97)	$ (6)

- Definition

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

+ References

+ Details

- 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.

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 2: 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 3: 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 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
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Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
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-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

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

+ Details

- Definition

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

Income Taxes - Schedule of Components of Net Loss Before Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
United States	$ (31,513,389)	$ (14,406,262)
Foreign	$ 0	$ 0

Debt - Summary of Term Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Face value of the CP BF term note	$ 6,500,000	$ 6,500,000
Debt discount, net	(50,961)	(129,586)
Carrying value of the CP BF term note	6,449,039	6,370,414
Accrued interest	853,451	289,373
Carrying value of the CP BF term note extinguished	$ (7,302,490)
Total CP BF term note and accrued interest		$ 6,659,787

- 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 - Summary of Changes in the Fair Value of the GEM Warrants Liability (Details) - GEM Warrants Liability [Member] - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2024 USD ($)
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	$ 641,000
Change in fair value	(626,000)
Balance at December 31, 2024	$ 15,000

Revenue - Additional Information (Details)	12 Months Ended
Revenue - Additional Information (Details)	Dec. 31, 2024 USD ($) Customer	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Payment term	30 days
Number of customers, which is also vendor \| Customer	1
Services revenue from vendor customer	$ 239,000	$ 375,000
Accounts receivable contractual term	The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer.
Commission expenses	$ 270,335	299,450
Capitalized commissions	$ 31,504	$ 51,472	$ 69,737
Demio [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided.
Reach [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.
OpenReel [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	The Company enters into fixed price subscription contracts with customers, which can be monthly, annual, or multi-year agreements which auto-renew without discount for additional periods of the same duration as the initial term, unless either party requests termination in writing at least thirty (30) days prior to the end of the initial service term. The subscription revenues are recognized ratably over the term of the service agreement, which is considered an output method, as the obligation of hosting the SaaS product is fulfilled over the course of the agreement. The Company does not charge for implementation or recognize any revenues upfront due to minimal effort required. There are no financing components and payments are typically net 30 of date of receipt of invoice, or typically net 90 date of receipt of invoice for customers on multi-year subscription agreement contracts. It is nearly 100% certain that a significant revenue reversal will not occur.

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

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [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 64,149 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 $538.00 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 December 31, 2024, there were 8,195,163 shares of Common Stock and 1 share of Preferred Stock outstanding.

Effect of Merger on Class A and Class B Common Stock

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

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (31,513,389)	$ (14,406,262)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	24,179	7,160
Provision for credit losses on accounts receivable	18,462	(102,112)
Non-cash shares issued to Yorkville for aggregate commitment fee	0	3,288,000
Non-cash issuance of warrants accounted for as liabilities	0	2,448,000
Non-cash share issuance for marketing expenses	245,252	0
Non-cash settlement of GEM commitment fee	200,000	2,000,000
Non-cash share issuance for Yorkville redemption premium	80,760	0
Discount at issuance on notes carried at fair value	747,962	686,016
Amortization of operating lease right-of-use assets	137,717	173,245
Stock based compensation expense	1,165,680	1,245,796
Gain on extinguishment of liability	(680,762)	0
Loss on debt issuance	653,208	0
Loss on extinguishment of term notes	1,071,563	0
Impairment loss	2,725,460	0
Excise tax	0	305,719
Change in fair value of convertible promissory notes	693,000	(34,000)
Change in fair value of term notes	88,588	0
Change in fair value of convertible bridge notes	(10,176)	0
Changes in operating assets and liabilities:
Accounts receivable	15,828	65,479
Prepaid expenses and other current assets	551,645	(407,648)
Other assets	27,227	0
Deferred offering costs	0	(1,708,163)
Accounts payable	1,012,281	5,339,614
Due to related party	0	67,118
Deferred revenue	(6,315)	283,660
Accrued expenses	498,051	4,448,867
Operating lease liabilities	(237,607)	(284,963)
Earnout liability	(44,549)	(229,700)
Deferred fees	0	500,000
Deferred revenue - long-term	10,573	0
Deferred tax liability	10,115	0
Other long-term liabilities	(75,000)	0
Net cash used in operating activities	(9,575,403)	(1,550,781)
Cash Flows from Investing Activities
Cash acquired in acquisition of OpenReel	82,219	0
Net cash provided by investing activities	82,219	0
Cash Flows from Financing Activities:
Effect of Merger, net of transaction costs (Note 4)	0	(7,615,462)
Payment of GEM commitment fee	(1,200,000)	0
Repayment of convertible notes (Yorkville)	(750,000)	0
Proceeds from term notes, net of issuance costs	2,782,438	0
Repayment of term notes	(1,939,583)	0
Partial repayment of convertible note		0
Proceeds from Yorkville redemption premium	35,040	0
Proceeds from advance from related party	100,000	0
Proceeds from issuance of GEM promissory note	0	0
Proceeds received for exercise of Pre-Funded warrants	2,072	0
Proceeds from issuance of shares to Yorkville under the SEPA agreement	880,943	0
Proceeds from issuance of common stock	6,257,368	30,761
Net cash provided by financing activities	8,486,963	2,621,000
Net decrease in cash	(1,006,221)	1,070,219
Cash at beginning of period	2,093,718	1,023,499
Cash at end of period	1,087,497	2,093,718
Supplemental disclosure of cash flow information:
Cash paid for interest	338,393	955,848
Cash paid for taxes	5,113	9,862
Non-cash investing and financing activities
Shares issued to Roth for advisory fee	578,833	0
Shares issued for marketing expenses	334,772	0
Shares issued to MZHCI for investor relations services	94,800	0
Shares issued to J.V.B for payment of outstanding debt	115,000	0
Shares issued to Hudson for consulting fee	166,501	0
Shares issued to Perkins Coie LLP for payment of oustanding debt	919,700	0
Settlement of GEM commitment fee	200,000	0
Shares issued to Yorkville for redemption premium	115,800	0
Shares issued for exercise of Pre-Funded warrants	2,072	0
Deemed dividend - Series A and Series B warrant modification	418,360	0
Shares issued to CP BF for debt restructuring	1,287,003	0
Non-cash warrants and pre-funded warrants issued to CP BF for debt restructuring	2,763,161	0
Premium Issued As Part Of CP BF Debt Modification	4,079,225	0
Shares issued to Alco for debt restructuring	1,098,614	0
Non-cash warrants and pre-funded warrants issued to Alco for debt restructuring	7,768,006	0
Derecognition of Cantor fee	4,000,000	0
Consideration transferred for acquisition of OpenReel	20,826,920	0
Right-of-use assets obtained in exchange for lease obligations	76,269	0
Issuance of Cantor Fee Shares	0	(111)
Assets acquired in acquisition of OpenReel	24,484,460
Liabilities assumed in acquisition of OpenReel	3,657,540
Shares issued to Yorkville of aggregate commitment fee	500,000	3,288,000
Issuance of warrants accounted for as a liability	0	2,448,000
GEM commitment fee	0	2,000,000
Deferred offering costs	0	(3,233,097)
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and issuance costs	0	958,822
Change in fair value of warrant liability	(626,000)	(1,807,000)
Change in fair value of simple agreement for future equity	0	(207,570)
Change in fair value of bifurcated embedded derivative liabilities	0	(1,404,863)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes, net of issuance costs	2,602,000	3,235,000
Non-cash investing and financing activities
Conversion of convertible notes	0	3,346,232
Conversion of simple agreement for future equity	0	456,234
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	1,532,475	513,977
Amortization of debt discount and issuance costs	1,393,785	2,410,735
Loss on conversion and settlement of Alco promissory notes	4,808,882	0
Loss on conversion and settlement of CP BF notes	6,529,402	0
Change in fair value of warrant liability	(572,700)	115,000
Change in fair value of simple agreement for future equity	0	(2,752,430)
Change in fair value of bifurcated embedded derivative liabilities	(51,000)	(3,063,278)
Cash Flows from Financing Activities:
Partial repayment of convertible note	(283,315)
Proceeds from issuance of notes payable, net of issuance costs	0	4,387,701
Proceeds from issuance of convertible notes, net of issuance costs	0	2,583,000
Non-cash investing and financing activities
Conversion of convertible notes	2,540,091	7,271,368
Bifurcated embedded derivative liabilities at issuance	12,000	0
Modification of convertible notes payable	0	9,909
Shares issued under share transfer agreement	0	2,498,965
Conversion of simple agreement for future equity	0	6,049,766
Yorkville [Member]
Non-cash investing and financing activities
Shares issued to Yorkville for redemption premium	115,800
Conversion of convertible notes	4,130,000	0
GEM [Member]
Non-cash investing and financing activities
Shares issued to GEM	784,943	0
Issuance of convertible promissory note	1,000,000	0
CP BF Convertible Notes [Member]
Non-cash investing and financing activities
Conversion of convertible notes	$ 216,284	$ 0

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2024	Apr. 10, 2025	Jun. 30, 2024
Document Information [Line Items]
Entity Registrant Name	Banzai International, Inc.
Trading Symbol	BNZI
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 4,576,909
Amendment Flag	false
Entity Central Index Key	0001826011
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39826
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	206
Local Phone Number	414-1777
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Tax Identification Number	85-3118980
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Marlton, NJ 08053
Documents Incorporated by Reference	None.
Auditor Opinion [Text Block]	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Banzai International, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Warrant [Member]
Document Information [Line Items]
Trading Symbol	BNZIW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,846,807
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,311,134

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	December 31, 2024			December 31, 2023
Computers and equipment	$	34,474		$	30,867
Less: accumulated depreciation		(30,935	)		(26,223	)
Property and equipment, net	$	3,539		$	4,644

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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 periods ended December 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 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. The estimated fair value of the convertible notes bifurcated embedded derivative liabilities, GEM warrant liabilities, Yorkville convertible note, SAFE, Agile term notes and 1800 Diagonal convertible notes represent Level 3 measurements.


Description	Level	December 31, 2024	December 31, 2023
Assets:
Bifurcated embedded derivative asset - related party	3	$63,000	$—
Definite-lived intangibles*	3	$3,903,320	$—
Definite-lived intangibles**	3	$3,883,853	$—
Goodwill - OpenReel (Note 5)*	3	$19,526,409	$—
Goodwill**	3	$18,972,475	$2,171,526
Liabilities:
Warrant liabilities - public	1	$2,300	$575,000
GEM warrant liabilities	3	$15,000	$641,000
Yorkville convertible note	3	$—	$1,766,000
Agile term notes	3	$3,143,000	$—
1800 Diagonal convertible notes	3	$432,000	$—

* Certain assets measured at the acquisition date

** Measured at year-end impairment testing

Warrant Liability - Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 230,000 shares of Common A Common Stock, which were outstanding as of December 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 December 31, 2024. See Note 15 - Warrant Liabilities for further details.

As of December 31, 2024, the Company recognized a gain of approximately $572,700 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.

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		(572,700	)
Balance at December 31, 2024	$	2,300

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 15 - Warrant Liabilities for further details.

As of December 31, 2024, the Company recognized a gain of approximately $626,000, 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		(626,000	)
Balance at December 31, 2024	$	15,000

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 14 - Debt for further details.

As of December 31, 2024, the Company recognized a loss of approximately $693,000 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		(4,130,000	)
Repayment in cash of Yorkville convertible notes		(750,000	)
Change in fair value		693,000
Balance at December 31, 2024	$	—

Bifurcated Embedded Derivative Assets and 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, terminating the embedded derivative.


	Fair Value
	Related Party			Third Party
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	$	—		$	—

The fair value of the embedded put options, relating to the Convertible Note to CP BF issued on September 23, 2024, 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. The bifurcated embedded derivative net asset was $63,000 as of December 31, 2024. Refer to Note 14 - Debt for further details.


	Fair Value
	CP BF Convertible
Issuance of convertible notes with bifurcated embedded derivative asset	$	12,000
Change in fair value		51,000
Balance at December 31, 2024	$	63,000

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 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 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 December 31, 2024 and December 31, 2023, respectively. Refer to Note 16 - Simple Agreements for Future Equity for further details.


	Fair Value
	Related Party			Third Party
Balance at December 31, 2022	$	8,802,196		$	663,804
Change in fair value		(2,752,430	)		(207,570	)
Conversion on SAFEs		(6,049,766	)		(456,234	)
Balance at December 31, 2023	$	—		$	—

Term Notes (Agile)

On July 22, 2024, September 13, 2024, and December 12, 2024, the Company entered into term loan promissory note agreements with Agile Lending, LLC, and Agile Capital Funding, LLC, as the collateral agent, as discussed further in Note 14 of the notes to the consolidated financial statements.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2024. The Company classified the Agile Term Notes as a Level 3 fair value measurement and used a discounted cash flow model to calculate the fair values as of July 22, 2024, September 13, 2024, and December 12, 2024, respectively, and for each subsequent reporting period. Key inputs for the valuation are summarized below. The discounted cash flow model uses inputs such as the contractual term of the note and a market participant interest rate.

The range of key inputs at issuance of the Agile term notes and for the period ended December 31, 2024, were as follows:


	July Agile Note						September Agile Note						December Agile Note
Key Inputs	July 22, 2024			December 12, 2024			September 13, 2024			December 12, 2024			December 12, 2024			December 31, 2024
Contractual term (years)		0.55			-			0.48			0.43			0.61			0.56
Interest rate		18.92	%		9.30	%		14.37	%		9.33	%		9.48	%		10.13	%

Refer to Note 14 - Debt, for a summary of the changes in the fair value of the Agile term notes which is a Level 3 financial liability measured at fair value on a recurring basis.

Convertible Notes (1800 Diagonal)

On August 16, 2024, September 24, 2024, and December 10, 2024, the Company entered into convertible promissory notes with 1800 Diagonal Lending, LLC, as discussed further in Note 14 of the notes to the consolidated financial statements.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2024. The Company classified the Notes as a Level 3 fair value measurement and used the Black-Scholes option pricing model to calculate the fair values as of August 16, 2024, September 24, 2024, and December 10, 2024, respectively and for each subsequent reporting period. Key inputs for the simulation are summarized below. The Black-Scholes simulation uses inputs such as the stock price, volatility, the contractual term of the note, risk free interest rates and dividend yields.

The range of key inputs for the Black-Scholes simulations at issuance of the 1800 Diagonal convertible notes and for the year ended December 31, 2024, were as follows:


	August 1800 Diagonal Note						September 1800 Diagonal Note						December 1800 Diagonal Note
Key Inputs	August 16, 2024			December 31, 2024			September 24, 2024			December 31, 2024			December 10, 2024			December 31, 2024
Stock price	$	5.58		$	1.53		$	8.24		$	1.53		$	2.05		$	1.53
Contractual term (years)		0.84			0.46			0.86			0.59			0.86			0.80
Risk-free rate		5.00	%		4.25	%		4.34	%		4.23	%		4.29	%		4.19	%
Volatility(1)		114	%		191	%		192	%		264	%		222	%		232	%
Maturity probability		80	%		80	%		80	%		80	%		75	%		75	%
Default probability		20	%		20	%		20	%		20	%		25	%		25	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(1) The Company utilized historical equity volatility in measurement of the fair value of the notes.

Refer to Note 14 - Debt, for a summary of the changes in the fair value of the 1800 Diagonal convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis.

Business Combination, including Definite-Lived Intangibles

The significant unobservable inputs used in our level 3 fair value measurement of business combinations, including definite-lived intangibles at the acquisition date (Note and 5) are as follows:


Area	Valuation Techniques	Unobservable Input	2024	2023
Business Combination (Note 5)	Various *	Growth rate	5.8%	None
		Weighted average cost of capital	13.5%	None
		Internal rate of return	11.3%	None

Customer Relationship (Note 5)	Distributor method	Long-term revenue growth rate	5.8%	None
		Revenue growth attributable to exiting customers	50.0%	None
		Existing customer attrition	20.0%	None
		Distributor EBITA margin	7.5%	None
		Contributory asset charges rate	0.9% - 1.4%	None
		Weighted average cost of capital	13.5%	None

Trade name (Note 5)	Relief-from-royalty method	Long-term revenue growth rate	5.8%	None
		Royalty rate	2.0%	None
		Contributory asset charges rate	1.5%	None
		Weighted average cost of capital	13.5%	None

Technology (Note 5)	Multi-period excess earnings method	Long-term revenue growth rate	5.8%	None
		R&D expense for new developed technology	12.5%	None
		Developed technology obsolescence rate	30.0%	None
		Contributory asset charges rate	0.2% - 2.3%	None
		Weighted average cost of capital	13.5%	None

* Includes all of the valuation techniques for each of the fair valued assets above as of the acquisition date (Note 5)

Goodwill

The significant unobservable inputs used in our level 3 fair value measurement of goodwill as of our annual impairment assessment date of December 31, 2024, are as follows (Notes 3 and 11):


Area	Valuation Techniques	Unobservable Input	2024	2023
Goodwill	Discounted cash flow	Long-term revenue growth rate	5.8%	None
		Cost of sales as a percentage of revenue	13.9%	None
		Gross profit margin	86.1%	None
		Operating expenses as a percentage of revenue	49.5% - 74.5%	None
		EBITDA margin	11.6% - 36.6%	None
		EBITDA growth rate	3.0% - 45.9%	None
		Weighted average cost of capital	13.5%	None

	Market - Guideline public company	Revenue multiples	2.9x - 3.10x	None
		Weighting	25.0% - 50.0%	None

	Market - Guideline transaction	Revenue multiple	3.25x	None

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
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-Topic 820
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 820
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2024
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy. The sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director or executive officer is a party thereto. 2024 Policies and Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI). Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing MNPI Considered	true
Award Timing, How MNPI Considered	the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI).
MNPI Disclosure Timed for Compensation Value	false

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

Debt - Additional Information (Details 6) - USD ($)		12 Months Ended
Debt - Additional Information (Details 6) - USD ($)	Feb. 19, 2021	Dec. 31, 2024	Dec. 31, 2023	Sep. 23, 2024	Oct. 10, 2022
CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Derivatives measured at fair value	$ 3,000			$ 12,000
Convertible Notes [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Capitalized debt issuance costs	71,674
Convertible Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense		$ 350,430	$ 422,507
Interest expense debt		325,818	395,575
Debt related commitement fees and debt issuance costs		$ 24,612	$ 26,932
Effective interest rate percentage		16.00%	16.00%
Medium-term Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense		$ 851,175	$ 1,140,106
Interest expense debt		772,550	1,058,230
Debt related commitement fees and debt issuance costs		$ 78,625	$ 81,876
Term Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Capitalized debt issuance costs	$ 310,589
Effective interest rate percentage		16.00%	16.00%
First Amendment Convertible Note [Member] \| CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 321,345

Segment Reporting - Summary of Reconciliation Between Reportable Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	$ (13,467,744)	$ (9,795,551)
Interest income	(10)	(813)
Gain (loss) on extinguishment of liabilities, net	680,762	0
Loss on debt issuance	653,208	0
SEPA commitment fee and deferred fee expense	0	3,826,176
GEM warrant expense	0	2,448,000
GEM commitment fee expense	0	2,000,000
GEM settlement fee expense	200,000	0
Yorkville prepayment premium expense	(80,760)	0
Goodwill impairment	2,725,460	0
Depreciation and amortization	24,179	7,160
Loss before income taxes	(31,513,389)	(14,406,262)
Nonrelated Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense	0	1,068,447
Related Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense	3,047,101	4,486,027
Banzai Operating Co. [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Goodwill impairment	0
OpenReel [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Goodwill impairment	2,725,460
Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	(13,418,786)	(18,062,391)
Changes in fair value of financial instruments	(478,288)	(9,154,141)
Interest income	(10)	(813)
Gain (loss) on extinguishment of liabilities, net	390,801
Loss on conversion of liabilities	11,338,284
Loss on debt issuance	653,208
GEM settlement fee expense	200,000
Yorkville prepayment premium expense	80,760
Goodwill impairment	2,725,460
Depreciation and amortization	24,179	7,160
Other	113,108	(62,809)
Loss before income taxes	(31,513,389)	(14,406,262)
Operating Segments [Member] \| Nonrelated Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense		1,068,447
Operating Segments [Member] \| Related Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense	3,047,101	4,486,027
Operating Segments [Member] \| Banzai Operating Co. [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	(13,484,311)	$ (18,062,391)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	$ 65,525

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

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 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 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.

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 22,929 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 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.

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 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, 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.

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 10,598 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	$	—		$	—

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, 2024, interest expense on the Alco August Promissory Note totaled $11,284, comprised of $8,022 of contractual accrued interest and $3,261 for the amortization of the discount. 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, 2024 the Alco August Promissory Note was converted in full (see below). As of December 31, 2023, $150,000 of principal and $4,044 of accrued interest was outstanding under the Alco August Promissory Note recorded in note payable - related party, net of discount on the consolidated 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 were due and payable on September 30, 2024, however the due date was extended and the debt subsequently settled (see below). 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, 2024, interest expense on the Alco September Promissory Note totaled $283,188, comprised of $92,822 of contractual accrued interest and $190,366 for the amortization of the discount. 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, 2024 the Alco September Promissory Note was converted in full (see below). As of December 31, 2023, $1,500,000 of principal and $30,575 of accrued interest was outstanding under the Alco September Promissory Note recorded in note payable - related party, net of discount on the consolidated 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 were due and payable on April 13, 2024, however the due date was extended and the debt subsequently settled (see below). 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, 2024, interest expense on the Alco November Promissory Note totaled $321,189, comprised of $43,891 of contractual accrued interest and $277,298 for the amortization of the discount. 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, 2024 the Alco November Promissory Note was converted in full (see below). As of December 31, 2023, $750,000 of principal and $7,397 of accrued interest was outstanding under the Alco November Promissory Note recorded in note payable - related party, net of discount 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 year ended December 31, 2024, interest expense on the Alco December Promissory Note totaled $936,941, comprised of $117,040 of contractual accrued interest and $819,901 for the amortization of the discount. 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, 2024 the Alco December Promissory Note was converted in full (see below). As of December 31, 2023, $2,000,000 of principal and $7,890 of accrued interest was outstanding under the Alco December Promissory Note recorded in note payable – related party, net of discount 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%.

April 2024 and May 2024 Amendment

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 (the "Alco April 2024 Amendment"). On May 30, 2024, both parties agreed to again amend the Alco August Promissory Note and Alco November Promissory Note to further amend the maturity date to the earlier of (a) August 29, 2024 or (b) the closing of the next transaction (an “Offering”) in which the Company sells any of its Common Stock for cash with net proceeds of $4,000,000 or greater or if the holder acquires Common Stock in an amount not less than the then outstanding balance of the Alco August Promissory Note and Alco November Promissory Note (the "Alco May 2024 Amendment"). The Company evaluated the terms of both the Alco April 2024 Amendment and Alco May 2024 Amendment (the "Alco 2024 Amendments") 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 Alco 2024 Amendments. Accordingly, the Company

accounted for the Alco 2024 Amendments as troubled debt restructurings by calculating a new effective interest rate for the Alco 2024 Amendments based on the carrying amount of the debt and the present value of the revised future cash flows payment streams. The troubled debt restructurings 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.

September 2024 Alco Promissory Note Conversion and Settlement

On September 19, 2024, the Company and Alco agreed to convert an aggregate balance of $4,711,681 of debt inclusive of principal and accrued interest, representing the aggregate total balance outstanding to Alco as of that date (excluding the carrying value of debt discounts), into 282,420 shares of Class A Common Stock, Warrants to purchase up to 1,331,340 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock (collectively, the “Alco Securities”), and in full settlement of the balance outstanding to Alco. The Company recognized the issuance of the Alco Securities, on September 19, 2024, in full settlement of all amounts owing to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $1,098,614, $3,687,812, and $4,080,194, respectively. As a result of this transaction, the Company recognized a loss on extinguishment of $4,808,882, as of September 23, 2024, which was recognized as loss on conversion and settlement of Alco promissory notes per the condensed consolidated statement of operations.

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 17,813 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 December 31, 2024, the Company has issued an aggregate of 190,001 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 December 31, 2024 is $215,057 recorded in the convertible notes line on the consolidated balance sheet. The Company notes the GEM Promissory Note is in

default as the Company failed to make the required payments under the agreement. The remaining balance of $215,057 outstanding as of December 31, 2024 was settled in cash during Q1 2025 and there is no outstanding balance as of March 31, 2025.

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 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 “December Yorkville Convertible Note”). The Company received net proceeds of $1,800,000 after a non-cash original issue discount of $200,000.

On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $1,000,000 (the “Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $4,500,000 to be advanced by Yorkville to the Company in the form of convertible promissory notes. On February 5, 2024 in exchange for a promissory note in the principal amount of $1,000,000 (the “February Yorkville Promissory Note”), with the same terms as the December Yorkville Convertible Note, the Company received net proceeds of $900,000 after an 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" and, together with the December Yorkville Convertible Note and February Yorkville Promissory Note the" Yorkville Promissory Notes"), received net proceeds of $1,250,000 after an original issue discount of $250,000 from Yorkville.

On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the “Original Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes. Under the Original Debt Repayment Agreement, Yorkville agreed that, upon completion of a Company registered offering and repayment of an aggregate $2,000,000 outstanding under the Yorkville Promissory Notes (the “Original Repayment Amount”), Yorkville would not deliver to the Company any Investor Notice (as defined in the SEPA) and would not exercise its right to convert the remainder of the amount outstanding under the Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter. Under the Original Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $200,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Company’s Class A common stock, par value $0.0001 per share. The Debt Repayment Agreement was conditioned on the completion of the offering by June 2, 2024.

On May 22, 2024, the Company and Yorkville entered into an Amended and Restated Debt Repayment Agreement (the “Amended Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes, which amends and restates the Original Debt Repayment Agreement. Under the Amended Debt Repayment Agreement, Yorkville has agreed that, upon completion of a registered offering and repayment of an aggregate $750,000 outstanding under the Yorkville Promissory Notes (the “Amended Repayment Amount”), Yorkville will not deliver to the Company any Investor Notice (as defined in the SEPA) and will not exercise its right to convert the remainder of the amount outstanding under the Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter (the “Stand-still Period”); provided that the Company will seek any consents necessary to allow Yorkville to issue Investor Notices or exercise its right to convert the remainder of the amount outstanding under the Promissory Notes after a period of 60 days following the closing of the offering. Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice for shares of Class A Common Stock (the “Q2 Prepayment Premium”). The Amended Debt Repayment Agreement was conditioned on the completion of the offering by May 29, 2024, which condition was satisfied upon the closing of the offering on May 28, 2024 (the "May 2024 Offering").

Pursuant to the terms of the Amended Repayment Agreement, the Company made a cash principal payment of $750,000 on May 31, 2024 (the “Repayment Date”), and issued an Advance Notice for the purchase of 12,000 shares of Class A Common Stock (the “Premium Advance Shares”) (representing the number of shares the Company reasonably believed would be sufficient to result in net proceeds of $75,000 as of the Repayment Date) (the “Premium Advance”). The total purchase price for the Premium Advance was $110,040, of which $75,000 was applied in satisfaction of the Payment Premium, and the remaining $35,040 was paid by Yorkville to the Company in cash (the “Cash Surplus”). The Premium Advance Shares were

recorded at fair value totaling $115,800 on the Repayment Date, and the excess of fair value over the Cash Surplus was recorded to the consolidated statement of operations in line Yorkville prepayment premium expense.

On September 20, 2024, the Company entered into a Floor Price Reduction Agreement (the “Floor Price Reduction Agreement”) with Yorkville. The Company and Yorkville, pursuant to the Floor Price Adjustment Agreement, agreed to amend and restate the prior repayment agreements such that the outstanding principal under the Amended Debt Repayment Agreement was reduced to $0.7 million, with no remaining interest, the floor price, as described in the Outstanding Promissory Notes, was adjusted to $2.00, and the maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025.

The Yorkville Promissory Notes have a maturity date (as modified by the Floor Price Reduction Agreement) of January 17, 2025, 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 December 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 subsequent to the Stand-still Period through maturity. 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 18). 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 Promissory Notes agreement (each an "Amortization Event"), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Promissory 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 year ended December 31, 2024, $2,000,000 of the full outstanding principal under the December Yorkville Convertible Note, respectively, was converted into 275,383 shares of Class A Common stock of the Company. During the year ended December 31, 2024, the full principal amount of $1,000,000 under the February Yorkville Promissory Note was converted into 28,910 Class A Common stock of the Company. During the year ended December 31, 2024, the full outstanding principal amount of $750,000 under the March Yorkville Promissory Note was converted into 149,863, Class A Common stock of the Company.

As of December 31, 2024 and December 31, 2023, the principal amount outstanding under the Yorkville Promissory Notes was $0 and $2,000,000, respectively. During the year ended December 31, 2024, the Company recorded interest expense of $80,760 in connection with the Yorkville Promissory Notes, all of which was related to the Premium Advance.

The Yorkville Promissory 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 Promissory Notes as of December 31, 2024 and December 31, 2023 was $0 and $1,766,000, respectively. The Company used a Monte Carlo simulation model in order to determine the Yorkville Promissory 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 year ended December 31, 2024 and 2023, the Company recorded a loss of $693,000 and a gain of $34,000, respectively, related to the change in fair value of the Yorkville Promissory Notes liability, respectively. As of December 31, 2024, the full outstanding balances of the Yorkville Promissory Notes have been converted into the Company's Class A Common stock and repaid.

Term and Convertible Notes (CP BF) - related party

During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind (“PIK”) cumulatively at 1.5% per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (“Loan Maturity Date”). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5% per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price of $133.64 per unit. 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.

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.

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

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

On 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.

The effective interest rate for the Term Note was 16% for the year ended December 31, 2024 and 2023. 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. For the year ended December 31, 2024, interest expense on the Term Note totaled $851,175, comprised of $772,550 of contractual interest and $78,625 for the amortization of the discount. For the year ended December 31, 2023, interest expense on the Term Note totaled $1,140,106, respectively, comprised of $1,058,230 of contractual interest and $81,876 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 year ended December 31, 2024 and 2023. For the year ended December 31, 2024, interest expense on the Convertible Notes totaled $350,430 comprised of $325,818 of contractual interest and $24,612 for the amortization of the discount. 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 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.

CP BF restructuring - related party

On September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the "Old CP BF Notes") into a single convertible note (the "2024 CP BF Convertible Note"). In accordance with ASC 470 Debt, the Company treated the Old CP BF Notes as extinguished and recognized a loss on debt extinguishment of $6,529,402, determined by the sum of the fair value of the 2024 CP BF Convertible Note, plus the fair value of the additional equity consideration given as part of the side letter and share purchase agreement, as discussed below, in excess of the carrying value of the Old CP BF Notes. After consideration of the below transactions it was determined CP BF is a related party as they own approximately 16% of the outstanding Class A Common Stock.

In conjunction with the side letter, the Company agreed to issue to CP BF, 70,000 shares of the Company's Class A Common Stock. On September 23, 2024 the transaction was finalized and the Company issued the 2024 CP BF Convertible Note with a principal amount of $10,758,775. The outstanding principal balance of the 2024 CP BF Convertible Note together with accrued interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2027 (“2024 Loan Maturity Date”). The 2024 CP BF Convertible Note accrues interest at a rate of 15.5% which interest shall be paid in kind monthly and is convertible at the holder's option at any time on or following the effectiveness of the first resale registration statement covering the applicable conversion shares at a fixed conversion price per share of $3.89. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the 2024 CP BF Convertible Note will bear PIK interest at a per annum rate of 20% (“2024 Default Rate”).

The Company may voluntarily prepay the principal of the 2024 CP BF Convertible Note, 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 interest with respect to the principal amount so prepaid through the date the prepayment is made and (ii) 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 (iii) all other Obligations, if any, that shall have become due and payable

hereunder with respect to the principal amount so prepaid. The 2024 CP BF Convertible Note obtain features that relate to the mandatory prepayment, either partially or in whole, upon certain contingent events.

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 $12,000. 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 asset 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). For the year ended December 31, 2024, the fair value of the bifurcated derivatives totaled to $51,000. The Company recorded a gain related to the change in fair value of the bifurcated derivatives of $51,000 for the year ended December 31, 2024.

In October 2024, CP BF exercised its optional conversion option in which it received 55,600 Class A Common Stock at the fixed conversion price per share of $3.89 in satisfaction of $216,284 of the Companies obligations under the 2024 CP BF Convertible Note.

On September 23, 2024, the Company entered into a Securities Purchase Agreement (the “CP BF SPA”), a Registration Rights Agreement (the “CP BF RRA”), a Lock-Up Agreement (the “CP BF Lock Up”) and issued CP BF a Common Stock Purchase Warrant (the “CP BF Warrant”) and a Pre-Funded Warrant (the “CP BF Pre-Funded Warrant,” together with the CP BF SPA, CP BF RRA, CP BF Lock Up and CP BF Warrant, the “CP BF Transaction Documents”). Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into 260,849 shares of Class A Common Stock, CP BF Warrants to purchase up to 565,553 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 304,704 shares of Class A Common Stock (all such securities and shares collectively referred to as the “CP BF Registrable Securities”). The CP BF Warrant can be exercised at an initial exercise price of $3.89 per share, subject to adjustment for a term of five years. The CP BF Pre-Funded Warrant will be exercisable at any time after the date of issuance at an exercise price of $0.0001. Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless exercise. Pursuant to the CP BF RRA, the Company agreed to file a registration statement to register the CP BF Registrable Securities and for the registration statement to become effective on or before December 9, 2024. Under the CP BF Lock-Up, the Company’s CEO, Joe Davy, agreed not to sell an aggregate of 2,311,143 shares of Class B Common Stock that he owns until such time as CP BF no longer owns any of the CP BF Registrable Securities.

As further discussed in Note 18 - Equity, on September 24, 2024, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement with gross proceeds to the Company of approximately $4.6 million. One of the contingent redemption features in the 2024 CP BF Convertible Note relates to the Company prepaying, either partially or in whole, the obligations in an aggregate amount upon the sale of the Company's capital stock equal to 20% of the cash proceeds in excess of $3,000,000. The Company paid a total of $283,315 of which satisfied outstanding principal under the 2024 CP BF Convertible Note.

The effective interest rate for the 2024 CP BF Convertible Note was approximately 15.4% for the year ended December 31, 2024. For the year ended December 31, 2024, interest expense on the 2024 CP BF Convertible Note totaled $368,525 consisting of $369,459 of contractual interest offset by $934 of amortization of the debt premium.

The following table presents the 2024 CP BF Convertible Note as of December 31, 2024:


Face value of the CP BF convertible notes	$	8,758,775
Debt premium, net		11,066
Carrying value of the CP BF convertible notes		8,769,841
Accrued interest		369,459
Prepayments made		(283,315	)
Conversions		(216,284	)
Total CP BF convertible notes and accrued interest	$	8,639,701

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


Face value of the CP BF convertible notes	$	1,821,345
Debt discount, net		(17,370	)
Carrying value of the CP BF convertible notes		1,803,975
Accrued interest		1,240,297
Carrying value of the CP BF term note extinguished		(3,044,272	)
Total CP BF convertible notes and accrued interest	$	—

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


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

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


Face value of the CP BF term note	$	6,500,000
Debt discount, net		(50,961	)
Carrying value of the CP BF term note		6,449,039
Accrued interest		853,451
Carrying value of the CP BF term note extinguished		(7,302,490	)
Total CP BF term note and accrued interest	$	—

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


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

Term Notes (Agile)

On July 22, 2024, the Company entered into a subordinated business loan and security agreement (the "July Subordinated Business Loan and Security Agreement") with Agile Lending, LLC and Agile Capital Funding, LLC as the collateral agent. On July 22, 2024, the Company issued a subordinated secured promissory note (the “July Agile Note”) for an aggregate principal amount of $787,500 and received $750,000 of proceeds, net of administrative agent fees $37,500 to the collateral agent, with a maturity date of February 5, 2025 under the subordinated business loan and security agreement. The loan under the agreement bears interest at a rate of 42% and will be calculated on a three hundred and sixty (360) day year based on the actual number of days lapsed, and interest shall accrue on the loan commencing on and including the effective date pursuant to the Agreement's weekly repayment and amortization schedule.

On September 13, 2024, the Company entered into a subordinated business loan and security agreement (the "September Subordinated Business Loan and Security Agreement") with Agile Lending, LLC and Agile Capital Funding, LLC as the collateral agent. On September 13, 2024, the Company issued a subordinated secured promissory note (the “September Agile Note”) for an aggregate principal amount of $262,500 and received $250,000 of proceeds, net of administrative agent fees $12,500 to the collateral agent, with a maturity date of March 3, 2025 under the September Note. The September Note bears interest at a rate of 48%, and interest will be calculated on a three hundred and sixty (360) day year based on the actual number of days lapsed, and interest shall accrue on the September Note commencing on and including the effective date pursuant to the September Note Agreement's weekly repayment and amortization schedule.

On December 12, 2024, the Company issued a subordinated secured promissory note (the “December Agile Note”) for an aggregate principal amount of $2,400,000 and received $1,782,438 of proceeds, net of administrative agent fees of $120,000 paid to the collateral agent, and net of payments to Agile Lending, LLC of $319,500 and $178,063 in respect to early prepayment of the remaining outstanding balances of the July Agile Note and September Agile Note, with a maturity date on

the December Agile Note of July 10, 2025. The December Agile Note bears interest at a rate of 44%, and interest will be calculated on a three hundred and sixty (360) day year based on the actual number of days lapsed, and interest shall accrue on the December Agile Note commencing on and including the effective date pursuant to the December Agile Note Agreement’s weekly repayment and amortization schedule.

Upon the modification on December 12, 2024, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing July Agile Note and September Agile Note due to the terms of the December Agile Note being substantially different from the terms of the July and September Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $1,071,563.

The July Agile Note, the September Agile Note, and the December Agile Note are together referred to as the “Agile Notes”.

The collateral under the subordinated business loan and security agreements consist of all of the Company’s goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including intellectual property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other collateral accounts, all certificates of deposit, fixtures, letters of credit rights, securities, and all other investment property, supporting obligations, and financial assets. Upon any Changes in Business or Management, Ownership (as defined in the agreements) or upon an Event of Default (as defined in the agreements), each of the July Agile Note and or the September Agile Note then-outstanding will become accelerated and the Company shall immediately pay to Agile an amount equal to the sum of (i) all outstanding principal of the term loan plus accrued and unpaid interest thereon accrued through the prepayment date, (ii) a Prepayment Fee (as defined in the agreements), plus (iii) all other obligations that are due and payable, including, without limitation, incremental interest at the Default Rate of 5.0% (as defined in the agreements). Additionally, the Company may voluntarily prepay the July Agile Note and or the September Agile Note, in accordance with their terms, in whole or in part at any time. On the date of such prepayment of any principal amounts, the Company will owe to Agile a Prepayment Fee comprising a make-whole premium payment on account of such principal amount prepaid, which shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date of the respective note, as described above.

The Agile Notes include contingent redemption (put) rights which trigger mandatory prepayment and a make-whole premium upon certain events including an event of default, and defaulted contingent interest upon an event of default.

Due to the contingent redemption put feature and default interest embedded feature within the Agile Notes, the Company elected to account for the Agile Notes at fair value at their respective dates of issuance and in subsequent reporting periods, pursuant to ASC 825 Financial Instruments (“ASC 825”). The Company will record changes in the fair value of the notes that relate to changes in credit risk to other comprehensive income. The remaining changes in fair value, including the component related to accrued interest, will be recorded through the other (income) expense section of the Company’s condensed consolidated statements of operations and comprehensive loss statement in a single line item.

Interest expense on the Agile Notes totaled $100,095 for the year ended December 31, 2024 and is included in the fair value of the notes.

The following presents the Agile Notes as of December 31, 2024:


	Fair Value
Balance at December 31, 2023	$	—
Issuance of Agile term notes		3,450,000
Loss on debt issuance		390,000
Loss on restructuring		1,071,563
Repayments in cash		(1,857,151	)
Change in fair value		88,588
Balance at December 31, 2024	$	3,143,000

Outstanding principal balance as of December 31, 2024	$	2,269,695
Accrued interest as of December 31, 2024	$	100,095

Convertible Notes (1800 Diagonal)

On August 16, 2024, the Company entered into a securities purchase agreement and promissory note agreement (the "August Securities Purchase Agreement") with 1800 Diagonal Lending LLC (“Lender”). On August 16, 2024 the Company issued a promissory note (the “August 1800 Diagonal Note”) for an aggregate principal amount of $184,000 and received $152,000 of proceeds, net of an original issue discount of $24,000 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of June 15, 2025. The August Securities Purchase Agreement stipulates that the Company and Lender may mutually agree to enter into additional tranches of promissory notes over the 12 month period commencing on August 16, 2024, up to an aggregate total of $750,000. The stated interest rate on the August Note is 12% per annum, and interest shall accrue on the August Note commencing on and including the issuance date pursuant to the August Agreement's monthly repayment and amortization schedule.

On September 24, 2024, the Company issued a second promissory note (the “September 1800 Diagonal Note”) for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of July 30, 2025. The stated interest rate on the September Note is 12% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the September Note Agreement's repayment and amortization schedule.

On December 10, 2024, the Company issued a third promissory note (the “December 1800 Diagonal Note”) for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of October 15, 2025. The stated interest rate on the December Note is 12% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement's repayment and amortization schedule.

The August 1800 Diagonal Note, the September 1800 Diagonal Note, and the December 1800 Diagonal Note are together referred to as the “1800 Diagonal Notes”.

Upon an event of default, as defined in the agreements, all or any portion of the 1800 Diagonal Notes that are then-outstanding, may become convertible at the option of the Lender into fully paid and non-assessable shares of the Company’s Common Stock up to 4.99% of the Company’s outstanding shares of Common Stock. The Notes become convertible at the lender’s option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the Note or Notes being converted in such conversion, plus (2) at the lender’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates to the respective note or notes being converted through the conversion date, plus (3) at the lender’s option, the default interest, divided by the “Conversion Price” then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Company’s Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

The 1800 Diagonal Notes include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default.

Due to these embedded features within the 1800 Diagonal Notes, the Company elected to account for the 1800 Agile Notes at fair value at their respective dates of issuance and in subsequent reporting periods, pursuant to ASC 825 Financial Instruments (“ASC 825”). The Company will record changes in the fair value of the notes that relate to changes in credit risk to other comprehensive income. The remaining changes in fair value, including the component related to accrued interest, will be recorded through the other (income) expense section of the Company’s condensed consolidated statements of operations and comprehensive loss statement in a single line item.

Interest expense on the 1800 Diagonal Notes totaled approximately $12,251 for the year ended December 31, 2024 and is included in the fair value of the notes.

The following table presents the 1800 Diagonal Notes as of December 31, 2024:


	Fair Value
Balance at December 31, 2023	$	—
Issuance of 1800 Diagonal convertible notes		432,400
Loss on debt issuance		92,208
Repayments in cash		(82,432	)
Change in fair value		(10,176	)
Balance at December 31, 2024	$	432,000

Outstanding principal balance as of December 31, 2024	$	370,886
Accrued interest as of December 31, 2024	$	15,935

- 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: 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 9: 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 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: 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 13: 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 14: 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 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Debt - Summary of Related Party and Third Party Convertible Notes (Details) - USD ($)	Dec. 31, 2023	Dec. 14, 2023
Related Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	$ 6,783,538
Debt discount, net	(131,867)
Carrying value of the convertible notes	6,651,671
Accrued interest	619,697
Conversion of convertible notes	(7,271,368)
Nonrelated Party [Member]
Debt Instrument [Line Items]
Face value of the convertible notes		$ 3,346,232
Face value of the convertible notes	3,196,206
Debt discount, net	(83,688)
Carrying value of the convertible notes	3,112,518
Accrued interest	233,714
Conversion of convertible notes	$ (3,346,232)

- 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

Revenue

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

7. 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 considers this method a faithful depiction of the transfer of control as services are substantially the same and have the same pattern of transfer over the life of the contract.

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, to multi-year 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

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

Demio

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

Reach

While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.

OpenReel

The OpenReel product offers subscription-based software as a service (SaaS) offerings to enterprise, media, entertainment and agency teams to remotely control, direct, script, film, and collaborate on high definition video projects from a mobile device or webcam. The Company enters into fixed price subscription contracts with customers, which can be monthly, annual, or multi-year agreements which auto-renew without discount for additional periods of the same duration as the initial term, unless either party requests termination in writing at least thirty (30) days prior to the end of the initial service term. The subscription revenues are recognized ratably over the term of the service agreement, which is considered an output method, as the obligation of hosting the SaaS product is fulfilled over the course of the agreement. The Company does not charge for implementation or recognize any revenues upfront due to minimal effort required. There are no financing components and payments are typically net 30 of date of receipt of invoice, or typically net 90 date of receipt of invoice for customers on multi-year subscription agreement contracts. It is nearly 100% certain that a significant revenue reversal will not occur.

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 $239,000 and $375,000, during the years ended December 31, 2024 and 2023, respectively.

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers for the years ended December 31, 2024 and 2023:


	Year Ended December 31,
	2024					2023
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,564,074		57	%	$	2,677,050		59	%
Europe, Middle East and Africa (EMEA)		1,492,561		33	%		1,511,886		33	%
Asia Pacific		471,244		10	%		372,364		8	%
Total	$	4,527,879		100	%	$	4,561,300		100	%

Contract Balances

Accounts Receivable, Net

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


	Opening Balance		Closing Balance		Opening Balance		Closing Balance
	1/1/2024		12/31/2024		1/1/2023		12/31/2023
Accounts receivable, net	$	105,049	$	936,321	$	68,416	$	105,049

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, 2024 and 2023, commission expenses were $270,335 and $299,450, respectively.

Capitalized commissions at the years ended December 31, 2024 and 2023 were $31,504 and $51,472, 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, 2024 and 2023:


Balance - December 31, 2022	$	69,737
Commissions Incurred		242,810
Deferred Commissions Recognized		(261,075	)
Balance - December 31, 2023		51,472
Commissions Incurred		180,141
Deferred Commissions Recognized		(200,109	)
Balance - December 31, 2024	$	31,504

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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

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

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

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

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

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

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

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

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

+ Details

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid commissions	$ 31,504	$ 51,472
Service Trade	239,041	364,384
Prepaid insurance costs	130,345	17,661
Prepaid consulting costs	76,767	120,332
Prepaid software costs	59,855	29,887
Prepaid advertising and marketing costs	29,133	11,074
Prepaid merchant fees	26,690	26,224
Prepaid data license and subscription costs	3,125	53,124
Other current assets	47,214	66,997
Total prepaid expenses and other current assets	$ 643,674	$ 741,155

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

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


	December 31, 2024		December 31, 2023
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,419,829	$	1,511,889
Sales tax payable		452,508		314,873
Accrued legal costs		315,764		2,694,439
Excise tax payable		223,717		223,717
Accrued payroll and benefit costs		207,970		185,504
Accrued streaming service costs		51,308		37,765
Accrued subscription costs		46,759		22,110
Deposits		—		54,102
Other current liabilities		173,163		149,841
Total accrued expenses and other current liabilities	$	3,891,018	$	5,194,240

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

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. 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 December 31, 2024, 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 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.

Debt Conversion Agreement with Alco

On September 19, 2024, the Company and Alco agreed to convert the outstanding balance of all debt owing to Alco, into equity in the form of common stock, common stock warrants and pre-funded warrants. See Note 14 - Debt and Note 18 - Equity, for further details related to the transaction and associated balances.

Debt Restructuring Agreement with CPBF

On September 5, 2024, the Company and CP BF agreed to amend the outstanding balance of all debt previously in the form of one term note and two convertible notes into one new consolidated convertible note. The newly issued consolidated convertible note was issued on September 23, 2024. Additionally on September 23, 2024, the Company and CP BF entered into a share purchase agreement where the Company issued equity in the form of common stock, common stock warrants and pre-funded warrants to CP BF for the reduction of $2 million of debt under the newly issued consolidated convertible note. See Note 14 - Debt and Note 18 - Equity, for further details related to the transaction and associated balances.

Due to Related Party of Company CEO

On September 12, 2024, the CEO of the Company loaned the Company an advance of $100,000. The advance is non-interest bearing, and matures one year from issuance. As of December 31, 2024, the entire balance remained outstanding and is included within due to related party under current liabilities on the accompanying consolidated balance sheet.

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-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/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2024

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 for the years ended December 31, 2024 and 2023:


	Year Ended December 31,
	2024					2023
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,564,074		57	%	$	2,677,050		59	%
Europe, Middle East and Africa (EMEA)		1,492,561		33	%		1,511,886		33	%
Asia Pacific		471,244		10	%		372,364		8	%
Total	$	4,527,879		100	%	$	4,561,300		100	%

Summary of Accounts Receivable, Net


	Opening Balance		Closing Balance		Opening Balance		Closing Balance
	1/1/2024		12/31/2024		1/1/2023		12/31/2023
Accounts receivable, net	$	105,049	$	936,321	$	68,416	$	105,049

Summary of Costs to Obtain Contract Activity

The following summarizes the costs to obtain a contract activity during the years ended December 31, 2024 and 2023:


Balance - December 31, 2022	$	69,737
Commissions Incurred		242,810
Deferred Commissions Recognized		(261,075	)
Balance - December 31, 2023		51,472
Commissions Incurred		180,141
Deferred Commissions Recognized		(200,109	)
Balance - December 31, 2024	$	31,504

Equity - Additional Information (Details) - USD ($)										12 Months Ended
Equity - Additional Information (Details) - USD ($)	Dec. 18, 2024	Dec. 10, 2024	Sep. 26, 2024	Sep. 24, 2024	Sep. 23, 2024	Sep. 19, 2024	May 28, 2024	May 22, 2024	Dec. 14, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 30, 2024	Dec. 23, 2024
Class of Stock [Line Items]
Common stock, shares authorized									350,000,000	275,000,000	275,000,000
Common stock par value										$ 0.0001	$ 0.0001
Common stock, shares issued										8,195,163	2,585,297
Preferred stock, shares authorized									75,000,000	75,000,000	75,000,000
Preferred stock, par value									$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding										1	0
Common stock voting rights										The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon.
Common stock, shares outstanding										8,195,163	2,585,297
General and administrative expenses										$ 16,548,902	$ 12,905,073
Legal fees								$ 409,000
Preferred stock, shares issued										1	0
Placement Agency Agreement [Member]
Class of Stock [Line Items]
Decrease in placement agent fee								$ 25,000
May 2024 Offering [Member]
Class of Stock [Line Items]
Common stock price per share								$ 9
Aggregate gross proceeds from offering								$ 2,500,000
Offering closing date								May 28, 2024
Transaction fees								$ 600,000
Net proceeds from private placement								$ 1,900,000
May 2024 Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants exercisable								173,223
Warrants exercise price								$ 0.005
Grant date fair value of warrants issued								$ 660,000
May 2024 Offering [Member] \| Common Warrants [Member]
Class of Stock [Line Items]
Warrant issue price per share								$ 9
Warrants exercisable								277,778
Warrants exercise price								$ 9
Warrants expiration term								5 years
Volatility								87.00%
Grant date fair value of warrants issued								$ 722,000
May 2024 Offering [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant issue price per share								$ 9
Warrants exercisable								16,667
Warrants exercise price								$ 9
Warrants expiration term								5 years
Volatility								87.00%
Grant date fair value of warrants issued							$ 100,000
May 2024 Offering [Member] \| Series A Warrants [Member]
Class of Stock [Line Items]
Warrants expiration term				5 years
May 2024 Offering [Member] \| Series B Warrants [Member]
Class of Stock [Line Items]
Warrants expiration term				18 months
September 2024 Offering [Member]
Class of Stock [Line Items]
Common stock price per share				$ 4.249
Aggregate gross proceeds from private placement			$ 5,000,000
Transaction fees			600,000
Net proceeds from private placement			$ 4,400,000
September 2024 Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued			1,176,471
Fair value of warrents net of issuance cost			$ 1,638,000
September 2024 Offering [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrant issue price per share			$ 6.08
Warrants issued			88,235
Warrants exercise price			$ 5.31
Warrants expiration term			5 years
Volatility			90.00%
Fair value of warrents net of issuance cost			$ 393,000
September 2024 Offering [Member] \| CP BF Warrant [Member]
Class of Stock [Line Items]
Grant date fair value of warrants issued					$ 1,185,268
September 2024 Offering [Member] \| CP BF Pre-Funded Warrant [Member]
Class of Stock [Line Items]
Grant date fair value of warrants issued					1,577,893
September 26, 2024 Series A Warrants and Series B Warrants [Member] \| Series A and B Warrants [Member]
Class of Stock [Line Items]
Warrants issued			2,352,942
Fair value of warrents net of issuance cost			$ 2,372,000
September 26, 2024 Series A Warrants and Series B Warrants [Member] \| Series A Warrants [Member]
Class of Stock [Line Items]
Warrant issue price per share			$ 6.08
Warrants exercise price			$ 4
Warrants expiration term			5 years
Volatility			90.00%
September 26, 2024 Series A Warrants and Series B Warrants [Member] \| Series B Warrants [Member]
Class of Stock [Line Items]
Warrants expiration term			1 year 6 months
Volatility			132.00%
September 2024 Alco Promissory Note Conversion and Settlement [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Grant date fair value of warrants issued						$ 4,080,194
September 2024 Alco Promissory Note Conversion and Settlement [Member] \| Common Warrants [Member]
Class of Stock [Line Items]
Grant date fair value of warrants issued						$ 3,687,812
September 2024 Alco Promissory Note Conversion and Settlement [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants expiration term						5 years
September 2024 CP BF Conversion and Settlement [Member]
Class of Stock [Line Items]
Debt outstanding settlement amount					$ 2,000,000
September 2024 CP BF Conversion and Settlement [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued					304,704
Maximum [Member]
Class of Stock [Line Items]
Common stock, shares authorized										275,000,000
Original issuance price										$ 293	$ 599
Minimum [Member]
Class of Stock [Line Items]
Original issuance price										$ 15	$ 419
H.C. Wainwright & Co., LLC [Member] \| September 2024 Offering [Member]
Class of Stock [Line Items]
non-accountable expense allowance				$ 50,000
H.C. Wainwright & Co., LLC [Member] \| September 2024 Offering [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants expiration term								5 years
Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Description of equity facility financing agreement										10,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance
Fair value of SEPA option										$ 0	$ 0
Commitment fee payable									$ 500,000
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.
OpenReel [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued	11,769,501
Warrants exercise price	$ 0.0001
OpenReel [Member] \| September 2024 Offering [Member] \| Series A and B Warrants [Member]
Class of Stock [Line Items]
Warrants exercise price		$ 4
Warrants exercise price, reduced		$ 2.5
Class A Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized									250,000,000	250,000,000	250,000,000
Common stock, shares issued										5,884,029	274,163
Common stock, shares outstanding										5,884,029	274,163
Common stock shares issued										5,884,029	274,163
Class A Common Stock [Member] \| May 2024 Offering [Member]
Class of Stock [Line Items]
Shares issued								104,556
Class A Common Stock [Member] \| May 2024 Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Shares issued								104,556
Class A Common Stock [Member] \| May 2024 Offering [Member] \| Common Warrants [Member]
Class of Stock [Line Items]
Shares issued								104,556
Class A Common Stock [Member] \| May 2024 Offering [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Shares issued								104,556
Class A Common Stock [Member] \| September 2024 Offering [Member]
Class of Stock [Line Items]
Grant date fair value of warrants issued					$ 1,014,703
Class A Common Stock [Member] \| September 2024 Alco Promissory Note Conversion and Settlement [Member]
Class of Stock [Line Items]
Shares issued						282,420
Warrant issue price per share						$ 3.89
Warrants issued						1,331,340
Warrants exercise price						$ 4.02
Volatility						87.00%
Grant date fair value of warrants issued						$ 1,098,614
Class A Common Stock [Member] \| September 2024 Alco Promissory Note Conversion and Settlement [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued						1,048,920
Class A Common Stock [Member] \| September 2024 CP BF Conversion and Settlement [Member]
Class of Stock [Line Items]
Shares issued					260,849
Warrant issue price per share					$ 3.89
Warrants issued					565,553
Warrants exercise price					$ 3.89
Warrants expiration term					5 years
Volatility					87.00%
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock, shares authorized	630,000											650,000
Common stock par value									$ 0.0001
Conversion of stock, shares converted										28,910
Total consideration payable in shares of class A common stock									$ 100,000,000
Common stock price per share	$ 1.61								$ 500				$ 1.68
Maximum conversion price									$ 100
Shares issued	550,000									650,000
Aggregate gross proceeds from offering	$ 881,000
Shares issued as payment of deferred fee										14,201
Class A Common Stock [Member] \| OpenReel [Member]
Class of Stock [Line Items]
Common stock par value	$ 0.0001
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized									25,000,000	25,000,000	25,000,000
Common stock, shares issued										2,311,134	2,311,134
Common stock, shares outstanding										2,311,134	2,311,134
Common stock shares issued										2,311,134	2,311,134
Class B Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock par value									$ 0.0001
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding										8,195,163	2,585,297
Common stock shares issued										8,195,163	2,585,297
Common Stock [Member] \| September 2024 Offering [Member]
Class of Stock [Line Items]
Shares issued				1,176,471
Common Stock [Member] \| September 2024 Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Warrants issued				1,176,471
Warrants exercise price				$ 0.001
Common Stock [Member] \| September 2024 Offering [Member] \| Series A Warrants [Member]
Class of Stock [Line Items]
Warrants exercise price				$ 4
Common Stock [Member] \| September 2024 Offering [Member] \| Series B Warrants [Member]
Class of Stock [Line Items]
Warrants issued				1,176,471
Warrants exercise price				$ 4
Common Stock [Member] \| H.C. Wainwright & Co., LLC [Member] \| September 2024 Offering [Member] \| Placement Agent Warrants [Member]
Class of Stock [Line Items]
Warrants issued				88,235
Warrants exercise price				$ 5.3125
Series FE Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value										$ 0.0001
Preferred stock, shares issued										1
Series FE Preferred Stock [Member] \| OpenReel [Member]
Class of Stock [Line Items]
Preferred stock, par value	$ 0.0001
Preferred stock term	2 years
Shares issued	1

Stock-Based Compensation - Summary of Activity Respect To RSUs (Details) - RSUs	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Granted	425,039
Units, Exercised	(81,788)
Units, Forfeited	(2,468)
Units, Ending Balance	340,783
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 2.65
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	21.84
Weighted Average Grant Date Fair Value, Ending Balance Outstanding \| $ / shares	$ 1.74

- 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
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill - Summary of Goodwill by Reportable Segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 2,171,526
Additions to goodwill (Note 5)	19,526,409
Impairment	(2,725,460)	$ 0
Goodwill, Ending Balance	18,972,475	2,171,526
Banzai Operating Co. [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	2,171,526
Impairment	0
Goodwill, Ending Balance	2,171,526	$ 2,171,526
OpenReel [Member]
Goodwill [Line Items]
Additions to goodwill (Note 5)	19,526,409
Impairment	(2,725,460)
Goodwill, Ending Balance	$ 16,800,949

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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- 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.

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+ Details

Simple Agreements for Future Equity - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 14, 2023	Dec. 31, 2023	Dec. 31, 2021
Third Party SAFEs [Member]
Simple Agreements for Future Equity [Line items]
Received gross proceeds			$ 269,000
Fair value of SAFE liability			269,000
Gain on change in fair value of SAFE liability		$ 207,570
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	833
Alco, DNX and William Bryant [Member]
Simple Agreements for Future Equity [Line items]
Received gross proceeds			3,567,000
Fair value of SAFE liability			$ 3,567,000
Gain on change in fair value of SAFE liability		$ 2,752,430
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	11,040

Segment Reporting - Additional Information (Details) - Segment	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
Number of reportable segments	2
Number of operating segments	2	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	Chief Executive Officer [Member]
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	Segment revenue and gross profit are determined on the same basis as consolidated revenue and consolidated gross profit as shown in the Company’s consolidated statements of operations. Segment adjusted EBITDA is defined as revenue less the following expenses associated with each segment: cost of revenue, people, marketing and advertising, technology, and other segment expenses. Segment adjusted EBITDA excludes certain non-cash items or items that management does not consider reflective of ongoing core operations.

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options, Beginning balance	15,013	6,349
Shares Underlying Options, Granted	28,448	17,375
Shares Underlying Options, Exercised		(355)
Shares Underlying Options, Expired	(2,004)	(127)
Shares Underlying Options, Forfeited	(15,796)	(8,229)
Shares Underlying Options, Ending balance	25,661	15,013	6,349
Shares Underlying Options, Exercisable	6,560
Weighted Average Exercise Price, Beginning Balance	$ 291.44	$ 105.24
Weighted Average Exercise Price, Granted	143.34	496.49
Weighted Average Exercise Price, Exercised		109.46
Weighted Average Exercise Price, Expired	309.24	599
Weighted Average Exercise Price, Forfeited	234.57	578.56
Weighted Average Exercise Price, Ending Balance	161.83	$ 291.44	$ 105.24
Weighted Average Exercise Price, Exercisable	$ 159.65
Weighted Average Remaining Contractual Term (in years), Outstanding	8 years 6 months 7 days	8 years 3 months 14 days	7 years 11 months 12 days
Weighted Average Remaining Contractual Term (in years), Exercisable	6 years 4 months 13 days
Intrinsic Value, Outstanding, Beginning balance	$ 109,821	$ 108,253
Intrinsic Value, Exercised		4,480
Intrinsic Value, Outstanding, Ending balance		$ 109,821	$ 108,253

Acquisition of OpenReel - Additional Information (Details) - USD ($)			12 Months Ended
	Dec. 31, 2024	Dec. 18, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 14, 2023
Business Acquisition [Line Items]
Common stock par value	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, par value	0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Net Income (Loss)			$ (31,513,389)	$ (14,406,262)
Series FE Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock, par value	$ 0.0001		$ 0.0001
OpenReel [Member]
Business Acquisition [Line Items]
Acquisition date		Dec. 18, 2024
Consideration received on transaction		$ 19,600,000
Volume weighted average price, measuring period		10 days
Total consideration paid		$ 20,826,920
Transaction costs		$ 209,085
Net Income (Loss)	$ 32,000
OpenReel [Member] \| Class A Common Stock [Member]
Business Acquisition [Line Items]
Common stock par value		$ 0.0001
Shares / Warrants issued		930,558
OpenReel [Member] \| Series FE Preferred Stock [Member]
Business Acquisition [Line Items]
Shares / Warrants issued		1
Preferred stock, par value		$ 0.0001
Preferred stock term		2 years
Total consideration paid		$ 0
OpenReel [Member] \| Pre-Funded Warrants [Member]
Business Acquisition [Line Items]
Warrants exercise price		$ 0.0001
Shares / Warrants issued		11,769,501
Total consideration paid		$ 19,300,805
OpenReel [Member] \| Pre-Funded Warrants [Member] \| Class A Common Stock [Member]
Business Acquisition [Line Items]
Number of shares called by each warrant		1

Warrant Liabilities

12 Months Ended

Dec. 31, 2024

Warrant Liabilities [Abstract]

Warrant Liabilities

15. Warrant Liabilities

Public Warrants

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $900.00

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

•

in whole and not in part;

•

at a price of $0.50 per Warrant;

•

upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and

•

GEM Financing Arrangement

Stock-Based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Weighted average grant date fair value	$ 7.15	$ 243
Unrecognized compensation expense related to unvested options	$ 212,936	$ 2,594,571
Period for unrecognized compensation expense related to unvested options yet has not been recognized	9 years 3 months	2 years 8 months 23 days
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Period for unrecognized compensation expense related to unvested options yet has not been recognized	3 years 4 months 13 days
Vesting period	4 years
Percentage of vesting on each anniversary	25.00%
Unrecognized compensation cost	$ 37,150
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	131,041	$ 1,245,796
General and Administrative Expense [Member] \| RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,034,639
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Stock options awarded	11,558	11,444
Aggregate number of shares of common stock issued, determined	11,444
Equity incentive plan, description	The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan is equal to 2% of the fully diluted common stock determined at the Close of the Merger Agreement, determined to be 11,444. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Purchase Plan, will automatically increase on January 1 of each year for a period of 10 years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of one percent (1%) of the total number of shares of the fully diluted common stock determined as of December 31 of the preceding year, or a number of shares of common stock equal to two hundred percent (200%) of the initial share reserve of 11,444.
Initial share reserve	11,444
Percentage of aggregate number of shares of common stock issued	2.00%
Expiration date	Jan. 01, 2033
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Stock options awarded	2,332	71,522
Aggregate number of shares of common stock issued, determined	71,522
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, determined to be 71,522. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Plan, 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, which were 71,522.
Initial share reserve	71,522
Percentage of aggregate number of shares of common stock issued	12.50%
Expiration date	Jan. 01, 2033

Debt - Summary of Notes (Details) - USD ($)	12 Months Ended
Debt - Summary of Notes (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Loss on debt issuance	$ 653,208	$ 0
Agile Notes [Member]
Debt Instrument [Line Items]
Issuance of Agile term notes	3,450,000
Loss on debt issuance	390,000
Loss on restructuring	1,071,563
Repayments in cash	(1,857,151)
Change in fair value	88,588
Balance	3,143,000
Outstanding principal balance	2,269,695
Accrued interest	100,095
1800 Diagonal Convertible Notes [Member]
Debt Instrument [Line Items]
Issuance of Agile term notes	432,400
Loss on debt issuance	92,208
Repayments in cash	(82,432)
Change in fair value	(10,176)
Balance	432,000
Outstanding principal balance	370,886
Accrued interest	$ 15,935

Fair Value Measurements - Summary of Changes in the Fair Value of the Yorkville Convertible Note (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurements (Details) [Line Items]
Loss on debt issuance	$ 653,208	$ 0
Repayment in cash of Yorkville convertible notes	(750,000)	0
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2023	1,766,000
Balance at December 31, 2024		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
Issuance of Yorkville convertible note	2,250,000
Loss on debt issuance	171,000
Payment in shares to settle Yorkville convertible notes	(4,130,000)
Repayment in cash of Yorkville convertible notes	(750,000)
Change in fair value	$ 693,000
Balance at December 31, 2024		$ 1,766,000

Revenue - Summary of Costs to Obtain Contract Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Capitalized Contract Cost, Net [Abstract]
Beginning Balance	$ 51,472	$ 69,737
Commissions Incurred	180,141	242,810
Deferred Commissions Recognized	(200,109)	(261,075)
Ending Balance	$ 31,504	$ 51,472

Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Equity

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.

May 22, 2024 Equity Financing

May 22, 2024 Common Warrants

of 0%). The relative fair value of these Common Warrants, net of issuance costs, on date of issuance was estimated to be approximately $722,000 and is reflected within additional paid-in capital.

May 22, 2024 Pre-Funded Warrants

May 22, 2024 Placement Agent Warrants

September 24, 2024 Equity Financing

September 26, 2024 Series A Warrants and Series B Warrants

September 26, 2024 Pre-Funded Warrants

September 26, 2024 Placement Agent Warrants

September 2024 Alco Promissory Note Conversion and Settlement

September 2024 CP BF Conversion and Settlement

OpenReel Acquisition Pre-Funded Warrants

Preferred Stock

Series FE Preferred Stock

Yorkville Standby Equity Purchase Agreement ("SEPA")

(i)

(ii)

- Definition

The entire disclosure for equity.

+ References

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

20. Income Taxes


Components of net loss before income taxes:	2024			2023
United States	$	(31,513,389	)	$	(14,406,262	)
Foreign	$	—		$	—

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,
	2024					2023
Statutory federal income tax benefit	$	(6,617,812	)	21.0	%	$	(3,025,315	)	21.0	%
State taxes, net of federal tax benefit		(463,682	)	1.5	%		(219,705	)	1.5	%
Change in valuation allowance		2,968,883		-9.4	%		2,079,231		-14.4	%
Change in state tax rate		16,101		-0.1	%		462,709		-3.2	%
Change in fair value estimates		(107,489	)	0.3	%		(2,050,026	)	14.2	%
Non-deductible interest - IRC 163(l)		516,624		-1.6	%		738,993		-5.1	%
Non-deductible transaction/restructuring costs		-		0.0	%		1,313,792		-9.1	%
Loss on debt conversion & extinguishment		2,935,747		-9.3	%		-		0.0	%
Nondeductible warrant issuance expense		-		0.0	%		552,321		-3.8	%
Impairment of goodwill		612,511		-1.9	%		-		0.0	%
Other non-deductible expenses		139,117		-0.5	%		148,000		-1.0	%
Effective tax rate	$	-		0.0	%	$	-		0.0	%

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


	As of December 31,
	2024		2023
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,
	2024			2023
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	12,347,734		$	6,368,669
Contribution carryforwards		23,718			24,626
Tax credits		91,889			—
Stock-based compensation		157,165			155,404
Accrual to cash adjustment		-			1,299
Starup costs & other intangibles		1,700,257			1,816,143
Acquired intangibles		(870,569	)		—
Lease Liabilities		16,339			52,805
Right of use assets		(16,308	)		(30,236	)
Accrued expenses		651,519			—
Capitalized R&D costs (Sec. 174)		1,930,337			798,802
Other		8,182			(3,363	)
		16,040,263			9,184,149
Valuation allowance		(16,040,263	)		(9,184,149	)
Deferred tax assets, net of allowance	$	—		$	—

As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $50,966,400 and $28,244,800, respectively. As of December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $24,014,200 and $12,350,800, respectively. Federal losses of $1,128,500 begin to expire in 2036 and $49,737,900 of the federal losses carryforward indefinitely. State losses of $22,175,100 begin to expire in 2031 and $6,069,700 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

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

The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2024, and 2023. 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, 2024, and 2023.

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, 2024, the 2017 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 tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Goodwill (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill by Reportable Segment

The following is a summary of goodwill by reportable segment as of and for the years ended December 31, 2024 and 2023:


	Banzai Operating Co.		OpenReel			Consolidated
Goodwill - December 31, 2023	$	2,171,526	$	—		$	2,171,526
Additions to goodwill (Note 5)		—		19,526,409			19,526,409
Accumulated impairment losses		—		—			—
Impairment		—		(2,725,460	)		(2,725,460	)
Goodwill - December 31, 2024	$	2,171,526	$	16,800,949		$	18,972,475

- 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
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-Section 55
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
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+ Details

Subsequent Events - Additional Information (Details)											12 Months Ended
Subsequent Events - Additional Information (Details)	Apr. 15, 2025 Warrant shares	Mar. 31, 2025 USD ($)	Jan. 31, 2025 USD ($) shares	Jan. 30, 2025 USD ($) $ / shares	Jan. 22, 2025 USD ($) $ / shares	Jan. 03, 2025 USD ($) shares	Jan. 01, 2025 USD ($) shares	Dec. 12, 2024 USD ($)	Sep. 13, 2024 USD ($)	Jul. 22, 2024 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Feb. 04, 2025 USD ($) shares	Jan. 21, 2025 shares	Dec. 18, 2024 shares	Mar. 26, 2024 USD ($)	Feb. 05, 2024 USD ($)	Dec. 14, 2023 $ / shares
Subsequent Event [Line Items]
Common stock, shares issued \| shares											8,195,163	2,585,297
Common stock par value \| $ / shares											$ 0.0001	$ 0.0001
Repayments of convertible promissory note											$ 750,000	$ 0
Subordinated Secured Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date								Jul. 10, 2025	Mar. 03, 2025	Feb. 05, 2025
Debt instrument, interest rate								44.00%	48.00%	42.00%
Aggregate principal amount								$ 2,400,000	$ 262,500	$ 787,500
Proceeds from issuance of secured debt								1,782,438	250,000	750,000
Administrative agent fees								$ 120,000	$ 12,500	$ 37,500
Class A Common Stock [Member]
Subsequent Event [Line Items]
Common stock, shares issued \| shares											5,884,029	274,163
Yorkville Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate principal amount																$ 1,500,000	$ 1,000,000
Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Shares issued \| shares											650,000				550,000
Common stock par value \| $ / shares																		$ 0.0001
Subsequent Event [Member] \| RSU's [Member]
Subsequent Event [Line Items]
Shares issued \| shares														337,773
Subsequent Event [Member] \| Winterberry Class A Common Stock [Member]
Subsequent Event [Line Items]
Shares issued \| shares													30,000
Aggregate principal amount													$ 16,666
Subsequent Event [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Purchase of common shares \| shares						30,489	5,516,308
Consideration received on transaction						$ 48,000	$ 7,097,921
Subsequent Event [Member] \| Hudson Global Ventures, L L C [Member]
Subsequent Event [Line Items]
Common stock, shares issued \| shares						150,000
Subsequent Event [Member] \| CP BF Pre-Funded Warrant [Member]
Subsequent Event [Line Items]
Number of prefund warrants \| Warrant	4
Subsequent Event [Member] \| CP BF Pre-Funded Warrant [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Shares issued \| shares	4
Subsequent Event [Member] \| March Agile Note [Member] \| Subordinated Secured Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date		Nov. 12, 2025
Debt instrument, interest rate		44.00%
Aggregate principal amount		$ 4,000,000
Proceeds from issuance of secured debt		2,044,105
Administrative agent fees		200,000
Prepayment of remaining outstanding balance of debt		$ 1,755,895
Subsequent Event [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member]
Subsequent Event [Line Items]
Debt instrument, maturity date				Jul. 31, 2025
Principal Amount Outstanding				$ 3,500,000
Debt instrument, increase in interest rate				18.00%
Minimum redemption notice period				10 days
Subsequent Event [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				0.00%
Subsequent Event [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate				6.00%
Subsequent Event [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Common stock par value \| $ / shares				$ 0.0001
Conversion price per share \| $ / shares				$ 2
Subsequent Event [Member] \| First Two Installment Dates [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member]
Subsequent Event [Line Items]
Repayments of convertible promissory note				$ 1,500,000
Subsequent Event [Member] \| Third Installment Date [Member] \| YA II PN, LTD [Member] \| Yorkville Convertible Note [Member]
Subsequent Event [Line Items]
Repayments of convertible promissory note				$ 500,000
Subsequent Event [Member] \| Vidello Limited [Member]
Subsequent Event [Line Items]
Cash consideration			$ 2,745,031
Amount withheld for indemnification expenses and other holdback provisions			$ 2,500,000
Business acquisition lock-up agreement period			180 days
Subsequent Event [Member] \| Vidello Limited [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued \| shares			898,204
Subsequent Event [Member] \| Act-On [Member]
Subsequent Event [Line Items]
Total consideration paid					$ 35,050,000
Indemnification holdback period					12 months
Subsequent Event [Member] \| Act-On [Member] \| Chief Executive Officer [Member]
Subsequent Event [Line Items]
Percentage of voting power					78.55%
Subsequent Event [Member] \| Act-On [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Consideration received on transaction					$ 2,000,000
Common stock par value \| $ / shares					$ 0.001
VWAP trading days					5 days
Share consideration					$ 33,200,000

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$ 137,717	$ 173,245
Change in lease liabilities (operating cash flow)	(237,607)	(284,963)
Operating lease right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 76,269	$ 0

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2024

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:


	December 31, 2024		December 31, 2023
Prepaid expenses and other current assets:
Prepaid commissions	$	31,504	$	51,472
Service Trade		239,041		364,384
Prepaid insurance costs		130,345		17,661
Prepaid consulting costs		76,767		120,332
Prepaid software costs		59,855		29,887
Prepaid advertising and marketing costs		29,133		11,074
Prepaid merchant fees		26,690		26,224
Prepaid data license and subscription costs		3,125		53,124
Other current assets		47,214		66,997
Total prepaid expenses and other current assets	$	643,674	$	741,155

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

12. Accrued Expenses and Other Current Liabilities

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


	December 31, 2024		December 31, 2023
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,419,829	$	1,511,889
Sales tax payable		452,508		314,873
Accrued legal costs		315,764		2,694,439
Excise tax payable		223,717		223,717
Accrued payroll and benefit costs		207,970		185,504
Accrued streaming service costs		51,308		37,765
Accrued subscription costs		46,759		22,110
Deposits		—		54,102
Other current liabilities		173,163		149,841
Total accrued expenses and other current liabilities	$	3,891,018	$	5,194,240

Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,087,497	$ 2,093,718
Accounts receivable, net of allowance for credit losses of $24,210 and $5,748, respectively	936,321	105,049
Prepaid expenses and other current assets	643,674	741,155
Total current assets	2,667,492	2,939,922
Property and equipment, net	3,539	4,644
Intangible assets, net	3,883,853	0
Goodwill	18,972,475	2,171,526
Operating lease right-of-use assets	72,565	134,013
Other assets	11,154	38,381
Total assets	25,674,078	5,288,486
Current liabilities:
Accounts payable	7,782,746	6,439,863
Accrued expenses and other current liabilities	3,891,018	5,194,240
Notes payable, carried at fair value	3,575,000	0
Deferred underwriting fees	0	4,000,000
Deferred fee	0	500,000
Earnout liability	14,850	59,399
Due to related party	167,118	67,118
GEM commitment fee liability	0	2,000,000
Deferred revenue	3,934,627	1,214,096
Operating lease liabilities, current	22,731	234,043
Total current liabilities	28,260,148	37,089,615
Deferred revenue - long-term	117,643	0
Deferred tax liability	10,115	0
Operating lease liabilities, non-current	49,974	0
Other long-term liabilities	0	75,000
Total liabilities	28,437,880	37,164,615
Commitments and contingencies (Note 17)
Stockholders' equity (deficit):
Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) and 2,585,297 (274,163 Class A and 2,311,134 Class B) issued and outstanding at December 31, 2024 and December 31, 2023, respectively	800	259
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 0 shares issued and outstanding at December 31, 2024 and December 31, 2023	0	0
Additional paid-in capital	75,515,111	14,889,936
Accumulated deficit	(78,279,713)	(46,766,324)
Stockholders' equity (deficit)	(2,763,802)	(31,876,129)
Total liabilities and stockholders' equity (deficit)	25,674,078	5,288,486
Nonrelated Party [Member]
Current liabilities:
Convertible notes	215,057	0
Warrant liability	15,000	641,000
Related Party [Member]
Current assets:
Bifurcated embedded derivative asset	63,000	0
Current liabilities:
Convertible notes	8,639,701	5,233,932
Notes payable	0	9,164,924
Warrant liability	2,300	575,000
Yorkville [Member]
Current liabilities:
Convertible notes	$ 0	$ 1,766,000

Deferred Revenue - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Deferred Revenue Disclosure [Abstract]
Recognition of deferred revenue	$ 1,214,096	$ 930,436

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Components of Lease Expense

The components of lease expense for the years ended December 31, 2024 and 2023, are as follows:


	For the Year Ended December 31,
Components of lease expense:	2024			2023
Operating lease cost	$	145,674		$	199,611
Sublease income		(117,084	)		(204,324	)
Total lease (income) cost	$	28,590		$	(4,713	)

Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease

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


Maturities of lease liabilities:
Year Ending December 31,
2025	$	28,608
2026		29,466
2027		25,167
2028		—
2029 and thereafter		—
Total undiscounted cash flows		83,241
Less discounting		(10,536	)
Present value of lease liabilities	$	72,705

Asset Disposal - Additional Information (Details) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock par value	$ 0.0001	$ 0.0001

Consolidated Statements of Stockholders' Deficit - USD ($)	Total	Nonrelated Party [Member]	Yorkville [Member]	Related Party [Member]	Roth [Member]	GEM [Member]	Series FE Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Restricted Stock Units [Member]	Common Stock [Member] Nonrelated Party [Member]	Common Stock [Member] Yorkville [Member]	Common Stock [Member] Related Party [Member]	Common Stock [Member] Roth [Member]	Common Stock [Member] GEM [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Restricted Stock Units [Member]	Additional Paid-in Capital [Member] Nonrelated Party [Member]	Additional Paid-in Capital [Member] Yorkville [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member] Roth [Member]	Additional Paid-in Capital [Member] GEM [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2022	$ (24,114,058)							$ 239							$ 8,245,765							$ (32,360,062)
Balance (in Shares) at Dec. 31, 2022								2,393,824
Reverse recapitalization (Note 4)	(17,858,559)							$ 13							(17,858,572)
Reverse recapitalization (Note 4), shares								117,442
Conversion of simple agreement for future equity		$ 456,234		$ 6,049,766								$ 1					$ 456,234		$ 6,049,765
Conversion of simple agreement for future equity, shares										833		11,039
Conversion of convertible notes		3,346,232		7,271,368						$ 1		$ 2					$ 3,346,231		7,271,366
Conversion of convertible notes, shares										10,598		22,929
Modification of convertible notes payable				9,909															9,909
Shares issued to Yorkville for aggregate commitment fee	3,288,000							$ 1							3,287,999
Shares issued to Yorkville for aggregate commitment fee, shares								6,000
Shares issued under share transfer agreement				2,498,965															2,498,965
Issuance of Cantor fee shares						$ 0		$ 2							(2)
Issuance of Cantor fee shares, shares								22,279
Shares issued to Yorkville for redemption premium	0
Premium issued as part of CP BF debt modification	0
Derecognition of Cantor fee	0
Exercise of stock options	$ 30,761														30,761
Exercise of stock options (in shares)	355							353
Shares issued to Hudson for consulting fee	$ 0
Shares issued to Perkins Coie LLP for payment of outstanding debt	0
Stock-based compensation	1,245,796														1,245,796
Excise tax	305,719														305,719
Net loss	(14,406,262)																					(14,406,262)
Balance at Dec. 31, 2023	(31,876,129)							$ 259							14,889,936							(46,766,324)
Balance (in Shares) at Dec. 31, 2023								2,585,297
Effect of reverse stock split, shares								189,585
Conversion of simple agreement for future equity		$ 0		0
Conversion of convertible notes				2,540,091								$ 2							$ 2,540,089
Conversion of convertible notes, shares												17,813
Modification of convertible notes payable				0
Shares issued						784,943								$ 19							$ 784,924
Shares issued, shares														190,001
Shares issued to Yorkville for convertible notes			$ 4,130,000								$ 45							$ 4,129,955
Shares issued to Yorkville for convertible notes, shares											454,157
Shares issued to Yorkville for aggregate commitment fee	500,000
Shares issued under share transfer agreement				$ 0
Issuance of Cantor fee shares						$ 784,943
Shares issued to Yorkville for commitment fee			500,000								$ 1							499,999
Shares issued to Yorkville for commitment fee, shares											14,201
Shares issued to Yorkville for redemption premium	115,800		$ 115,800								$ 1							$ 115,799
Shares issued to Yorkville for redemption premium, shares											12,000
Shares issued to Roth for advisory fee													$ 38,794
Shares issued to Roth for advisory fee, shares					578,833								4							578,829
Shares issued for marketing expenses	334,772							$ 1							334,771
Shares issued for marketing expenses, shares								9,470
Forfeiture of sponsor shares, shares								(2,000)
Issuance of common stock and warrants, net of issuance costs	6,257,368							$ 10							6,257,358
Issuance of common stock and warrants, net of issuance costs, shares								104,556
Incremental fair value of Series A and Series B warrant modification	418,360														418,360
Deemed dividend - Series A and Series B warrant modification	(418,360)														(418,360)
Shares issued for exercise of Pre-Funded warrants	866							$ 17							849
Shares issued for exercise of Pre-Funded warrants, shares								173,223
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement	1,287,003							$ 33							1,286,970
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement, shares								330,849
Premium issued as part of CP BF debt modification	4,079,225														4,079,225
Issuance of warrants to CP BF, net of issuance costs	2,763,161														2,763,161
Shares issued to MZHCI for investor relations services	94,800							$ 2							94,798
Shares issued to MZHCI for investor relations services, shares								24,000
Shares issued to J.V.B for payment of outstanding debt	115,000							$ 3							114,997
Shares issued to J.V.B for payment of outstanding debt, shares								29,077
Shares, warrants and pre-funded warrants issued to Alco on settlement of Alco promissory notes	8,866,620							$ 28							8,866,592
Shares, warrants and pre-funded warrants issued to alco on settlement of alco promissory notes, shares								282,420
Derecognition of Cantor fee	4,000,000														4,000,000
Class A Shares issued for OpenReel acquisition	1,526,115							$ 93							1,526,022
Class A Shares issued for OpenReel acquisition, shares								930,558
Pre Funded Warrants issued for OpenReel acquisition	19,300,805														19,300,805
Series FE Preferred Stock issued for OpenReel acquisition, shares							1
Exercise of stock options									$ 8							$ (8)
Exercise of stock options (in shares)									79,391
Shares issued to Hudson for consulting fee	166,501							$ 5							166,496
Shares issued to Hudson for consulting fee, shares								45,000
Conversion of convertible notes CP BF	216,284							$ 6							216,278
Conversion of convertible notes CP BF, shares								55,600
Shares issued to Perkins Coie LLP for payment of outstanding debt	919,700							$ 60							919,640
Shares issued to Perkins Coie LLP for payment of outstanding debt, shares								600,000
Issuance of shares to Yorkville under the SEPA agreement	880,943							$ 55							880,888
Issuance of shares to Yorkville under the SEPA agreement, shares								550,000
Shares issued for exercise of pre-funded warrants - HCW PIPE	1,176							$ 118							1,058
Shares issued for exercise of pre-funded warrants - HCW PIPE, shares								1,176,471
Shares issued for exercise of pre-funded warrants - CP BF	30							$ 30
Shares issued for exercise of pre-funded warrants - CP BF, shares								304,700
Stock-based compensation	1,165,680														1,165,680
Net loss	(31,513,389)																					(31,513,389)
Balance at Dec. 31, 2024	$ (2,763,802)							$ 800							$ 75,515,111							$ (78,279,713)
Balance (in Shares) at Dec. 31, 2024							1	8,195,163

Summary of Significant Accounting Policies - Expected amortization expense (Details)	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Year Ending December 31, 2025	$ 546,576
Year Ending December 31, 2026	546,576
Year Ending December 31, 2027	546,576
Year Ending December 31, 2028	546,576
Year Ending December 31, 2029	546,576
Thereafter	1,150,973
Intangible assets, net	$ 3,883,853

Debt - Summary of Convertible Notes (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	$ 8,758,775
Debt discount, net	11,066
Carrying value of the CP BF convertible notes	8,769,841
Accrued interest	369,459
Prepayments made	(283,315)
Conversions	(216,284)
Total convertible notes and accrued interest	8,639,701
Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Face value of the convertible notes	1,821,345	$ 1,821,345
Debt discount, net	(17,370)	(41,983)
Carrying value of the CP BF convertible notes	1,803,975	1,779,362
Accrued interest	1,240,297	914,479
Carrying value of the CP BF term note extinguished	$ (3,044,272)
Total convertible notes and accrued interest		$ 2,693,841

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Table Text Block Supplement [Abstract]

Schedule of Components of Net Loss Before Income Taxes


Components of net loss before income taxes:	2024			2023
United States	$	(31,513,389	)	$	(14,406,262	)
Foreign	$	—		$	—

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,
	2024					2023
Statutory federal income tax benefit	$	(6,617,812	)	21.0	%	$	(3,025,315	)	21.0	%
State taxes, net of federal tax benefit		(463,682	)	1.5	%		(219,705	)	1.5	%
Change in valuation allowance		2,968,883		-9.4	%		2,079,231		-14.4	%
Change in state tax rate		16,101		-0.1	%		462,709		-3.2	%
Change in fair value estimates		(107,489	)	0.3	%		(2,050,026	)	14.2	%
Non-deductible interest - IRC 163(l)		516,624		-1.6	%		738,993		-5.1	%
Non-deductible transaction/restructuring costs		-		0.0	%		1,313,792		-9.1	%
Loss on debt conversion & extinguishment		2,935,747		-9.3	%		-		0.0	%
Nondeductible warrant issuance expense		-		0.0	%		552,321		-3.8	%
Impairment of goodwill		612,511		-1.9	%		-		0.0	%
Other non-deductible expenses		139,117		-0.5	%		148,000		-1.0	%
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,
	2024		2023
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,
	2024			2023
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	12,347,734		$	6,368,669
Contribution carryforwards		23,718			24,626
Tax credits		91,889			—
Stock-based compensation		157,165			155,404
Accrual to cash adjustment		-			1,299
Starup costs & other intangibles		1,700,257			1,816,143
Acquired intangibles		(870,569	)		—
Lease Liabilities		16,339			52,805
Right of use assets		(16,308	)		(30,236	)
Accrued expenses		651,519			—
Capitalized R&D costs (Sec. 174)		1,930,337			798,802
Other		8,182			(3,363	)
		16,040,263			9,184,149
Valuation allowance		(16,040,263	)		(9,184,149	)
Deferred tax assets, net of allowance	$	—		$	—

Debt - Additional Information (Details 9)				12 Months Ended
Debt - Additional Information (Details 9)	Dec. 10, 2024 USD ($)	Sep. 24, 2024 USD ($)	Aug. 16, 2024 USD ($)	Dec. 31, 2024 USD ($) TradingDay
August 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 184,000
Proceeds from issuance of secured debt			152,000
Original issue discount			24,000
Debt instrument unamortized debt issuance costs incurred during the period			$ 8,000
Debt instrument, maturity date			Jun. 15, 2025
Debt instrument, interest rate			12.00%
August 1800 Diagonal Note [Member] \| Additional Tranche [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 750,000
September 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 124,200
Proceeds from issuance of secured debt		100,000
Original issue discount		16,200
Debt instrument unamortized debt issuance costs incurred during the period		$ 8,000
Debt instrument, maturity date		Jul. 30, 2025
Debt instrument, interest rate		12.00%
December 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 124,200
Proceeds from issuance of secured debt	100,000
Original issue discount	16,200
Debt instrument unamortized debt issuance costs incurred during the period	$ 8,000
Debt instrument, maturity date	Oct. 15, 2025
Debt instrument, interest rate	12.00%
1800 Diagonal Notes [Member]
Debt Instrument [Line Items]
Thresold trading days \| TradingDay				10
Debt instrument, convertible terms				The Notes become convertible at the lender’s option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the Note or Notes being converted in such conversion, plus (2) at the lender’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates to the respective note or notes being converted through the conversion date, plus (3) at the lender’s option, the default interest, divided by the “Conversion Price” then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Company’s Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
Interest expense				$ 12,251

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Accrued accounting and professional services costs	$ 2,419,829	$ 1,511,889
Sales tax payable	452,508	314,873
Accrued legal costs	315,764	2,694,439
Excise tax payable	223,717	223,717
Accrued payroll and benefit costs	207,970	185,504
Accrued streaming service costs	51,308	37,765
Accrued subscription costs	46,759	22,110
Deposits		54,102
Other current liabilities	173,163	149,841
Total accrued expenses and other current liabilities	$ 3,891,018	$ 5,194,240

Deferred Revenue - Summary of Changes in Total Deferred Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Deferred Revenue Disclosure [Abstract]
Deferred revenue, beginning of period	$ 1,214,096	$ 930,436
Billings	4,362,730	4,781,924
Revenue recognized (prior year deferred revenue)	(1,214,096)	(930,436)
Revenue recognized (current year deferred revenue)	(3,091,333)	(3,567,828)
OpenReel deferred revenue - short-term	2,663,230
Deferred revenue - short-term, end of period	3,934,627	1,214,096
OpenReel deferred revenue - long-term	117,643
Deferred revenue - short-term and long-term, end of period	$ 4,052,270	$ 1,214,096

Commitments and Contingencies - Additional Information (Details)									12 Months Ended
	Dec. 18, 2024 shares	Sep. 23, 2024 USD ($)	Sep. 19, 2024 USD ($) shares	Sep. 13, 2024 USD ($) Installment	Sep. 09, 2024 USD ($) shares	Sep. 06, 2024 shares	Aug. 26, 2024 USD ($) shares	Feb. 02, 2024 USD ($) shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Dec. 30, 2024 shares	Mar. 26, 2024 USD ($)	Feb. 05, 2024 USD ($)	Nov. 08, 2023 USD ($)
Loss Contingencies [Line Items]
Operating leases have remaining lease terms									2 years 9 months 29 days
Addendum to letter agreements									where the Company agreed to pay the fees owed under the Roth Agreement and 7GC Agreement by (1) issuing to Roth 3,500 shares and amending the Company’s registration statement on Form S-1 filed with the SEC on December 29, 2023 to include the initial 3,500 shares to be issued, and 120,000 shares that may be issued as additional shares, as defined in the Addendum, to Roth, and (2) on or before June 30, 2024, the Company shall pay to Roth an amount in cash equal to $300,000 (the “Cash Fee”); provided that, if, as a result of the Company’s cash position at such time, the Company determines in its reasonable discretion that the cash payment should not be made in cash, then the Company may elect to satisfy the cash payment by issuing to Roth, within three business days of such date, additional shares.
Shares issued for acquisition									$ (82,219)	$ 0
Gain (loss) on extinguishment of liability									680,762	$ 0
Roth Addendum to Letter Agreements [Member]
Loss Contingencies [Line Items]
Share issued \| shares						35,294		3,500
Stock issued during period shares additional shares \| shares								120,000
Gain (loss) on extinguishment of liability									0
Roth Addendum to Letter Agreements [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Shares issued for acquisition								$ 300,000
Activate Agreement [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability									130,500
Payable for services									$ 261,200
Yorkville Standby Equity Purchase Agreement [Member]
Loss Contingencies [Line Items]
Debt Instrument, Face Amount												$ 1,500,000	$ 1,000,000
Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Purchase of common shares requested \| shares											650,000
Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Outstanding obligation to sell \| shares									650,000
MZHCI [Member] \| Investor Relations Consulting Agreement [Member]
Loss Contingencies [Line Items]
Share issued \| shares							24,000
Restricted shares issued \| shares							24,000
Investor relations services amount paid							$ 12,500
Effective agreement period							6 months
Agreement renew period							6 months
Period of written notice for termination prior to renewal of agreement							60 days
J.V.B [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability									$ 0
J.V.B [Member] \| Amended and Restated Repayment Agreement [Member]
Loss Contingencies [Line Items]
Share issued \| shares					29,077				29,077
Debt Instrument, Face Amount					$ 115,000
Alco [Member] \| Conversion and Settlement [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability		$ 4,808,882
Loans payable current			$ 4,711,681
Alco Securities, Issuance date			Sep. 19, 2024
Grant date fair value of warrants issued			$ 3,687,812
Alco [Member] \| Conversion and Settlement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Warrants issued \| shares			1,331,340
Alco [Member] \| Conversion and Settlement [Member] \| Pre-Funded Warrants [Member]
Loss Contingencies [Line Items]
Grant date fair value of warrants issued			$ 4,080,194
Alco [Member] \| Conversion and Settlement [Member] \| Pre-Funded Warrants [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Warrants issued \| shares			1,048,920
Alco [Member] \| Conversion and Settlement [Member] \| Class A Common Stock [Member]
Loss Contingencies [Line Items]
Share issued \| shares			282,420
Fair value of shares issued			$ 1,098,614
Perkins Coie LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Share issued \| shares									600,000
Fair value of shares issued					$ 1,385,000
Registration rights agreement, required filing term					60 days
Perkins Coie LLP [Member] \| Repayment Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Share issued \| shares					460,000
Cooley LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability			$ 0
Periodic installments payment			11 monthly installments
Monthly installments			$ 36,300
Date of first payment			Oct. 01, 2024
Cooley LLP [Member] \| Repayment Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Administrative agent fees			$ 1,523,029
Cooley LLP [Member] \| Repayment Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Administrative agent fees			400,000
Cohn Reznick LLP [Member] \| Settlement Letter [Member]
Loss Contingencies [Line Items]
Debt Instrument, Face Amount			$ 817,400
Periodic installments payment			15 equal monthly installments
Monthly installments			$ 30,000
Receiptable amount			450,000
Cohn Reznick LLP [Member] \| Settlement Letter [Member] \| ASC 470-60 [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability			$ 0
Sidley Austin LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Periodic installments payment			12 monthly payments
Unpaid fee description			Unpaid Fee on a 2 for 1 basis, such that for every one dollar ($1.00) paid by Company, Sidley shall reduce the Sidley Unpaid Fee Amount by an additional two dollars ($2.00).
Sidley Austin LLP [Member] \| Repayment Agreement [Member] \| ASC 470-60 [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability			$ 0
Sidley Austin LLP [Member] \| Repayment Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Administrative agent fees			4,815,979
Sidley Austin LLP [Member] \| Repayment Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Administrative agent fees			$ 1,605,326
Donnelley Financial LLC [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Periodic installments payment				12 monthly installments
Monthly installments				$ 45,000
Number of installments remaining \| Installment				11
Remaining monthly installment amount				$ 28,366
Donnelley Financial LLC [Member] \| Repayment Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Administrative agent fees				1,072,148
Donnelley Financial LLC [Member] \| Repayment Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Administrative agent fees				$ 357,025
Verista Partners Inc [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Share issued \| shares									0
Fair value of shares issued							$ 66,666
Administrative agent fees							$ 196,666
Periodic installments payment							16 equal cash installment
Monthly installments									$ 0
Date of first payment							Oct. 01, 2024
Remaining monthly installment amount							$ 8,125
Debt instrument fee remaining amount							$ 130,000
7GC Co Holdings INC [Member] \| Cantor Fitzgerald & Co. [Member] \| Cantor Fee Agreement [Member]
Loss Contingencies [Line Items]
Deferred underwriting fees payable									$ 8,050,000					$ 8,050,000
Deferred underwriting fees forfeit														4,050,000
Increase decrease in deferred underwriting fees														$ 4,000,000
OpenReel [Member] \| Pre-Funded Warrants [Member]
Loss Contingencies [Line Items]
Warrants issued \| shares	11,769,501

Segment Reporting - Summary of Information About Reported Segments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 4,527,879	$ 4,561,300
Cost of revenue	1,422,542	1,444,618
Gross profit	3,105,337	3,116,682
Expenses
Total expenses	16,573,081	12,912,233
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	4,527,879	4,561,300
Cost of revenue	1,422,542	1,444,618
Gross profit	3,105,337	3,116,682
Expenses
People	6,227,130	5,809,973
Marketing and advertising	1,592,105	941,737
Technology	974,204	628,998
Other segment expenses	818,375	7,679,506
Total expenses	9,611,814	15,060,214
Adjusted EBITDA	(6,506,477)	(11,943,532)
Transaction, PubCo. Expenses and Stock-based compensation	6,912,309	6,118,859
EBITDA	(13,418,786)	(18,062,391)
Operating Segments [Member] \| Banzai Operating [Member]
Segment Reporting Information [Line Items]
Revenue	4,305,429	4,561,300
Cost of revenue	1,407,564	1,444,618
Gross profit	2,897,865	3,116,682
Expenses
People	6,209,488	5,809,973
Marketing and advertising	1,587,085	941,737
Technology	861,775	628,998
Other segment expenses	811,519	7,679,506
Total expenses	9,469,867	15,060,214
Adjusted EBITDA	(6,572,002)	(11,943,532)
Transaction, PubCo. Expenses and Stock-based compensation	6,912,309	6,118,859
EBITDA	(13,484,311)	$ (18,062,391)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting Information [Line Items]
Revenue	222,450
Cost of revenue	14,978
Gross profit	207,472
Expenses
People	17,642
Marketing and advertising	5,020
Technology	112,429
Other segment expenses	6,856
Total expenses	141,947
Adjusted EBITDA	65,525
EBITDA	$ 65,525

Revenue - Summary of Revenue by Region (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Amount	$ 4,527,879	$ 4,561,300
Americas [Member]
Disaggregation of Revenue [Line Items]
Amount	2,564,074	2,677,050
Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Amount	1,492,561	1,511,886
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 471,244	$ 372,364
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	100.00%	100.00%
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Americas [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	57.00%	59.00%
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	33.00%	33.00%
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%

- 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 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 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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

Related Party Transactions - Additional Information (Details)	Sep. 12, 2024 USD ($)	Sep. 05, 2024	Sep. 05, 2024 NewConsolidatedConvertibleNote	Sep. 05, 2024 ConvertibleNote	Sep. 05, 2024 TermNote	Dec. 31, 2024 USD ($) $ / shares	Sep. 23, 2024 USD ($)	Feb. 02, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Oct. 03, 2023 USD ($) $ / shares	Dec. 21, 2022 USD ($) $ / shares
Related Party Transactions (Details) [Line Items]
Common stock par value \| $ / shares						$ 0.0001			$ 0.0001
Outstanding balance for advances						$ 173,163			$ 149,841
Number of equity instruments			1	2	1
Debt instrument issuance date		Sep. 23, 2024
CEO [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from related party advance	$ 100,000
7GC Co Holdings INC [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share \| $ / shares \| $ / shares											$ 10
Convertible notes								$ 2,540,092
7GC Co Holdings INC [Member] \| Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument conversion price per share \| $ / shares \| $ / shares										$ 10
Debt Instrument, Face Amount										$ 500,000
Debt Instrument, Interest Rate, Stated Percentage										0.00%
7GC Co Holdings INC [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance for advances									$ 67,118
7GC Co Holdings INC [Member] \| Sponsor [Member] \| Working Capital Drawdowns and Extension Drawdowns [Member]
Related Party Transactions (Details) [Line Items]
Maximum borrowing capacity											$ 2,300,000
Common stock par value \| $ / shares											$ 0.0001
Share Purchase Agreement [Member]
Related Party Transactions (Details) [Line Items]
Reduction of debt							$ 2,000,000

Fair Value Measurements - Summary of Derivative Asset (Details) - CP BF Convertible Notes [Member] - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2024 USD ($)
Subsidiary, Sale of Stock [Line Items]
Issuance of Convertible Notes	$ 12,000
Change in fair value	51,000
Ending balance	$ 63,000

Debt - Additional Information (Details 5) - CP BF Lending, LLC [Member] - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2021
Debt Instrument [Line Items]
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.
Term Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		14.00%
Frequency of periodic interest payment		monthly
Convertible Notes [Member]
Debt Instrument [Line Items]
Accrued interest payable-in-kind		$ 15.5
Debt instrument conversion price per share		$ 133.64

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024:


Balance - December 31, 2023	$	5,748
Change in provision for credit losses		18,462
Balance - December 31, 2024	$	24,210

Schedule of Identifiable intangible assets subject to amortization

The fair value is determined based on the appraised value of the asset. Intangible assets are composed of developed technology, trade names and customer lists (see Note 5), video material licenses, a web domain, and patents. Intangible assets subject to amortization consist of the following:


	Estimated Useful Life (years):	December 31, 2024
Customer relationships	7	$	588,710
Trade name	15		899,600
Technology	6		2,415,010
			3,903,320
Less: Accumulated amortization			(19,467	)
Intangible assets, net		$	3,883,853

Schedule of expected amortization expense


Year Ending December 31, 2025	$	546,576
Year Ending December 31, 2026		546,576
Year Ending December 31, 2027		546,576
Year Ending December 31, 2028		546,576
Year Ending December 31, 2029		546,576
Thereafter		1,150,973
Total	$	3,883,853

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 Year Ended December 31,
	2024			2023
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(31,095,029	)	$	(14,406,262	)

Denominator:
Weighted average shares—basic and diluted		4,458,169			2,401,988
Net loss per share attributable to common shareholders—basic and diluted	$	(6.97	)	$	(6.00	)

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 December 31,
	2024		2023
Options		25,661		14,962
RSUs		340,783		—
Public warrant shares		230,000		230,000
GEM warrant shares		16,571		16,571
Common warrant shares		4,527,613		—
Placement agent warrant shares		104,902		—
Total		5,245,530		261,533

Income Taxes - Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax benefit, percentage	21.00%	21.00%
Statutory federal income tax benefit, value	$ (6,617,812)	$ (3,025,315)
State taxes, net of federal tax benefit, percentage	1.50%	1.50%
State taxes, net of federal tax benefit, value	$ (463,682)	$ (219,705)
Change in valuation allowance, value	$ 2,968,883	$ 2,079,231
Change in state tax rate, percentage	(0.10%)	(3.20%)
Change in state tax rate, value	$ 16,101	$ 462,709
Change in fair value estimates, value	(107,489)	(2,050,026)
Non-deductible interest - IRC 163(j), value	$ 516,624	$ 738,993
Non-deductible transaction/restructuring costs, percentage	0.00%	(9.10%)
Non-deductible transaction/restructuring costs, value		$ 1,313,792
Loss on debt conversion & extinguishment, value	$ 2,935,747
Nondeductible warrant issuance expense, value		$ 552,321
Impairment of goodwill, percentage	(1.90%)	0.00%
Impairment of goodwill, value	$ 612,511
Other non-deductible expenses, percentage	(0.50%)	(1.00%)
Other non-deductible expenses, value	$ 139,117	$ 148,000
Effective tax rate, percentage	0.00%	0.00%
Effective tax rate	$ 0	$ 0

Going Concern - Additional Information (Details)		12 Months Ended
Going Concern - Additional Information (Details)	Sep. 16, 2024 USD ($) Employee	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Cash		$ 1,100,000
Cash flows from operating activities		(9,575,403)	$ (1,550,781)
Accumulated deficit		$ (78,279,713)	$ (46,766,324)
Reduction committed date	Sep. 16, 2024
Number of employees reduced as part of reduction \| Employee	24
Percentage of employees reduced	34.00%
Effect on future earnings, Income Statement line item impacted	operating expenses
Actual decrease in annual operating expenses due to reduction	$ 800,000
Restructuring charges	$ 100,000
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]		Operating Expenses
Reduction completion date		Oct. 31, 2024

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Maturities of lease liabilities:
2025	$ 28,608
2026	29,466
2027	25,167
2028	0
2029 and thereafter	0
Total undiscounted cash flows	83,241
Less discounting	(10,536)
Present value of lease liabilities	$ 72,705	$ 234,043

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

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

Accounts Receivable and Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2024:


Balance - December 31, 2023	$	5,748
Change in provision for credit losses		18,462
Balance - December 31, 2024	$	24,210

Deferred Sales Commissions

Property and Equipment

Intangible Assets and Impairment of Long-Lived Assets


	Estimated Useful Life (years):	December 31, 2024
Customer relationships	7	$	588,710
Trade name	15		899,600
Technology	6		2,415,010
			3,903,320
Less: Accumulated amortization			(19,467	)
Intangible assets, net		$	3,883,853

Total amortization expense related to intangible assets was $19,467 for the year ended December 31, 2024. Expected amortization expense is as follows:


Year Ending December 31, 2025	$	546,576
Year Ending December 31, 2026		546,576
Year Ending December 31, 2027		546,576
Year Ending December 31, 2028		546,576
Year Ending December 31, 2029		546,576
Thereafter		1,150,973
Total	$	3,883,853

Goodwill

small stock risk premiums, including a beta, equity risk, size, and small stock risk premiums to reflect risks and uncertainties in the financial market and in the Company’s business projections.

Deferred Offering Costs

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


	December 14, 2023
SPAC-related legal fees	$	2,973,077
Investment bank advisory services		135,000
Federal Trade Commission filing fees		125,020
Total deferred offering costs capitalized	$	3,233,097

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 warrants originally issued in 7GC's initial public offering (the "Public Warrants") are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the Company’s consolidated statements of operations.

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

Warrant Liability

The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside

the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period.

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

At December 31, 2024 and 2023, two suppliers and one supplier accounted for 10% or more of accounts payable, respectively.

Loss Per Share

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


	For the Year Ended December 31,
	2024			2023
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(31,095,029	)	$	(14,406,262	)

Denominator:
Weighted average shares—basic and diluted		4,458,169			2,401,988
Net loss per share attributable to common shareholders—basic and diluted	$	(6.97	)	$	(6.00	)

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,
	2024		2023
Options		25,661		14,962
RSUs		340,783		—
Public warrant shares		230,000		230,000
GEM warrant shares		16,571		16,571
Common warrant shares		4,527,613		—
Placement agent warrant shares		104,902		—
Total		5,245,530		261,533

Leases

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

Revenue Recognition

Costs of Revenue

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

Advertising Costs

Stock-Based Compensation

Income Taxes

Derivative Financial Instruments

Bridge Notes - Fair Value Option Election

The Company determined the Agile Notes and 1800 Diagonal Notes (The "Bridge Notes") (as defined in Note 11 - Debt) were eligible for the fair value option, in accordance with ASC 825-10-50-28, and made such election to account for the Bridge Notes at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. Additional term or other notes may be issued in subsequent periods where the Company would be able to make a fair value option election upon issuance provided eligibility criteria are met. The Company records the portion of the Bridge Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in other income (expense), net in the condensed consolidated statement of operations, except for the portion of the total change in fair value that results from a change in the instrument-specific credit risk of the Bridge Notes, which is recorded in other comprehensive income (loss), if applicable. The fair value option election was made to align the accounting for the Bridge Notes with the Company's financial reporting objectives and reduce operational effort to account for embedded features that otherwise would require bifurcation as a separate unit of account.

Pursuant to the fair value option election, direct and incremental debt issuance costs and consideration paid to the lender related to the Bridge Notes were expensed as incurred and recorded in other income (expense), net in the condensed consolidated

statements of operations. Measurement of the change in fair value of the Bridge Notes includes accrued interest, whether paid-in-kind or cash.

Fair Value of Financial Instruments

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

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

Business Combinations

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

Recently adopted accounting pronouncements

Debt - Additional Information (Details 1) - USD ($)								12 Months Ended
Debt - Additional Information (Details 1) - USD ($)	Apr. 18, 2024	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Oct. 03, 2023	Sep. 13, 2023	Aug. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Dec. 21, 2022	Sep. 30, 2022	Jul. 19, 2022	Mar. 21, 2022
Debt Instrument [Line Items]
Common stock for cash with net proceeds								$ 6,257,368	$ 30,761
7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share												$ 10
Alco September Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 500,000	$ 1,000,000
Holding period for shares					8 months 19 days	9 months 7 days
Lock-up period					180 days	180 days
Net proceeds from issuance of convertible promissory notes					$ 500,000	$ 1,000,000
Alco November Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member]
Debt Instrument [Line Items]
Holding period for shares				7 months 6 days
Lock-up period				180 days
Alco December Promissory Note [Member] \| Put Option [Member] \| Measurement Input, Discount for Lack of Marketability [Member]
Debt Instrument [Line Items]
Holding period for shares			5 months 26 days
Lock-up period			180 days
Alco April 2024 Amendment [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date range, end	May 31, 2024
Alco Share Transfer Agreements \| Alco September Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt conversion, description								for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively.
Debt instrument conversion price per share			$ 10
Number of shares issued upon conversion of promissory note			150,000
Lock-up period			180 days
Alco Share Transfer Agreements \| Alco November Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt conversion, description								for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively.
Debt instrument conversion price per share			$ 10
Number of shares issued upon conversion of promissory note			75,000
Lock-up period			180 days
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share			$ 10
Number of shares issued upon conversion of promissory note			600,000
Lock-up period			180 days
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| Class A Common Stock [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Number of shares issued upon conversion of promissory note			3
Alco Share Transfer Agreements \| Alco December Promissory Note [Member] \| Class B Common Stock [Member] \| 7GC Co Holdings INC [Member]
Debt Instrument [Line Items]
Number of shares forfeited upon conversion of promissory note			3
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Debt discount upon issuance		$ 200,000
Net proceeds from issuance of convertible promissory notes		1,800,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount		3,500,000
Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount														$ 2,101,744	$ 2,000,000
Debt instrument, interest rate															15.00%
Debt discount upon issuance										$ 151,000
Interest expense debt										$ 124,621
Alco [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage															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								$ 11,284	4,494
Interest expense debt								8,022	4,044
Debt related commitement fees and debt issuance costs								3,261	450
Principal amount outstanding									150,000
Accrued interest outstanding									4,044
Debt instrument unamortized debt issuance costs gross							$ 3,711
Alco [Member] \| Alco August Promissory Note [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage							10.00%
Alco [Member] \| Alco September Promissory Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 1,500,000
Debt instrument, interest rate						8.00%
Debt issuance costs						$ 8,588
Debt discount upon issuance						$ 638,808
Debt instrument, maturity date						Sep. 30, 2024
Interest expense								283,188	478,815
Interest expense debt								92,822	30,575
Debt related commitement fees and debt issuance costs								190,366	448,240
Principal amount outstanding									1,500,000
Accrued interest outstanding									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								321,189	94,005
Interest expense debt								43,891	7,397
Debt related commitement fees and debt issuance costs								277,298	86,608
Principal amount outstanding									750,000
Accrued interest outstanding									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								936,941	39,087
Interest expense debt								117,040	7,890
Debt related commitement fees and debt issuance costs								$ 819,901	31,197
Principal amount outstanding									2,000,000
Accrued interest outstanding									$ 7,890
Debt instrument unamortized debt issuance costs gross			$ 1,496,252
Alco [Member] \| Alco December Promissory Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 2,000,000
Alco [Member] \| Alco April 2024 Amendment [Member]
Debt Instrument [Line Items]
Common stock for cash with net proceeds	$ 4,000,000
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
Nonrelated Party [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 3,346,232
Debt instrument, interest rate											8.00%

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (30,935)	$ (26,223)
Property and equipment, net	3,539	4,644
Computers and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 34,474	$ 30,867

Property and Equipment

12 Months Ended

Dec. 31, 2024

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, 2024			December 31, 2023
Computers and equipment	$	34,474		$	30,867
Less: accumulated depreciation		(30,935	)		(26,223	)
Property and equipment, net	$	3,539		$	4,644

Depreciation expense for the year ended December 31, 2024 and 2023 was $4,712 and $7,160 respectively.

Acquisition of OpenReel (Tables)

12 Months Ended

Dec. 31, 2024

Business Combinations [Abstract]

Summary of Preliminary Fair Value of the Consideration Transferred

The preliminary fair value of the consideration transferred totaled $20,826,920 summarized as follows:


Common stock issued to OpenReel Stockholders	$	1,526,115
Pre-Funded warrants issued to OpenReel Stockholders		19,300,805
Preferred Stock issued to OpenReel Stockholder		—
Total consideration paid	$	20,826,920

Summary of Provisional Purchase Price Allocation Relating to OpenReel Merger

The following table summarizes the provisional purchase price allocation relating to the OpenReel Merger:


Assets acquired:
Cash and cash equivalents	$	82,219
Accounts receivable, net		865,562
Prepaid expense and other current assets		103,343
Property and equipment, net		3,607
Intangible Assets - OpenReel - Customer relationships		588,710
Intangible Assets - OpenReel - Trade name		899,600
Intangible Assets - OpenReel - Technology		2,415,010
Total assets	$	4,958,051
Liabilities assumed:
Accounts payable		330,602
Accrued payroll		120,408
Unearned revenue, current		2,726,846
Accrued expenses and other current liabilities		222,581
Unearned revenue, non-current		107,070
Due to Parent		150,033
Total liabilities	$	3,657,540
Total identifiable net assets		1,300,511
Goodwill recorded:
Goodwill		19,526,409
Total consideration	$	20,826,920

Summary of Intangible Assets Acquired and their Associated Estimated Acquisition Date Fair Values

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:


	Estimated	Acquisition Date
Intangible Assets	Useful Life	Fair Value
OpenReel - Customer Relationships	7 years		588,710
OpenReel - Trade name	15 years		899,600
OpenReel - Technology	6 years		2,415,010

Summary of Pro Forma Financial Information

The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:


	For the Years Ended December 31,
	2024			2023
Revenue	$	10,604,538		$	12,081,328
Cost of revenue		2,254,010			2,519,147
Operating expenses		21,778,659			20,544,964
Total other expenses (income), net		18,061,763			4,662,025
Loss before income taxes attributable to common stockholders	$	(31,489,894	)	$	(15,644,808	)

Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Tax Credit Carryforward [Line Items]
Valuation allowance	$ 16,040,263	$ 9,184,149
Income tax expense	$ 0	$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Debt - Additional Information (Details 4) - USD ($)							12 Months Ended
Debt - Additional Information (Details 4) - USD ($)	May 31, 2024	May 22, 2024	May 03, 2024	Mar. 26, 2024	Feb. 05, 2024	Dec. 14, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 23, 2024	Dec. 18, 2024	Sep. 20, 2024
Debt Instrument [Line Items]
Repayment of convertible debt							$ 750,000	$ 0
Maximum [Member]
Debt Instrument [Line Items]
Original issuance price							$ 293	$ 599
Time to maturity							6 years 29 days	6 years 29 days
Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares issued							5,884,029	274,163
Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 0	$ 1,766,000
Gain (loss) on change in fair value of convertible notes liability							(693,000)	34,000
Outstanding principal amount							0	$ 2,000,000
Interest expense							$ 80,760
Original issuance price								$ 1.88
Estimated equity volatility								71.00%
Time to maturity								5 months 15 days
Discounted market interest rate								14.00%
Risk free rate								5.28%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of convertible promissory notes						$ 1,800,000
Debt discount upon issuance						200,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 3,500,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion rate percentage of common stock outstanding						9.99%
Conversion of stock, shares converted							275,383
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 2,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, increase in interest rate						18.00%
Debt instrument, interest rate						0.00%
Debt instrument, maturity date						Jan. 17, 2025
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| December Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate outstanding principal amount							$ 2,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Repayment of convertible debt						$ 1,000,000
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Increased principal amount agreed to advance					$ 1,000,000
Aggregate principal amount					4,500,000
Aggregate principal amount				$ 1,500,000	1,000,000
Net proceeds from issuance of convertible promissory notes				1,250,000	900,000
Debt discount upon issuance				$ 250,000	$ 100,000
Yorkville Standby Equity Purchase Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted							28,910
Common stock price per share						$ 500			$ 1.68	$ 1.61
Yorkville Standby Equity Purchase Agreement [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 1,000,000
Yorkville Standby Equity Purchase Agreement [Member] \| March Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 750,000
Yorkville Standby Equity Purchase Agreement [Member] \| March Yorkville Promissory Notes [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted							149,863
Original Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Repayment of convertible debt			$ 2,000,000
Debt instrument, maturity date, description							Under the Original Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $200,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Company’s Class A common stock, par value $0.0001 per share.
Debt instrument, offering date			Jun. 02, 2024
Original Debt Repayment Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Redemption premium amount			$ 200,000
Common stock price per share			$ 0.0001
Amended Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Repayment of convertible debt		$ 750,000
Debt instrument, maturity date, description							Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice for shares of Class A Common Stock (the “Q2 Prepayment Premium”).
Debt instrument, offering date		May 29, 2024
Debt instrument, principal payment	$ 750,000
Amended Debt Repayment Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Aggregate principal amount	110,040
Net proceeds from issuance of convertible promissory notes	$ 75,000
Common stock shares issued	12,000
Redemption premium amount	$ 75,000	$ 75,000
Debt instrument, cash surplus	35,040
Debt instrument, fair value	$ 115,800
Floor Price Reduction Agreement [Member]
Debt Instrument [Line Items]
Debt instrument reduction amount											$ 700,000
Debt instrument, interest rate											0.00%
Debt Instrument Adjusted Amount											$ 2,000,000
Debt Instrument Extended Maturity Terms							maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025.

Segment Reporting - Summary of Company's Revenue Generated by SaaS Product (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue from External Customer [Line Items]
Percentage of Revenue	100.00%	100.00%
Reach [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	3.80%	4.50%
Demio [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	91.00%	94.90%
Other [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	5.20%	0.60%

Organization - Additional Information (Details)				12 Months Ended
Organization - Additional Information (Details)	Sep. 19, 2024	Aug. 29, 2024	Dec. 14, 2023 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 $ / shares
Organization [Line Items]
Entity incorporation date				Sep. 30, 2015
Reverse stock split description				On August 29, 2024, the Company held a special meeting of securityholders (the “Special Meeting”). At the Special Meeting, the Company’s securityholders approved the proposal to amend the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding Class A Common Stock, at a ratio of up to 1-for-50, with the final ratio and exact timing to be determined at the discretion of the Board of Directors (the "Reverse Stock Split"). On September 10, 2024, the Board determined to effect a reverse stock split at a ratio of 1-for-50, effective as of September 19, 2024 and filed an amendment with the Secretary of State of the State of Delaware. The Class B Common Stock was not affected by the Reverse Stock Split.
Reverse stock split ratio	0.02	0.02
Common stock par value \| $ / shares				$ 0.0001	$ 0.0001
Banzai International Inc
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

Reverse Merger Capitalization with 7GC & Co. Holdings Inc. - Additional Information (Details)	Dec. 14, 2023 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 13, 2023 $ / shares
Business Acquisition [Line Items]
Preferred stock, par value \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock par value \| $ / shares		$ 0.0001	$ 0.0001
Common stock, shares authorized	350,000,000	275,000,000	275,000,000
Preferred stock, shares authorized	75,000,000	75,000,000	75,000,000
Common stock, shares outstanding		8,195,163	2,585,297
Preferred stock, shares outstanding		1	0
Common Class A [Member]
Business Acquisition [Line Items]
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares outstanding		5,884,029	274,163
Common Class B [Member]
Business Acquisition [Line Items]
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares outstanding		2,311,134	2,311,134
Common Stock [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding		8,195,163	2,585,297
7GC Class A Common Stock [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001
Number of shares held by security holders	64,149
Aggregate redemption amount \| $	$ 34,524,065
Banzai International Inc [Member]
Business Acquisition [Line Items]
Exchange ratio	0.6147
Aggregate consideration payable to security holders \| $	$ 100,000,000
Banzai International Inc [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares				$ 0.0001
Banzai International Inc [Member] \| Common Class B [Member]
Business Acquisition [Line Items]
Common stock, convertible, conversion ratio	1
Banzai International Inc [Member] \| Legacy Banzai Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock, convertible, conversion ratio				1
Banzai International Inc [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Common stock par value \| $ / shares	$ 0.0001

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Accounts receivable allowance for credit loss	$ 24,210	$ 5,748
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	8,195,163	2,585,297
Common stock, shares outstanding	8,195,163	2,585,297
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares issued	1	0
Preferred stock, shares outstanding	1	0
Class A Common Stock [Member]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	5,884,029	274,163
Common stock, shares outstanding	5,884,029	274,163
Class B Common Stock [Member]
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	2,311,134	2,311,134
Common stock, shares outstanding	2,311,134	2,311,134

Warrant Liabilities - Additional Information (Details) - USD ($)			12 Months Ended
	Dec. 15, 2023	Dec. 14, 2023	Dec. 31, 2024	Dec. 31, 2023
Warrant Liabilities [Line Items]
Warrants exercise price, description			The Public Warrants have an exercise price of $575.00 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 $0.50 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 $900.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “- Warrants—Public Stockholder Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Contractual term			60 days
Common stock, value, issued			$ 800	$ 259
Fair value of warrants			$ 15,000	641,000
Gem Agreement [Member] \| Gem Warrant [Member]
Warrant Liabilities [Line Items]
Warrants exercise price	$ 324.5
Warrants exercise price, description			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. Upon the closing of the OpenReel Merger (as discussed in Note 5), the exercise price of the GEM Warrants were adjusted to the price equal to 105% of the consideration per share paid which resulted in a strike price of $1.83. The effect of the change in strike price feature being triggered resulted in a change of value of approximately $15,000 which is recorded in the statement of operations line change in fair value of warrant liability.
Change in value of warrants	$ 15,000
Warrants purchased	16,571
Gem Agreement [Member] \| GEM Term Sheet [Member]
Warrant Liabilities [Line Items]
Convertible debenture		$ 2,000,000
Convertible debenture maturity period		5 years
Commitment fee expense				$ 2,000,000
Class A Common Stock [Member] \| Gem Agreement [Member]
Warrant Liabilities [Line Items]
Convertible debenture			$ 215,057
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding			230,000	230,000
Warrants exercise price			$ 575
Warrant expiration period			5 years
Public Warrants [Member] \| Class A Common Stock [Member]
Warrant Liabilities [Line Items]
Warrants exercisable			0
Fractional shares issued upon exercise of common stock			0

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Federal net operating loss carryforwards	$ 50,966,400	$ 24,014,200
State net operating loss carryforwards	28,244,800	12,350,800
Uncertain tax benefits	0	0
Interest and penalties	$ 0	$ 0
Open years related to all jurisdictions	2017
Open tax audits, description	The Company has no open tax audits with any taxing authority as of December 31, 2023.
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards to expire	$ 1,128,500
Operating loss carryforwards indefinitely	49,737,900
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards to expire	22,175,100
Operating loss carryforwards indefinitely	$ 6,069,700

Acquisition of OpenReel - Summary of Provisional Purchase Price Allocation Relating to the OpenReel Merger (Details) - USD ($)	Dec. 31, 2024	Dec. 18, 2024	Dec. 31, 2023
Goodwill recorded:
Goodwill	$ 18,972,475		$ 2,171,526
OpenReel [Member]
Assets acquired:
Cash and cash equivalents		$ 82,219
Accounts receivable, net		865,562
Prepaid expense and other current assets		103,343
Property and equipment, net		3,607
Total assets		4,958,051
Liabilities assumed:
Accounts payable		330,602
Accrued payroll		120,408
Unearned revenue, current		2,726,846
Accrued expenses and other current liabilities		222,581
Unearned revenue, non-current		107,070
Due to Parent		150,033
Total liabilities		3,657,540
Total identifiable net assets		1,300,511
Goodwill recorded:
Goodwill		19,526,409
Total consideration		20,826,920
OpenReel [Member] \| Customer Relationships [Member]
Assets acquired:
Intangible Assets		588,710
OpenReel [Member] \| Trade Name [Member]
Assets acquired:
Intangible Assets		899,600
OpenReel [Member] \| Technology [Member]
Assets acquired:
Intangible Assets		$ 2,415,010

Fair Value Measurements - Summary of Significant Unobservable Inputs Used in Fair Value Measurement (Details)	Dec. 31, 2024
Growth Rate [Member] \| Various [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.058
Weighted Average Cost of Capital [Member] \| Various [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.135
Weighted Average Cost of Capital [Member] \| Distributor Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.135
Weighted Average Cost of Capital [Member] \| Relief From Royalty Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.135
Weighted Average Cost of Capital [Member] \| Multi Period Excess Earnings Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.135
Weighted Average Cost of Capital [Member] \| Valuation Technique, Discounted Cash Flow [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.135
Internal Rate of Return [member] \| Various [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.113
Long-term Revenue Growth Rate [Member] \| Distributor Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.058
Long-term Revenue Growth Rate [Member] \| Relief From Royalty Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.058
Long-term Revenue Growth Rate [Member] \| Multi Period Excess Earnings Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.058
Long-term Revenue Growth Rate [Member] \| Valuation Technique, Discounted Cash Flow [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.058
Revenue Growth Attributable to Exiting Custome [Member] \| Distributor Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.50
Existing Customer Attrition [Member] \| Distributor Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.20
Distributor EBITA Margin [Member] \| Distributor Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.075
Contributory Asset Charges Rate [Member] \| Distributor Method [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.009
Contributory Asset Charges Rate [Member] \| Distributor Method [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.014
Contributory Asset Charges Rate [Member] \| Relief From Royalty Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.015
Contributory Asset Charges Rate [Member] \| Multi Period Excess Earnings Method [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.002
Contributory Asset Charges Rate [Member] \| Multi Period Excess Earnings Method [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.023
Cost of Sales as a Percentage of Revenue [ Member] \| Valuation Technique, Discounted Cash Flow [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.139
Royalty Rate [Member] \| Relief From Royalty Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.02
Gross Profit Margin [Member] \| Valuation Technique, Discounted Cash Flow [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.861
Operating Expenses as a Percentage of Revenue [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.495
Operating Expenses as a Percentage of Revenue [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.745
EBITDA Growth Rate [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.03
EBITDA Growth Rate [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.459
EBITDA Margin [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.116
EBITDA Margin [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.366
Revenue Multiples [Member] \| Market Guideline Public Company [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.029
Revenue Multiples [Member] \| Market Guideline Public Company [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.031
Revenue Multiples [Member] \| Market Guideline Transaction [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.0325
Weighting [Member] \| Market Guideline Public Company [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.25
Weighting [Member] \| Market Guideline Public Company [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.50
R&D Expense for New Developed Technology [Member] \| Multi Period Excess Earnings Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.125
Developed Technology Obsolescence Rate [Member] \| Multi Period Excess Earnings Method [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0.30

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

21. Segment Reporting

The Company has two reportable operating segments, Banzai Operating Co., Inc and Banzai Reel Acquisition Inc. (OpenReel). The Company's segments deliver SaaS tools that leverage data, analytics, and AI to provide marketing and sales solutions for business of all sizes.

Our Chief Executive Officer who serves as the Company's chief operating decision maker ("CODM"), primarily uses segment revenue, gross profit, and adjusted EBITDA to allocate resources and assess performance. Segment revenue and gross profit are determined on the same basis as consolidated revenue and consolidated gross profit as shown in the Company’s consolidated statements of operations. Segment adjusted EBITDA is defined as revenue less the following expenses associated with each segment: cost of revenue, people, marketing and advertising, technology, and other segment expenses. Segment adjusted EBITDA excludes certain non-cash items or items that management does not consider reflective of ongoing core operations. Currently, the CODM does not review assets in evaluating the results of the operating segments, and therefore, such information is not presented.

The table below presents information about reported segments for the year ending December 31, 2024:


2024
	Banzai Operating			OpenReel		Total Consolidated
Revenue	$	4,305,429		$	222,450	$	4,527,879
Cost of revenue		1,407,564			14,978		1,422,542
Gross profit		2,897,865			207,472		3,105,337

Expenses
People		6,209,488			17,642		6,227,130
Marketing and advertising		1,587,085			5,020		1,592,105
Technology		861,775			112,429		974,204
Other segment expenses1		811,519			6,856		818,375
Total expenses		9,469,867			141,947		9,611,814
Adjusted EBITDA		(6,572,002	)		65,525		(6,506,477	)
Transaction, PubCo. Expenses and Stock-based compensation		6,912,309			—		6,912,309
EBITDA	$	(13,484,311	)	$	65,525	$	(13,418,786	)

The table below presents information about reported segments for the year ending December 31, 2023:


2023
	Banzai Operating			OpenReel1		Total Consolidated
Revenue	$	4,561,300		$	—	$	4,561,300
Cost of revenue		1,444,618			—		1,444,618
Gross profit		3,116,682			—		3,116,682

Expenses
People		5,809,973			—		5,809,973
Marketing and advertising		941,737			—		941,737
Technology		628,998			—		628,998
Other segment expenses2		7,679,506			—		7,679,506
Total expenses		15,060,214			—		15,060,214
Adjusted EBITDA		(11,943,532	)		—		(11,943,532	)
Transaction, PubCo. Expenses and Stock-based compensation		6,118,859			—		6,118,859
EBITDA	$	(18,062,391	)	$	—	$	(18,062,391	)

1The OpenReel acquisition occurred on December 18, 2024 (refer to Note 5) and therefore is presented at $0 for comparative purposes.

A reconciliation between reportable segment adjusted EBITDA to consolidated net loss before income taxes for the years ended December 31, 2024, and 2023, is as follows:


	December 31, 2024			December 31, 2023
EBITDA by segment
Banzai Operating Co.	$	(13,484,311	)	$	(18,062,391	)
OpenReel		65,525			—
Total		(13,418,786	)		(18,062,391	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		(478,288	)		(9,154,141	)
Interest income		(10	)		(813	)
Interest expense		—			1,068,447
Interest expense – related party		3,047,101			4,486,027
Gain (loss) on extinguishment of liabilities, net		390,801			—
Loss on conversion of liabilities		11,338,284			—
Loss on debt issuance		653,208			—
GEM settlement fee expense		200,000			—
Yorkville prepayment premium expense		80,760			—
Goodwill impairment		2,725,460			—
Depreciation and amortization		24,179			7,160
Other		113,108			(62,809	)
Loss before income taxes	$	(31,513,389	)	$	(14,406,262	)

Disaggregation of Revenue

The following table presents the Company's revenue generated by SaaS product for the years ended December 31, 2024, and 2023:


	Year Ended December 31,			Year Ended December 31,
Revenue %	2024			2023
Reach		3.8	%		4.5	%
Demio		91.0	%		94.9	%
Other1		5.2	%		0.6	%
Total		100.0	%		100.0	%

1 Other includes Boost sales for the years ended December 31, 2024, and 2023 and OpenReel product sales from acquisition date (refer to Note 5) to December 31, 2024.

For disaggregation of revenue by geographic area, refer to Note 7.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 21
-Subparagraph (a)
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-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

Organization

12 Months Ended

Dec. 31, 2024

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.

Reverse Stock Split

On August 29, 2024, the Company held a special meeting of securityholders (the “Special Meeting”). At the Special Meeting, the Company’s securityholders approved the proposal to amend the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding Class A Common Stock, at a ratio of up to 1-for-50, with the final ratio and exact timing to be determined at the discretion of the Board of Directors (the "Reverse Stock Split"). On September 10, 2024, the Board determined to effect a reverse stock split at a ratio of 1-for-50, effective as of September 19, 2024 and filed an amendment with the Secretary of State of the State of Delaware. The Class B Common Stock was not affected by the Reverse Stock Split.

No cash or fractional shares were issued in connection with the Reverse Stock Split, and instead the Company rounded up to the next whole share in lieu of issuing factional shares that would have been issued in the reverse split. Proportional adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Company’s outstanding stock options and warrants, and the number of shares reserved for issuance under the Company’s equity incentive plan. All Class A Common Stock share and per share information included herein has been retroactively adjusted to reflect the impact of the Reverse Stock Split.

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.

Reclassifications

Certain amounts in the prior year’s consolidated financial statements, as of December 31, 2023 have been reclassified to conform to the current period's presentation. This involved reclassifying the debt outstanding and associated interest expense on the debt outstanding with counterparty CP BF which were previously disclosed as Convertible Notes and Notes payable, and Interest expense, respectively, to Convertible notes - related party and Notes payable - related party, net of discount, and Interest expense - related party, respectively. This reclassification had no effect on the Company’s loss from operations, net loss, or net loss per share.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

19. Stock-Based Compensation

During 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan permits eligible employees of the Company and certain designated companies as determined by the Board of Directors, to purchase shares of the Company's Common Stock. The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan is equal to 2% of the fully diluted common stock determined at the Close of the Merger Agreement, determined to be 11,444. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Purchase Plan, will automatically increase on January 1 of each year for a period of 10 years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of one percent (1%) of the total number of shares of the fully diluted common stock determined as of December 31 of the preceding year, or a number of shares of common stock equal to two hundred percent (200%) of the initial share reserve of 11,444. As of December 31, 2024 and 2023, 11,558 and 11,444 shares of common stock remain available to be purchased under the Purchase Plan, respectively.

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, determined to be 71,522. In addition, the aggregate number of shares of common stock that remain available to be awarded under the Plan, 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, which were 71,522. As of December 31, 2024 and 2023, 2,332 and 71,522 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:


	December 31, 2024	December 31, 2023
Stock price	$15.00 - 293.00	$419.00 - 599.00
Exercise price	$5.85 - 250.00	$419.00 - 599.00
Expected volatility	61.00 - 69.57%	80.00 - 110.95%
Expected term (in years)	5.61 - 6.08	5.00 - 6.08
Risk-free interest rate	3.71 - 4.45%	3.46 - 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, 2022		6,349		$	105.24		7.95	$	108,253
Granted		17,375			496.49
Exercised		(355	)		109.46				4,480
Expired		(127	)		599.00
Forfeited		(8,229	)		578.56
Outstanding at December 31, 2023		15,013		$	291.44		8.29	$	109,821
Granted		28,448			143.34
Exercised		—			—
Expired		(2,004	)		309.24
Forfeited		(15,796	)		234.57
Outstanding at December 31, 2024		25,661		$	161.83		8.52	$	—
Exercisable at December 31, 2024		6,560		$	159.65		6.37	$	—

In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $131,041 and $1,245,796, which is included in general and administrative expense for the years ended December 31, 2024 and 2023, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2024 and 2023 was $7.15 and $243.00, respectively. As of December 31, 2024 and 2023, $212,936 and $2,594,571 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 9.25 and 2.73 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 year ended December 31, 2024, the Company began issuing RSUs to employees and to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for employee-granted RSUs is recorded ratably over their vesting period of four years. 25% of the RSUs will vest on each anniversary of the vesting commencement date until the RSU is fully vested. Stock-based compensation expense for non-employee director-granted RSUs is recorded ratably over their vesting period which is the earlier to occur of the one (1) year anniversary of the respective grant date, or the next annual meeting of stockholders following the respective grant date.

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


	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023		—		$	—
Granted		425,039			2.65
Exercised		(81,788	)		5.86
Forfeited		(2,468	)		21.84
Outstanding at December 31, 2024		340,783		$	1.74

For the year ended December 31, 2024, the Company recorded stock-based compensation expense of $1,034,639 which is included in general and administrative expense for the year ended December 31, 2024. As of December 31, 2024, unrecognized compensation cost related to the grant of RSUs was $37,150. Unvested outstanding RSUs as of December 31, 2024 had a weighted average remaining vesting period of 3.37 years.

Goodwill - Additional Information (Details)	12 Months Ended
Goodwill - Additional Information (Details)	Dec. 31, 2024 USD ($) Segment ReportingUnit	Dec. 31, 2023 USD ($) Segment ReportingUnit
Goodwill [Line Items]
Number of operating segments \| Segment	2	1
Number of reporting units \| ReportingUnit	2	1
Impairment of goodwill	$ 2,725,460	$ 0
Banzai Operating Co. [Member]
Goodwill [Line Items]
Impairment of goodwill	0
OpenReel [Member]
Goodwill [Line Items]
Impairment of goodwill	$ 2,725,460

- 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

Debt - Additional Information (Details) - USD ($)							7 Months Ended	12 Months Ended
Debt - Additional Information (Details) - USD ($)	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Sep. 13, 2023	Jul. 19, 2022	Mar. 21, 2022	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
Debt Instrument [Line Items]
Loss on extinguishment of debt								$ (680,762)	$ 0
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Debt discount upon issuance	$ 200,000
2022 Convertible Notes [Member]
Debt Instrument [Line Items]
Debt discount upon issuance									559,390
Interest expense									1,063,093
Debt related commitement fees and debt issuance costs									875,034
Interest expense debt									188,059
Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Principal amount outstanding								$ 6,500,000	6,500,000
Yorkville Convertible Note [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount	2,000,000
Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 2,101,744	$ 2,000,000
Debt instrument, interest rate						15.00%
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
Maximum [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount	3,500,000
Series A Preferred Stock [Member] \| Alco [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage						5.00%
Series A Preferred Stock [Member] \| Minimum [Member] \| DNX [Member]
Debt Instrument [Line Items]
Equity percentage owned percentage							5.00%				5.00%
Class A Common Stock [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted								275,383
Alco September Promissory Note [Member] \| Alco [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 1,500,000
Debt instrument, interest rate				8.00%
Debt instrument, maturity date				Sep. 30, 2024
Debt discount upon issuance				$ 638,808
Interest expense								$ 283,188	478,815
Debt related commitement fees and debt issuance costs								190,366	448,240
Principal amount outstanding									1,500,000
Accrued interest outstanding									30,575
Interest expense debt								92,822	30,575
Debt issuance costs				$ 8,588
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								321,189	94,005
Debt related commitement fees and debt issuance costs								277,298	86,608
Principal amount outstanding									750,000
Accrued interest outstanding									7,397
Interest expense debt								43,891	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
Interest expense								936,941	39,087
Debt related commitement fees and debt issuance costs								819,901	31,197
Principal amount outstanding									2,000,000
Accrued interest outstanding									7,890
Interest expense debt								$ 117,040	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%
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.
Conversion of stock, shares converted	10,598
Numerator used for obtaining conversion price							$ 50,000,000
Related Party Convertible Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 7,271,368
Debt instrument, interest rate							8.00%
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									1,126,451
Interest expense									2,307,013
Debt related commitement fees and debt issuance costs									1,842,942
Interest expense debt									$ 464,071
Conversion of stock, shares converted	22,929
Numerator used for obtaining conversion price							$ 50,000,000
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

Debt - Additional Information (Details 7) - USD ($)				1 Months Ended	12 Months Ended
Debt - Additional Information (Details 7) - USD ($)	Sep. 24, 2024	Sep. 23, 2024	Sep. 05, 2024	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021	Feb. 19, 2021
Debt Instrument [Line Items]
Extinguishment of Old CP BF notes					$ 680,762	$ 0
Common stock shares outstanding					8,195,163	2,585,297
Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares outstanding					5,884,029	274,163
Class B Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares outstanding					2,311,134	2,311,134
2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Extinguishment of Old CP BF notes			$ (6,529,402)
Aggregate principal amount	$ 283,315	$ 10,758,775
Debt instrument, maturity date		Feb. 19, 2027
Debt instrument, interest rate		15.50%
Debt instrument conversion price per share		$ 3.89
CP BF SPA [Member]
Debt Instrument [Line Items]
Debt		$ 2,000,000
Warrants exercise price		$ 0.0001
CP BF SPA [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants issued		565,553
CP BF SPA [Member] \| Maximum [Member] \| Pre-Funded Warrants [Member]
Debt Instrument [Line Items]
Warrants issued		304,704
CP BF SPA [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Share issued		260,849
CP BF SPA [Member] \| Class B Common Stock [Member] \| CEO [Member]
Debt Instrument [Line Items]
Common stock shares outstanding		2,311,143
Loan Agreement With CPBF Lending LLC [Member] \| Convertible Notes [Member]
Debt Instrument [Line Items]
Effective interest rate percentage					16.00%	16.00%
Interest expense					$ 350,430	$ 422,507
Interest expense debt					325,818	395,575
Debt related commitement fees and debt issuance costs					24,612	$ 26,932
CP BF [Member]
Debt Instrument [Line Items]
Derivatives measured at fair value		$ 12,000						$ 3,000
Bifurcated embedded derivative					51,000
Gain in change in fair value of bifurcated embedded derivatives					$ 51,000
Shares issued upon conversion of option, value				$ 216,284
Proceeds from issuance of private placement	4,600,000
CP BF [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Share issued			70,000	55,600
Common stock price per share				$ 3.89
CP BF [Member] \| Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share							$ 133.64
CP BF [Member] \| 2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Cash proceeds from issuance of convertible notes	$ 3,000,000
Effective interest rate percentage					15.40%
Interest expense					$ 368,525
Interest expense debt					369,459
Debt related commitement fees and debt issuance costs					$ 934
CP BF [Member] \| Side Letter to the Loan Agreement [Member] \| 2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, convertible terms					On September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the "Old CP BF Notes") into a single convertible note (the "2024 CP BF Convertible Note").

Summary of Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance - December 31, 2023	$ 5,748
Change in provision for credit losses	18,462
Balance - December 31, 2024	$ 24,210

Fair Value Measurements - Summary of Range of key Inputs at Issuance (Details) (Details)	Dec. 31, 2024	Dec. 12, 2024	Dec. 10, 2024	Sep. 24, 2024	Sep. 13, 2024	Aug. 16, 2024	Jul. 22, 2024
July Agile Note [Member] \| Discounted Cash Flow [Member] \| Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	9.3						18.92
July Agile Note [Member] \| Discounted Cash Flow [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0						0.55
September Agile Note [Member] \| Discounted Cash Flow [Member] \| Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	9.33				14.37
September Agile Note [Member] \| Discounted Cash Flow [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.43				0.48
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	1.53					5.58
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.46					0.84
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	4.25					5
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	191					114
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	80					80
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	20					20
August 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0					0
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	1.53			8.24
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.59			0.86
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	4.23			4.34
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	264			192
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	80			80
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	20			20
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0			0
December Agile Note [Member] \| Discounted Cash Flow [Member] \| Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	10.13	9.48
December Agile Note [Member] \| Discounted Cash Flow [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.56	0.61
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	1.53		2.05
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.8		0.86
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	4.19		4.29
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	232		222
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	75		75
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	25		25
December 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0		0