0001193125-25-283006 | 10-Q | XBRL Viewer

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Going Concern - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Accounting Policies [Abstract]
Cash	$ 900,000
Cash flows from operating activities	(13,416,431)	$ (5,363,004)
Accumulated deficit	$ (95,739,807)		$ (78,279,713)

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-14

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-11

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Property and Equipment

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment

8. Property and Equipment

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


	September 30, 2025			December 31, 2024
Computers and equipment	$	43,651		$	34,474
Less: accumulated depreciation		(34,254	)		(30,935	)
Property and equipment, net	$	9,397		$	3,539

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $3,319 and $2,825 respectively.

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash	$ 851,356	$ 1,087,497
Accounts receivable, net of allowance for credit losses of $105,032 and $24,210, respectively	804,519	936,321
Prepaid expenses and other current assets	605,853	643,674
Total current assets	2,261,728	2,667,492
Property and equipment, net	9,397	3,539
Intangible assets, net	8,332,096	3,883,853
Goodwill	21,991,721	18,972,475
Operating lease right-of-use assets	55,174	72,565
Deferred tax asset	111,635	0
Deferred offering costs	201,769	0
Other assets	13,984	11,154
Total assets	32,986,504	25,674,078
Current liabilities:
Accounts payable	2,022,645	7,782,746
Accrued expenses and other current liabilities	3,995,488	3,891,018
Convertible notes, carried at fair value	2,304,000	0
Notes payable, carried at fair value	3,307,000	3,575,000
Private placement warrant liability	901,000	0
Earnout liability	962,693	14,850
Due to related party	67,118	167,118
Deferred revenue	3,707,872	3,934,627
Operating lease liabilities, current	25,046	22,731
Total current liabilities	26,045,912	28,260,148
Deferred revenue, non-current	93,726	117,643
Deferred tax liability	1,375,710	10,115
Operating lease liabilities, non-current	30,919	49,974
Total liabilities	27,546,267	28,437,880
Commitments and contingencies (Note 15)
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 5,205,098 (4,973,984 Class A and 231,114 Class B) and 819,516 (588,402 Class A and 231,114 Class B) issued and outstanding at September 30, 2025 and December 31, 2024, respectively	517	80
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at September 30, 2025 and December 31, 2024		0
Additional paid-in capital	101,260,898	75,515,831
Accumulated Other Comprehensive (loss) income	(81,371)	0
Accumulated deficit	(95,739,807)	(78,279,713)
Stockholders' equity (deficit)	5,440,237	(2,763,802)
Total liabilities and stockholders' equity (deficit)	32,986,504	25,674,078
Nonrelated Party [Member]
Current liabilities:
Convertible notes	0	215,057
Warrant liability	2,000	15,000
Related Party [Member]
Current assets:
Bifurcated embedded derivative asset	9,000	63,000
Current liabilities:
Convertible notes	6,747,383	8,639,701
Warrant liability	667	2,300
Yorkville [Member]
Current liabilities:
Convertible notes	$ 2,003,000	$ 0

Debt - Additional Information (Details 3) - USD ($)			1 Months Ended	9 Months Ended
Debt - Additional Information (Details 3) - USD ($)	Feb. 05, 2024	Dec. 14, 2023	Feb. 29, 2024	Sep. 30, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Common stock, value, issued				$ 517	$ 80
Gem Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,000,000
Cash agreed to pay	1,200,000
Monthly installments	$ 100,000
Payment of debt			$ 1,200,000
Gem Agreement [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Convertible debenture				$ 215,057
Shares issuable under the terms of promissory note	200,000
Shares issued under the terms of promissory note				19,000
GEM Term Sheet [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Convertible debenture		$ 2,000,000
Convertible debenture maturity period		5 years
Coupon rate		0.00%
Commitment fee expense		$ 2,000,000
GEM Term Sheet [Member] \| Gem Agreement [Member] \| Gem Warrant [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Percentage of right to convert warrant to common shares		3.00%
Maximum [Member] \| Share Purchase Agreement [Member] \| Gem Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued		$ 100,000,000

Stock-Based Compensation - Summary of Stock Option Activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Underlying Options, Beginning balance \| shares	2,566
Shares Underlying Options, Granted \| shares	10,086
Shares Underlying Options, Expired \| shares	(17)
Shares Underlying Options, Forfeited \| shares	(43)
Shares Underlying Options, Ending balance \| shares	12,592	2,566
Shares Underlying Options, Exercisable \| shares	1,312
Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 1,618.3
Weighted Average Exercise Price, Granted \| $ / shares	210.45
Weighted Average Exercise Price, Expired \| $ / shares	176.44
Weighted Average Exercise Price, Forfeited \| $ / shares	292.63
Weighted Average Exercise Price, Ending Balance \| $ / shares	347.85	$ 1,618.3
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 1,668.77
Weighted Average Remaining Contractual Term (in years), Outstanding	8 years 10 months 20 days	8 years 6 months 7 days
Weighted Average Remaining Contractual Term (in years), Granted	9 years 1 month 13 days
Weighted Average Remaining Contractual Term (in years), Exercisable	6 years 9 months 25 days

Deferred Revenue - Summary of Changes in Total Deferred Revenue (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Deferred Revenue Disclosure [Abstract]
Deferred revenue, beginning of period	$ 4,052,270	$ 1,214,096
Billings	6,745,306	4,362,730
Revenue recognized (prior year deferred revenue)	(3,612,072)	(1,214,096)
Revenue recognized (current year deferred revenue)	(3,706,242)	(3,091,333)
OpenReel deferred revenue - short-term - previously recognized at acquisition	0	2,663,230
Vidello deferred revenue - short-term	228,610
Deferred revenue - short-term, end of period	3,707,872	3,934,627
OpenReel deferred revenue - long-term	93,726	117,643
Deferred revenue - short-term and long-term, end of period	$ 3,801,598	$ 4,052,270

Deferred Revenue - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Deferred Revenue Disclosure [Abstract]
Recognition of deferred revenue	$ 3,612,072	$ 1,214,096

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,209,613	745,263
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	12,592	2,695
RSU's [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	414,429	1,650
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	23,000	23,000
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	1,657	1,657
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	686,107	452,761
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	71,827	10,490
Pre-Funded Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		253,010

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Accounts receivable allowance for credit loss	$ 105,032	$ 24,210
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	5,205,098	819,516
Common stock, shares outstanding	5,205,098	819,516
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	1
Preferred stock, shares outstanding	1	1
Class A Common Stock [Member]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	4,973,984	588,402
Common stock, shares outstanding	4,973,984	588,402
Class B Common Stock [Member]
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	231,114	231,114
Common stock, shares outstanding	231,114	231,114

Revenue - Summary of Accounts Receivable, Net (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Opening Balance	$ 936,321	$ 37,386	$ 105,049
Closing Balance	$ 804,519	$ 936,321	$ 37,386

Warrant Liability - Summary of Inputs to Monte Carlo Simulation for Private Placement Warrant Liability (Details) - Private Placement Warrant Liability [Member] - Monte Carlo Simulation [Member]	Sep. 30, 2025
Stock Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	2.94
Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	0
Maximum [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	4.89
Maximum [Member] \| Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	3.7
Maximum [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	128
Maximum [Member] \| Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	3.13
Minimum [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	2.75
Minimum [Member] \| Risk-Free Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	0
Minimum [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	98
Minimum [Member] \| Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Private Placement Warrant liability, measurement input	2.5

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Operating leases:
Operating lease right-of-use assets	$ 55,174	$ 72,565
Operating lease liability, current	25,046	22,731
Operating lease liabilities, non-current	30,919	49,974
Total operating lease liabilities	$ 55,965	$ 72,705
Weighted-average remaining lease term:
Operating leases (in years)	2 years 29 days	2 years 9 months 29 days
Weighted-average discount rate:
Operating leases	9.40%	9.40%

Debt - Additional Information (Details 2) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
Debt - Additional Information (Details 2) - USD ($)	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2021	Oct. 10, 2022
Term Note [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Interest expense	$ 264,235		$ 851,175
Interest expense debt	238,843		772,550
Debt related commitement fees and debt issuance costs	$ 25,392		$ 78,625
Convertible Notes [Member] \| Loan Agreement With CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Effective interest rate percentage	16.00%		16.00%
Interest expense	$ 112,571		$ 350,430
Interest expense debt	104,314		325,818
Debt related commitement fees and debt issuance costs	$ 8,257		$ 24,612
CP BF Lending, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, covenant compliance description		For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company's noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company's consolidated balance sheets.
CP BF Lending, LLC [Member] \| Term Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage				14.00%
Frequency of periodic interest payment				monthly
Accrued interest payable-in-kind				1.50%
Effective interest rate percentage	16.00%		16.00%
CP BF Lending, LLC [Member] \| Convertible Notes [Member]
Debt Instrument [Line Items]
Accrued interest payable-in-kind				$ 15.5
Debt instrument conversion price per share				$ 1,336.4
CP BF Lending, LLC [Member] \| First Amendment Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 321,345

Debt - Summary of Notes (Details) - USD ($)	3 Months Ended				9 Months Ended
Debt - Summary of Notes (Details) - USD ($)	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Debt Instrument [Line Items]
Loss on debt issuance	$ 192,000			$ 0	$ 444,000	$ 171,000
Agile Notes [Member]
Debt Instrument [Line Items]
Balance	4,131,000	$ 5,538,000	$ 3,143,000		3,143,000
Issuance of term notes		262,500	4,000,000
Loss on debt issuance		110,500
Loss on restructuring			1,769,895
Repayments in cash	(1,724,250)	(1,929,885)	(3,540,800)
Change in fair value	75,250	149,885	165,905
Balance	2,482,000	4,131,000	5,538,000		2,482,000
Outstanding principal balance	2,108,014				2,108,014
Accrued interest	1,499,649				1,499,649
1800 Diagonal Convertible Notes [Member]
Debt Instrument [Line Items]
Balance	530,000	411,000	432,000		432,000
Issuance of term notes	447,350	393,300	124,200
Loss on debt issuance	65,650	58,700	21,800
Repayments in cash	(65,589)	(316,719)	(145,286)
Change in fair value	4,190	(16,281)	(21,714)
Conversions	(156,600)
Balance	825,000	530,000	$ 411,000		825,000
Outstanding principal balance	732,684				732,684
Accrued interest	71,505				71,505
Private Placement Offering (3i, LP) [Member]
Debt Instrument [Line Items]
Balance	2,676,000
Issuance of term notes	2,000,000	2,200,000
Loss on debt issuance	1,083,000	476,000
Repayments in cash	(1,291,516)
Change in fair value	(514,338)
Conversions	(1,649,146)
Balance	2,304,000	$ 2,676,000			2,304,000
Outstanding principal balance	2,750,853				2,750,853
Accrued interest	$ 1,193,231				$ 1,193,231

Segment Reporting

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

Segment Reporting

19. Segment Reporting

The Company has three reportable operating segments, Banzai Operating Co, Inc., Banzai Reel Acquisition Inc. (OpenReel), and Vidello Limited (Vidello). The Company’s segments deliver SaaS tools that leverage data, analytics, and AI to provide marketing and sales solutions, including video production and editing, for businesses 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 tables below present information about reported segments for the three and nine months ending September 30, 2025:


Three months ended September 30, 2025
	Banzai Operating			OpenReel			Vidello			Total Consolidated
Revenue	$	1,143,619		$	1,355,810		$	345,079		$	2,844,508
Cost of revenue		377,481			80,425			61,505			519,411
Gross profit		766,138			1,275,385			283,574			2,325,097

Expenses
People		1,427,945			711,530			123,527			2,263,002
Marketing and advertising		408,425			26,018			106,105			540,548
Technology		215,309			576,169			16,032			807,510
Other segment expenses1		338,211			209,817			(59,351	)		488,677
Total expenses		2,389,890			1,523,534			186,313			4,099,737
Segment Adjusted EBITDA		(1,623,752	)		(248,149	)		97,261			(1,774,640	)
Transaction, PubCo. Expenses and Stock-based compensation		2,328,754			32,385			—			2,361,139
Adjusted EBITDA	$	(3,952,506	)	$	(280,534	)	$	97,261		$	(4,135,779	)


Nine months ended September 30, 2025
	Banzai Operating			OpenReel			Vidello		Total Consolidated
Revenue	$	3,314,643		$	4,184,291		$	1,851,639	$	9,350,573
Cost of revenue		1,122,552			232,927			324,446		1,679,925
Gross profit		2,192,091			3,951,364			1,527,193		7,670,648

Expenses
People		4,034,874			1,977,525			210,284		6,222,683
Marketing and advertising		1,658,275			83,512			384,456		2,126,243
Technology		745,930			1,646,430			67,605		2,459,965
Other segment expenses1		2,034,370			256,851			203,185		2,494,406
Total expenses		8,473,449			3,964,318			865,530		13,303,297
Segment Adjusted EBITDA		(6,281,358	)		(12,954	)		661,663		(5,632,649	)
Transaction, PubCo. Expenses and Stock-based compensation		7,350,603			352,867			-		7,703,470
Adjusted EBITDA	$	(13,631,961	)	$	(365,821	)	$	661,663	$	(13,336,119	)

1 Other segment expenses for each reportable segment includes provision for credit losses, foreign currency exchange rate changes, travel and entertainment expenses, professional expenses other than those included in transaction and PubCo. expenses, insurance expenses, and expenses related to licenses.

The tables below present information about reported segments for the three and nine months ending September 30, 2024:


Three months ended September 30, 2024
	Banzai Operating			OpenReel1		Vidello1		Total Consolidated
Revenue	$	1,080,607		$	—	$	—	$	1,080,607
Cost of revenue		338,023			—		—		338,023
Gross profit		742,584			—		—		742,584

Expenses
People		1,303,100			—		—		1,303,100
Marketing and advertising		427,651			—		—		427,651
Technology		153,297			—		—		153,297
Other segment expenses2		148,878			—		—		148,878
Total expenses		2,032,926			—		—		2,032,926
Segment Adjusted EBITDA		(1,290,342	)		—		—		(1,290,342	)
Transaction, PubCo. Expenses and Stock-based compensation		1,480,516			—		—		1,480,516
Adjusted EBITDA	$	(2,770,858	)	$	—	$	—	$	(2,770,858	)


Nine months ended September 30, 2024
	Banzai Operating			OpenReel1		Vidello1		Total Consolidated
Revenue	$	3,228,276		$	—	$	—	$	3,228,276
Cost of revenue		1,049,411			—		—		1,049,411
Gross profit		2,178,865			—		—		2,178,865

Expenses
People		3,879,525			—		—		3,879,525
Marketing and advertising		1,357,397			—		—		1,357,397
Technology		583,722			—		—		583,722
Other segment expenses2		1,140,510			—		—		1,140,510
Total expenses		6,961,154			—		—		6,961,154
Segment Adjusted EBITDA		(4,782,289	)		—		—		(4,782,289	)
Transaction, PubCo. Expenses and Stock-based compensation		4,760,311			—		—		4,760,311
Adjusted EBITDA	$	(9,542,600	)	$	—	$	—	$	(9,542,600	)

1 The OpenReel acquisition occurred on December 18, 2024 and therefore is presented at $0 for comparative purposes. The Vidello acquisition occurred on January 31, 2025 (refer to Note 4) and therefore is presented at $0 for comparative purposes.

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

A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the three months ended September 30, 2025, and 2024, is as follows:


	September 30, 2025			September 30, 2024
EBITDA by segment
Banzai Operating Co.	$	(3,952,506	)		(2,770,858	)
OpenReel		(280,534	)		—
Vidello		97,261			—
Total		(4,135,779	)		(2,770,858	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		(252,831	)		(59,187	)
Interest income		(1,425	)		—
Interest expense		—			—
Interest expense - related party		393,968			1,050,363
Gain on extinguishment of liabilities		—			(152,782	)
Gain on release of Vidello revenue holdback		(973,000	)		—
Loss on debt issuance		192,000			—
Loss on private placement issuance		1,439,000			—
Loss on issuance of term notes		—			390,000
Loss on issuance of convertible bridge notes		65,650			63,408
Loss on conversion and settlement of Alco promissory notes - related party		—			4,808,882
Loss on conversion and settlement of CP BF notes - related party		—			6,529,402
Loss on extinguishment of term notes		—			—
Yorkville prepayment premium expense		—			14,000
Loss on Yorkville SEPA advances		190,489			—
Vidello earnout expense		69,053			—
Failed acquisition costs		—			—
GEM settlement fee expense		—			60,000
Other (income) expense, net		64,372			(62,927	)
Depreciation and amortization expense		294,427			900
Loss before income taxes	$	(5,617,482	)	$	(15,412,917	)

A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the nine months ended September 30, 2025, and 2024, is as follows:


	September 30, 2025			September 30, 2024
EBITDA by segment
Banzai Operating Co.	$	(13,631,961	)	$	(9,542,600	)
OpenReel		(365,821	)		—
Vidello		661,663			—
Total		(13,336,119	)		(9,542,600	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		315,264			(388,187	)
Interest income		(1,427	)		(10	)
Interest expense		-			-
Interest expense - related party		1,288,988			2,860,768
Gain on extinguishment of liabilities		(4,488,627	)		(680,762	)
Gain on release of Vidello revenue holdback		(973,000	)		-
Loss on debt issuance		444,000			171,000
Loss on private placement issuance		2,276,000			-
Loss on issuance of term notes		110,500			390,000
Loss on issuance of convertible bridge notes		146,150			63,408
Loss on conversion and settlement of Alco promissory notes - related party		-			4,808,882
Loss on conversion and settlement of CP BF notes - related party		-			6,529,402
Loss on extinguishment of term notes		1,769,895			-
Yorkville prepayment premium expense		-			94,760
Loss on Yorkville SEPA advances		937,626			—
Vidello earnout expense		485,720
Failed acquisition costs		1,382,002
GEM settlement fee expense		-			260,000
Other (income) expense, net		(523,451	)		(2,900	)
Depreciation and amortization expense		841,664			3,725
Loss before income taxes	$	(17,347,423	)	$	(23,652,686	)

Disaggregation of Revenue

The following table presents the Company's percentage of revenue generated by SaaS product for the three months ended September 30, 2025, and 2024:


	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
Revenue %	2025			2024			2025			2024
Reach		2.9	%		8.1	%		2.5	%		4.1	%
Demio		35.5	%		91.9	%		33.0	%		95.5	%
OpenReel		47.6	%		0.0	%		44.7	%		0.0	%
Vidello		14.0	%		0.0	%		19.8	%		0.0	%
Other		0.0	%		0.0	%		0.0	%		0.4	%
Total		100.0	%		100.0	%		100.0	%		100.0	%

For disaggregation of revenue by geographic area, refer to Note 6.

- 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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+ Details

Stock-Based Compensation - Summary of Activity Respect To RSUs (Details) - Restricted Stock Units [Member]	9 Months Ended
	Sep. 30, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Beginning Balance \| shares	34,078
Units, Granted \| shares	520,529
Units, Exercised \| shares	(125,427)
Units, Forfeited \| shares	(14,751)
Units, Ending Balance \| shares	414,429
Weighted Average Grant Date Fair Value, Beginning balance Outstanding \| $ / shares	$ 17.4
Weighted Average Grant Date Fair Value, Granted \| $ / shares	7.03
Weighted Average Grant Date Fair Value, Exercised \| $ / shares	11.91
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	8.49
Weighted Average Grant Date Fair Value, Ending balance Outstanding \| $ / shares	$ 7.45

Revenue - Summary of Costs to Obtain Contract Activity (Details) - USD ($)	3 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Capitalized Contract Cost, Net [Abstract]
Beginning Balance	$ 52,616	$ 38,546	$ 31,504	$ 39,144	$ 38,462	$ 51,472
Commissions Incurred	82,017	39,664	57,237	42,739	48,316	31,610
Deferred Commissions Recognized	(81,938)	(25,594)	(50,195)	(44,765)	(47,634)	(44,620)
Ending Balance	$ 52,695	$ 52,616	$ 38,546	$ 37,118	$ 39,144	$ 38,462

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] - USD ($)	3 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025
Fair Value Measurements (Details) [Line Items]
Beginning Balance	$ 3,000	$ 11,000	$ 15,000
Change in fair value	(1,000)	(8,000)	(4,000)
Ending Balance	$ 2,000	$ 3,000	$ 11,000

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2025

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:


	September 30, 2025		December 31, 2024
Prepaid expenses and other current assets:
Prepaid software costs	$	194,565	$	59,855
Service trade		145,548		239,041
Employee receivable		112,583		800
Prepaid insurance costs		68,509		130,345
Prepaid commissions		52,695		31,504
Prepaid consulting costs		—		76,767
Prepaid advertising and marketing costs		—		29,133
Prepaid merchant fees		—		26,690
Prepaid data license and subscription costs		—		3,125
Other current assets		31,953		46,414
Total prepaid expenses and other current assets	$	605,853	$	643,674

Acquisition of Vidello - Summary of Pro Forma Financial Information (Details) - Vidello [Member] - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Business Acquisition [Line Items]
Revenue	$ 9,581,008	$ 8,707,071
Cost of revenue	1,870,380	1,741,544
Operating expenses	21,921,778	14,947,197
Total other expenses (income), net	3,169,640	14,106,361
Loss before income taxes attributable to common stockholders	$ (17,380,790)	$ (22,088,031)

- 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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-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (e)(2)
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-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 37: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2025

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:


	September 30, 2025	September 30, 2024
Stock price	$14-5,990	$146 - 305
Exercise price	$15-5,990	$146 - 2,500
Expected volatility	110.95%	61.00 - 62.12%
Expected term (in years)	10	5.61 - 6.08
Risk-free interest rate	4.45%	4.20 - 4.45%

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, 2024		2,566		$	1,618.30		8.52	$	—
Granted		10,086			210.45		9.12		—
Expired		(17	)		176.44		—		—
Forfeited		(43	)		292.63		—		—
Outstanding at September 30, 2025		12,592		$	347.85		8.89		—
Exercisable at September 30, 2025		1,312		$	1,668.77		6.82	$	—

Summary of Activity with Respect Status of, RSUs

A summary of the activity with respect to, and status of, RSUs during the nine months ended September 30, 2025 is presented below:


	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024		34,078		$	17.40
Granted		520,529			7.03
Exercised		(125,427	)		11.91
Forfeited		(14,751	)		8.49
Outstanding at September 30, 2025		414,429		$	7.45

Debt - Additional Information (Details 5) - USD ($)						3 Months Ended			9 Months Ended
Debt - Additional Information (Details 5) - USD ($)	Jun. 12, 2025	Mar. 31, 2025	Dec. 12, 2024	Sep. 13, 2024	Jul. 22, 2024	Sep. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Debt Instrument [Line Items]
Loss on debt extinguishment						$ 0		$ (152,782)	$ (4,488,627)	$ (680,762)
March Agile Note [Member]
Debt Instrument [Line Items]
Loss on debt extinguishment							$ 1,769,895
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, stated percentage			44.00%	48.00%	42.00%
Subordinated Secured Promissory Note [Member] \| March Agile Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 4,000,000					4,000,000
Proceeds from issuance of secured debt		2,044,105
Administrative agent fees		200,000					$ 200,000
Prepayment of remaining outstanding balance of debt		$ 1,755,895
Debt instrument, maturity date		Nov. 12, 2025
Debt instrument, interest rate, stated percentage		44.00%					44.00%
Subordinated Secured Promissory Note [Member] \| June Agile Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 262,500
Proceeds from issuance of secured debt	250,000
Administrative agent fees	$ 12,500
Debt instrument, maturity date	Dec. 15, 2025
Debt instrument, interest rate, stated percentage	48.00%
Agile Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage						5.00%			5.00%
Interest expense						$ 817,721			$ 1,499,649
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

Equity - Additional Information (Details) - USD ($)					1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
Equity - Additional Information (Details) - USD ($)	Jan. 31, 2025	Jan. 03, 2025	Aug. 26, 2024	Dec. 14, 2023	May 31, 2025	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Sep. 03, 2025	Aug. 27, 2025	Jul. 01, 2025	Apr. 25, 2025	Apr. 21, 2025	Jan. 31, 2024
Class of Stock [Line Items]
Common stock, shares authorized							275,000,000		275,000,000		275,000,000
Common stock par value							$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares authorized							75,000,000		75,000,000		75,000,000
Preferred stock, par value							$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares outstanding							1		1		1
Common stock, shares outstanding							5,205,098		5,205,098		819,516
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.
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
Common stock, shares issued							5,205,098		5,205,098		819,516
Common stock shares issued											819,516
Loss recognized							$ 0	$ 152,782	$ 4,488,627	$ 680,762
Maximum [Member]
Class of Stock [Line Items]
Common stock, shares authorized							275,000,000		275,000,000
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Shares excercised									125,427
Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Percentage of lowest daily Volume Weighted Average Price				90.00%
Commitment fee payable				$ 500,000
Maximum floor price				$ 1,000													$ 20
Maximum percentage of closing price on trading day				75.00%
Floor price adjustment				The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement.
Hudson Global Ventures, LLC [Member]
Class of Stock [Line Items]
Common stock, shares issued		15,000
Fair value of shares issued		$ 232,500
Verista Partners, Inc. [Member]
Class of Stock [Line Items]
Common stock, shares issued			3,000
Fair value of shares issued			$ 49,800
ATM Agreement [Member]
Class of Stock [Line Items]
Common stock, shares issued							406,772		406,772
Net proceeds									$ 1,078,710
Shares Issued for Private Placement [Member]
Class of Stock [Line Items]
Price per share					$ 6.9
Proceeds from issuance of private placement					$ 330,000
Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding					32,352
Warrants price per share					$ 3.4
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding							5,205,098		5,205,098
Common stock shares issued									5,205,098
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 outstanding							4,973,984		4,973,984		588,402
Common stock, shares issued							4,973,984		4,973,984		588,402
Common stock shares issued									4,973,984		588,402
Class A Common Stock [Member] \| Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted									125,427
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock par value				$ 0.0001
Percentage of voting power				9.99%
Percentage of outstanding shares				19.99%
Percentage of shares outstanding at the date of advance notice				9.99%
Total consideration payable in shares of class A common stock				$ 100,000,000
Percentage of average daily Volume Weighted Average Price				95.00%
Percentage of lowest daily Volume Weighted Average Price				96.00%
Shares issued as payment of deferred fee						1,420
Common stock price per share				$ 5,000
Maximum conversion price				1,000
Conversion of stock, shares converted											2,891
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Option 1 Advance [Member]
Class of Stock [Line Items]
Common stock, shares authorized							1,266,001		1,266,001
Aggregate gross proceeds from offering									$ 6,814,734
Loss recognized									$ 340,850
Shares sold							30,489		30,489
Gross proceeds (in Dollars)									$ 48,000
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Option 2 Advance [Member]
Class of Stock [Line Items]
Common stock, shares authorized							1,179,000		1,179,000
Loss recognized									$ 431,000
Derivative liabilities							$ 431,203		$ 431,203
Shares sold							1,179,000		1,179,000
Gross proceeds (in Dollars)									$ 10,779,127
Class A Common Stock [Member] \| Hudson Global Ventures, LLC [Member]
Class of Stock [Line Items]
Common stock, shares issued												52,000		23,600	40,000
Class A Common Stock [Member] \| ATM Agreement [Member]
Class of Stock [Line Items]
Common stock par value													$ 0.0001
Class A Common Stock [Member] \| Alco [Member]
Class of Stock [Line Items]
Common stock, shares issued																104,882
Class A Common Stock [Member] \| Vidello [Member]
Class of Stock [Line Items]
Fair value of shares issued	$ 1,661,677
Number of shares issued	89,820
Class A Common Stock [Member] \| Shares Issued for Private Placement [Member]
Class of Stock [Line Items]
Common stock, shares authorized					31,885
Class A Common Stock [Member] \| Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Class of Stock [Line Items]
Common stock issued by exercise of warrants					32,352
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 outstanding							231,114		231,114		231,114
Common stock, shares issued							231,114		231,114		231,114
Common stock shares issued									231,114		231,114
Class B Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock par value				$ 0.0001
Percentage of outstanding shares				19.99%

Going Concern

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Going Concern

2. Going Concern

As of September 30, 2025 the Company had cash of approximately $0.9 million. For the nine months ended September 30, 2025, the Company used approximately $13.4 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of September 30, 2025, the Company had an

accumulated deficit of approximately $95.7 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 13) and equity financings associated with the Yorkville SEPA (as defined in Note 16). If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

These accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Revenue (Tables)

9 Months Ended

Sep. 30, 2025

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 three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,148,073		75	%	$	626,768		58	%
Europe, Middle East and Africa (EMEA)		534,758		19	%		333,960		31	%
Asia Pacific		161,677		6	%		119,879		11	%
Total	$	2,844,508		100	%	$	1,080,607		100	%

The following table summarizes revenue by region based on the billing address of customers for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	7,149,862		76	%	$	1,797,307		56	%
Europe, Middle East and Africa (EMEA)		1,646,880		18	%		1,080,876		33	%
Asia Pacific		553,831		6	%		350,093		11	%
Total	$	9,350,573		100	%	$	3,228,276		100	%

Summary of Accounts Receivable, Net


	Opening Balance		Closing Balance		Opening Balance		Closing Balance
	1/1/2025		9/30/2025		1/1/2024		9/30/2024
Accounts receivable, net	$	936,321	$	804,519	$	105,049	$	37,386

Summary of Costs to Obtain Contract Activity

The following summarizes the costs to obtain a contract activity during the three and nine months ended September 30, 2025:


Balance - December 31, 2024	$	31,504
Commissions Incurred		57,237
Deferred Commissions Recognized		(50,195	)
Balance - March 31, 2025		38,546
Commissions Incurred		39,664
Deferred Commissions Recognized		(25,594	)
Balance - June 30, 2025	$	52,616
Commissions Incurred		82,017
Deferred Commissions Recognized		(81,938	)
Balance - September 30, 2025		52,695

The following summarizes the costs to obtain a contract activity during the three and nine months ended September 30, 2024:


Balance - December 31, 2023	$	51,472
Commissions Incurred		31,610
Deferred Commissions Recognized		(44,620	)
Balance - March 31, 2024		38,462
Commissions Incurred		48,316
Deferred Commissions Recognized		(47,634	)
Balance - June 30, 2024	$	39,144
Commissions Incurred		42,739
Deferred Commissions Recognized		(44,765	)
Balance - September 30, 2024	$	37,118

Subsequent Events - Additional Information (Details)																					1 Months Ended			9 Months Ended		12 Months Ended
Subsequent Events - Additional Information (Details)	Nov. 11, 2025 USD ($)	Nov. 04, 2025 USD ($)	Nov. 03, 2025 USD ($) $ / shares shares	Oct. 27, 2025 USD ($) $ / shares shares	Oct. 24, 2025 USD ($) $ / shares shares	Oct. 23, 2025 USD ($) $ / shares shares	Oct. 22, 2025 USD ($) $ / shares shares	Oct. 21, 2025 USD ($) $ / shares shares	Oct. 20, 2025 USD ($) $ / shares shares	Oct. 17, 2025 USD ($) $ / shares shares	Oct. 16, 2025 USD ($) $ / shares shares	Oct. 14, 2025 USD ($) TradingDay $ / shares shares	Oct. 13, 2025 USD ($) $ / shares shares	Oct. 13, 2025 USD ($) $ / shares shares	Oct. 10, 2025 USD ($) $ / shares shares	Oct. 09, 2025 USD ($) $ / shares shares	Oct. 08, 2025 USD ($) $ / shares shares	Oct. 06, 2025 USD ($) $ / shares shares	Apr. 17, 2025 USD ($)	Sep. 05, 2024 shares	Nov. 11, 2025 USD ($) shares	Oct. 17, 2025 $ / shares shares	Oct. 31, 2024 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 shares	Oct. 15, 2025 shares	Jun. 27, 2025 USD ($)	Mar. 26, 2024 USD ($)	Feb. 14, 2024 $ / shares	Feb. 05, 2024 USD ($)	Dec. 14, 2023 $ / shares
Subsequent Event [Line Items]
Converted principal amount																								$ 1,649,146	$ 0
Common stock shares issued \| shares																										819,516
RSU's [Member]
Subsequent Event [Line Items]
Shares excercised \| shares																								125,427
RSU's [Member] \| 2023 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Units, Vested \| shares																						21,262
CP BF [Member]
Subsequent Event [Line Items]
Shares issued upon conversion of option, value																							$ 216,284
Yorkville Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate principal amount																													$ 1,500,000		$ 1,000,000
Floor price \| $ / shares																														$ 2.94
Private Placement Notes [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate principal amount																												$ 11,000,000
April 1800 Diagonal Note
Subsequent Event [Line Items]
Aggregate principal amount																			$ 230,000
Debt instrument, maturity date																			Feb. 15, 2026
Proceeds from issuance of secured debt																			$ 192,000
Original issue discount																			30,000
Debt instrument unamortized debt issuance costs incurred during the period																			$ 8,000
Debt instrument, interest rate, stated percentage																			12.00%
Class A Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares																								4,973,984		588,402
Class A Common Stock [Member] \| 2023 Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Shares excercised \| shares																						21,262
Class A Common Stock [Member] \| CP BF [Member]
Subsequent Event [Line Items]
Share issued \| shares																				7,000			5,560
Common stock price per share \| $ / shares																							$ 38.9
Purchase price per share \| $ / shares																							$ 38.9
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Subsequent Event [Line Items]
Consideration received on transaction													$ 568,381
Purchase of common shares \| shares													180,000
Common stock price per share \| $ / shares																																$ 5,000
Purchase price per share \| $ / shares																																$ 5,000
Subsequent Event [Member] \| 3i, LP [Member] \| June 3i Note [Member]
Subsequent Event [Line Items]
Conversion principal							$ 8,154							$ 183,333
Converted principal amount							8,154							183,333
Outstanding principal amount													$ 8,154	8,154
Oustanding debt interest amount														815
Contractual installment amount							$ 8,154							$ 183,333
Debt instrument, due date							Feb. 01, 2026							Oct. 01, 2025
Interest expense							$ 258							$ 4,347
Debt instrument, whole interest							557						$ 12,986	$ 12,986
Subsequent Event [Member] \| 3i, LP [Member] \| August 3i Note [Member]
Subsequent Event [Line Items]
Conversion principal															$ 183,333	$ 183,333
Converted principal amount															183,333	183,333
Outstanding principal amount															1,100,000	1,283,333
Oustanding debt interest amount															109,997	128,333
Contractual installment amount															$ 183,333	$ 183,333
Debt instrument, due date															May 01, 2026	Oct. 01, 2025
Interest expense															$ 2,648	$ 2,597
Debt instrument, whole interest															15,685	$ 15,736
Subsequent Event [Member] \| 3i, LP [Member] \| August 3i Note Due April 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion principal															183,333
Converted principal amount															183,333
Outstanding principal amount															916,667
Oustanding debt interest amount															91,667
Contractual installment amount															$ 183,333
Debt instrument, due date															Apr. 01, 2026
Interest expense															$ 2,648
Debt instrument, whole interest															$ 15,685
Subsequent Event [Member] \| 3i, LP [Member] \| August 3i Note Due March 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion principal												$ 183,333
Converted principal amount												183,333
Outstanding principal amount												733,333
Oustanding debt interest amount												73,333
Contractual installment amount												$ 183,333
Debt instrument, due date												Mar. 01, 2026
Interest expense												$ 2,852
Debt instrument, whole interest												15,481
Subsequent Event [Member] \| 3i, LP [Member] \| October 3i Note Due October 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion principal											$ 183,333
Converted principal amount											183,333
Outstanding principal amount											2,316,667
Oustanding debt interest amount											231,667
Contractual installment amount											$ 183,333
Debt instrument, due date											Oct. 01, 2026
Interest expense											$ 407
Debt instrument, whole interest												17,926
Subsequent Event [Member] \| 3i, LP [Member] \| November 3i Note Due November 1, 2025 [Member]
Subsequent Event [Line Items]
Conversion principal			$ 208,333
Converted principal amount			208,333
Outstanding principal amount			2,108,333
Oustanding debt interest amount			210,833
Contractual installment amount			$ 208,333
Debt instrument, due date			Nov. 01, 2025
Interest expense			$ 1,505
Debt instrument, whole interest			$ 19,329
Subsequent Event [Member] \| CP BF [Member]
Subsequent Event [Line Items]
Shares issued upon conversion of option, value							$ 18,357	$ 89,258	$ 29,943	$ 29,558
Subsequent Event [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Gross proceeds from sale of securities												$ 10,000,000
Minimum redemption notice period												60 days
Debt instrument, periodic payment												$ 2,000,000
Debt instrument, convertible terms												The CP BF Letter Agreement amended the Conversion Price, as defined, to ninety-five percent (95%) of the price of the Class A Common Stock on the trading day immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50. The CP BF Letter Agreement included an amendment that CP BF shall take commercially reasonable actions to partially convert the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance") into shares of the Company's Class A Common Stock at the new conversion price. The CP BF Letter Agreement limits the amount of shares that CP BF can sell or convert to five percent (5%) of the aggregate daily trading volume however the Company has the right waive or increase such limitation at its discretion. The CP BF Letter Agreement also stipulates that between the time that the Company pays down at least $2,000,000 against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $10,000,000 in gross proceeds from the sale of Company securities, the Company will no longer be required to prepay a certain percentage of other proceeds received from securities offerings to CP BF, as stipulated in the Loan Agreement.
Thresold trading days \| TradingDay												60
Percentage of converted shares register in SEC												100.00%
Net proceeds from issuance of shares												$ 10,000,000
Subsequent Event [Member] \| April 1800 Diagonal Note
Subsequent Event [Line Items]
Conversion Price \| $ / shares				$ 1.69	$ 1.81	$ 1.84	$ 2.03	$ 2.06
Conversion principal				$ 39,475	$ 45,000	$ 65,000	$ 50,625	$ 65,000
Outstanding principal amount					$ 37,975	$ 81,475	$ 144,975	$ 194,000
Subsequent Event [Member] \| October Note [Member] \| Private Placement Notes [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Debt instrument, interest rate, original issue percentage																	10.00%
Debt instrument, interest rate, stated percentage																	10.00%
Subsequent Event [Member] \| October Note [Member] \| Private Placement Notes [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares																	$ 2.5
Aggregate principal amount																	$ 2,500,000
Debt instrument, maturity date																	Oct. 08, 2026
Proceeds from issuance of secured debt																	$ 2,010,909
Debt instrument, maturity from date of issuance																	12 months
Minimum percentage of outstanding common stock, buyer hold																	4.99%
Maximum percentage of outstanding common stock, buyer hold																	9.99%
Floor price \| $ / shares																	$ 0.62
Subsequent Event [Member] \| October Warrants [Member] \| Private Placement Notes [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Warrant initial exercise price \| $ / shares																	$ 2.5
Subsequent Event [Member] \| November 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount		$ 238,050
Debt instrument, maturity date		Jul. 30, 2026
Proceeds from issuance of secured debt		$ 200,000
Original issue discount		31,050
Debt instrument unamortized debt issuance costs incurred during the period		$ 7,000
Debt instrument, interest rate, stated percentage		14.00%
Subsequent Event [Member] \| Minimum [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, periodic payment												$ 2,000,000
Subsequent Event [Member] \| Maximum [Member] \| October Warrants [Member] \| Private Placement Notes [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Warrants issued \| shares																	200,000
Subsequent Event [Member] \| Class A Common Stock [Member] \| June 3i Note [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares							$ 2.42						$ 2.42	$ 2.42
Debt outstanding converted to common stock \| shares							3,713							83,470
Subsequent Event [Member] \| Class A Common Stock [Member] \| August 3i Note [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares															$ 2.42	$ 2.42
Debt outstanding converted to common stock \| shares															83,470	83,470
Subsequent Event [Member] \| Class A Common Stock [Member] \| August 3i Note Due April 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares															$ 2.42
Debt outstanding converted to common stock \| shares															83,470
Subsequent Event [Member] \| Class A Common Stock [Member] \| August 3i Note Due March 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares												$ 2.42
Debt outstanding converted to common stock \| shares												83,470
Subsequent Event [Member] \| Class A Common Stock [Member] \| October 3i Note Due October 1, 2026 [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares											$ 2.5
Debt outstanding converted to common stock \| shares											80,667
Subsequent Event [Member] \| Class A Common Stock [Member] \| November 3i Note Due November 1, 2025 [Member]
Subsequent Event [Line Items]
Conversion Price \| $ / shares			$ 1.88
Debt outstanding converted to common stock \| shares			121,804
Subsequent Event [Member] \| Class A Common Stock [Member] \| Yorkville Advisors Global, LP [Member]
Subsequent Event [Line Items]
Common stock price per share \| $ / shares													2.95	$ 2.95				$ 3.08
Common stock shares issued \| shares														65,000				115,000
Purchase price per share \| $ / shares													$ 2.95	$ 2.95				$ 3.08
Aggregate gross proceeds from offering														$ 191,477				$ 354,074
Shares, Issued \| shares																	115,000										65,000
Subsequent Event [Member] \| Class A Common Stock [Member] \| CP BF [Member]
Subsequent Event [Line Items]
Share issued \| shares							7,700	33,200	10,990	10,990
Common stock price per share \| $ / shares							$ 2.38	$ 2.69	$ 2.74	$ 2.71												$ 2.71
Purchase price per share \| $ / shares							$ 2.38	$ 2.69	$ 2.74	$ 2.71												$ 2.71
Subsequent Event [Member] \| Class A Common Stock [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Percentage of conversion price												120.00%
Floor price \| $ / shares												$ 2.5
Percentage of aggregate daily trading volume limit to sell or convert amount of shares												5.00%
Subsequent Event [Member] \| Class A Common Stock [Member] \| April 1800 Diagonal Note
Subsequent Event [Line Items]
Debt outstanding converted to common stock \| shares				23,393	24,896	35,374	25,000	31,630
Subsequent Event [Member] \| Class A Common Stock [Member] \| Minimum [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Percentage of conversion price												95.00%
At the Market Offering \| Subsequent Event [Member]
Subsequent Event [Line Items]
Gross proceeds from sale of securities																					$ 1,310,738
Share issued \| shares																					498,222
Net proceeds from issuance of shares																					$ 1,310,738
At the Market Offering \| Subsequent Event [Member] \| Class A Common Stock [Member]
Subsequent Event [Line Items]
Aggregate market value of shares issued	$ 5,600,000

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2025

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

11. Accrued Expenses and Other Current Liabilities

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


	September 30, 2025		December 31, 2024
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,183,090	$	2,419,829
Sales tax payable		482,256		452,508
Excise tax payable		223,717		223,717
Provision for tax payable		525,359		—
Accrued payroll and benefit costs		182,887		207,970
Accrued legal costs		153,884		315,764
Accrued subscription costs		53,737		46,759
Accrued streaming service costs		48,698		51,308
Other current liabilities		141,860		173,163
Total accrued expenses and other current liabilities	$	3,995,488	$	3,891,018

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2025

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

9. Prepaid Expenses and Other Current Assets

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


	September 30, 2025		December 31, 2024
Prepaid expenses and other current assets:
Prepaid software costs	$	194,565	$	59,855
Service trade		145,548		239,041
Employee receivable		112,583		800
Prepaid insurance costs		68,509		130,345
Prepaid commissions		52,695		31,504
Prepaid consulting costs		—		76,767
Prepaid advertising and marketing costs		—		29,133
Prepaid merchant fees		—		26,690
Prepaid data license and subscription costs		—		3,125
Other current assets		31,953		46,414
Total prepaid expenses and other current assets	$	605,853	$	643,674

Acquisition of Vidello - Summary of Provisional Purchase Price Allocation Relating to Vidello Merger (Details) - USD ($)	Sep. 30, 2025	Jan. 31, 2025	Dec. 31, 2024
Goodwill recorded:
Goodwill	$ 21,991,721		$ 18,972,475
Vidello [Member]
Assets acquired:
Cash and cash equivalents		$ 67,551
Property and equipment, net		9,375
Total assets		5,373,926
Liabilities assumed:
Accounts payable		705
Accrued expenses and other current liabilities		15,377
Unearned revenue, current		447,966
Deferred tax liability		1,324,250
Taxes payable		337,127
Total liabilities		2,125,425
Total identifiable net assets		3,248,501
Goodwill recorded:
Goodwill		3,019,246
Total consideration		6,267,747
Vidello [Member] \| Customer Relationships [Member]
Assets acquired:
Intangible Assets		551,000
Vidello [Member] \| Trade Name [Member]
Assets acquired:
Intangible Assets		736,000
Vidello [Member] \| Developed Technology [Member]
Assets acquired:
Intangible Assets		$ 4,010,000

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Numerator:
Net loss attributable to common shareholders - basic	$ (5,887,591)	$ (15,413,927)	$ (17,460,094)	$ (23,659,387)
Net loss attributable to common shareholders - diluted	$ (5,887,591)	$ (15,413,927)	$ (17,460,094)	$ (23,659,387)
Denominator:
Weighted average shares - basic	3,591,228	316,289	2,256,990	286,166
Weighted average shares - diluted	3,591,228	316,289	2,256,990	286,166
Net loss per share attributable to common shareholders - basic	$ (1.64)	$ (48.73)	$ (7.74)	$ (82.68)
Net loss per share attributable to common shareholders - diluted	$ (1.64)	$ (48.73)	$ (7.74)	$ (82.68)

- Definition

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

+ References

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+ 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.

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+ Details

- Definition

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

+ References

+ 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

Fair Value Measurements - Summary of Ranges of Inputs in Fair Value of the Private Placement Warrant (Details) - Fair Value, Inputs, Level 3 [Member]	Sep. 30, 2025
Stock Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	2.94
Contractual Term (Years) [Member] \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	2.75
Contractual Term (Years) [Member] \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	4.89
Risk-Free Rate [Member] \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	0
Risk-Free Rate [Member] \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	3.7
Volatility [Member] \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	98
Volatility [Member] \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	128
Exercise Price [Member] \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	2.5
Exercise Price [Member] \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	3.13
Dividend Yield [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement Input	0

Segment Reporting - Additional Information (Details)	9 Months Ended
Segment Reporting - Additional Information (Details)	Sep. 30, 2025 Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3
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.

Commitments and Contingencies - Additional Information (Details)							3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 06, 2025 USD ($)	Sep. 23, 2024 shares	Sep. 19, 2024 USD ($)	Sep. 13, 2024 USD ($) Installment	Sep. 09, 2024 USD ($) shares	Aug. 26, 2024 USD ($) shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares shares
Loss Contingencies [Line Items]
Operating leases have remaining lease terms							2 years 29 days		2 years 29 days
Common stock par value \| $ / shares							$ 0.0001		$ 0.0001		$ 0.0001
Gain (loss) on extinguishment of liability							$ 0	$ 152,782	$ 4,488,627	$ 680,762
Liability balance							$ 27,546,267		$ 27,546,267		$ 28,437,880
Shares registered to satisfy remaining unpaid fee \| shares							275,000,000		275,000,000		275,000,000
Maximum [Member]
Loss Contingencies [Line Items]
Stock price \| $ / shares							$ 5,990	$ 305	$ 5,990	$ 305
Shares registered to satisfy remaining unpaid fee \| shares							275,000,000		275,000,000
Maximum [Member] \| Pre-Funded Warrants [Member]
Loss Contingencies [Line Items]
Warrants issued \| shares		30,470
Minimum [Member]
Loss Contingencies [Line Items]
Stock price \| $ / shares							$ 14	$ 146	$ 14	$ 146
Class A Common Stock [Member]
Loss Contingencies [Line Items]
Shares registered to satisfy remaining unpaid fee \| shares							250,000,000		250,000,000		250,000,000
Payment to Act-On [Member]
Loss Contingencies [Line Items]
Liquidated damages	$ 500,000
Additional interest and extension fees	$ 882,030
Amount owed							$ 1,382,030		$ 1,382,030
MZHCI [Member] \| Investor Relations Consulting Agreement [Member]
Loss Contingencies [Line Items]
Restricted shares issued \| shares						2,400
Share issued \| shares						24,000
Investor relations services amount paid						$ 12,500
Annual cost of living adjustment						5.00%
Effective agreement period						6 months
Agreement renew period						6 months
Period of written notice for termination prior to renewal of agreement						60 days
Perkins Coie LLP [member] \| Repayment Agreement [member]
Loss Contingencies [Line Items]
Share issued \| shares									130,000		60,000
Registration rights agreement, required filing term					60 days
Fair value of shares issued					$ 1,385,000
Perkins Coie LLP [member] \| Repayment Agreement [member] \| Minimum [Member]
Loss Contingencies [Line Items]
Share issued \| shares					46,000
Cooley LLP [Member] \| Repayment Agreement [member]
Loss Contingencies [Line Items]
Periodic installments payment			11 monthly installments
Monthly installments			$ 36,300
Date of first payment			Oct. 01, 2024
Gain (loss) on extinguishment of liability			$ 0						$ 1,100,000
Cooley LLP [Member] \| Repayment Agreement [member] \| Maximum [Member]
Loss Contingencies [Line Items]
Outstanding fees			1,523,029
Cooley LLP [Member] \| Repayment Agreement [member] \| Minimum [Member]
Loss Contingencies [Line Items]
Outstanding fees			$ 400,000
Cohn Reznick LLP [Member] \| Settlement Letter [Member]
Loss Contingencies [Line Items]
Periodic installments payment			15 equal monthly installments
Monthly installments			$ 30,000
Receiptable amount			450,000
Debt Instrument, Face Amount			817,400
Cohn Reznick LLP [Member] \| Settlement Letter [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Debt Instrument, Face Amount			$ 577,400
Sidley Austin LLP [Member] \| Repayment Agreement [member]
Loss Contingencies [Line Items]
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).
Periodic installments payment			12 monthly payments
Shortfall accrue interest rate			12.00%
Sidley Austin LLP [Member] \| Repayment Agreement [member] \| Maximum [Member]
Loss Contingencies [Line Items]
Outstanding fees			$ 4,815,979
Sidley Austin LLP [Member] \| Repayment Agreement [member] \| Minimum [Member]
Loss Contingencies [Line Items]
Outstanding 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] \| Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Outstanding fees							109,464		$ 109,464
Donnelley Financial LLC [Member] \| Repayment Agreement [member] \| Maximum [Member]
Loss Contingencies [Line Items]
Outstanding fees				1,072,148
Donnelley Financial LLC [Member] \| Repayment Agreement [member] \| Minimum [Member]
Loss Contingencies [Line Items]
Outstanding fees				357,025
Verista Partners, Inc. [Member] \| Repayment Agreement [member]
Loss Contingencies [Line Items]
Share issued \| shares									3,000
Periodic installments payment						16 equal cash installment
Monthly installments						$ 78,437
Remaining monthly installment amount						8,125
Debt instrument fee remaining amount						130,000
Fair value of shares issued						66,666
Verista Partners, Inc. [Member] \| Repayment Agreement [member] \| Accounts Payable [Member]
Loss Contingencies [Line Items]
Outstanding fees							$ 45,785		$ 45,785
Verista Partners, Inc. [Member] \| Repayment Agreement [member] \| Maximum [Member]
Loss Contingencies [Line Items]
Outstanding fees						$ 196,666
ASC 470-60 [Member] \| Cohn Reznick LLP [Member] \| Settlement Letter [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability			0
ASC 470-60 [Member] \| Sidley Austin LLP [Member] \| Repayment Agreement [member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability			$ 0	$ 0					$ 3,200,000

Goodwill - Summary of Goodwill by Reportable Segment (Details)	9 Months Ended
	Sep. 30, 2025 USD ($)
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 18,972,475
Additions to goodwill (Note 4)	3,019,246
Goodwill, Ending Balance	21,991,721
Banzai Operating Co. [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	2,171,526
Goodwill, Ending Balance	2,171,526
Vidello [Member]
Goodwill [Line Items]
Additions to goodwill (Note 4)	3,019,246
Goodwill, Ending Balance	3,019,246
OpenReel [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	16,800,949
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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-4

+ Details

- 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
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+ Details

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2025

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:


	September 30, 2025		December 31, 2024
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,183,090	$	2,419,829
Sales tax payable		482,256		452,508
Excise tax payable		223,717		223,717
Provision for tax payable		525,359		—
Accrued payroll and benefit costs		182,887		207,970
Accrued legal costs		153,884		315,764
Accrued subscription costs		53,737		46,759
Accrued streaming service costs		48,698		51,308
Other current liabilities		141,860		173,163
Total accrued expenses and other current liabilities	$	3,995,488	$	3,891,018

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2025

Segment Reporting [Abstract]

Summary of Information About Reported Segments

The tables below present information about reported segments for the three and nine months ending September 30, 2025:


Three months ended September 30, 2025
	Banzai Operating			OpenReel			Vidello			Total Consolidated
Revenue	$	1,143,619		$	1,355,810		$	345,079		$	2,844,508
Cost of revenue		377,481			80,425			61,505			519,411
Gross profit		766,138			1,275,385			283,574			2,325,097

Expenses
People		1,427,945			711,530			123,527			2,263,002
Marketing and advertising		408,425			26,018			106,105			540,548
Technology		215,309			576,169			16,032			807,510
Other segment expenses1		338,211			209,817			(59,351	)		488,677
Total expenses		2,389,890			1,523,534			186,313			4,099,737
Segment Adjusted EBITDA		(1,623,752	)		(248,149	)		97,261			(1,774,640	)
Transaction, PubCo. Expenses and Stock-based compensation		2,328,754			32,385			—			2,361,139
Adjusted EBITDA	$	(3,952,506	)	$	(280,534	)	$	97,261		$	(4,135,779	)


Nine months ended September 30, 2025
	Banzai Operating			OpenReel			Vidello		Total Consolidated
Revenue	$	3,314,643		$	4,184,291		$	1,851,639	$	9,350,573
Cost of revenue		1,122,552			232,927			324,446		1,679,925
Gross profit		2,192,091			3,951,364			1,527,193		7,670,648

Expenses
People		4,034,874			1,977,525			210,284		6,222,683
Marketing and advertising		1,658,275			83,512			384,456		2,126,243
Technology		745,930			1,646,430			67,605		2,459,965
Other segment expenses1		2,034,370			256,851			203,185		2,494,406
Total expenses		8,473,449			3,964,318			865,530		13,303,297
Segment Adjusted EBITDA		(6,281,358	)		(12,954	)		661,663		(5,632,649	)
Transaction, PubCo. Expenses and Stock-based compensation		7,350,603			352,867			-		7,703,470
Adjusted EBITDA	$	(13,631,961	)	$	(365,821	)	$	661,663	$	(13,336,119	)

The tables below present information about reported segments for the three and nine months ending September 30, 2024:


Three months ended September 30, 2024
	Banzai Operating			OpenReel1		Vidello1		Total Consolidated
Revenue	$	1,080,607		$	—	$	—	$	1,080,607
Cost of revenue		338,023			—		—		338,023
Gross profit		742,584			—		—		742,584

Expenses
People		1,303,100			—		—		1,303,100
Marketing and advertising		427,651			—		—		427,651
Technology		153,297			—		—		153,297
Other segment expenses2		148,878			—		—		148,878
Total expenses		2,032,926			—		—		2,032,926
Segment Adjusted EBITDA		(1,290,342	)		—		—		(1,290,342	)
Transaction, PubCo. Expenses and Stock-based compensation		1,480,516			—		—		1,480,516
Adjusted EBITDA	$	(2,770,858	)	$	—	$	—	$	(2,770,858	)


Nine months ended September 30, 2024
	Banzai Operating			OpenReel1		Vidello1		Total Consolidated
Revenue	$	3,228,276		$	—	$	—	$	3,228,276
Cost of revenue		1,049,411			—		—		1,049,411
Gross profit		2,178,865			—		—		2,178,865

Expenses
People		3,879,525			—		—		3,879,525
Marketing and advertising		1,357,397			—		—		1,357,397
Technology		583,722			—		—		583,722
Other segment expenses2		1,140,510			—		—		1,140,510
Total expenses		6,961,154			—		—		6,961,154
Segment Adjusted EBITDA		(4,782,289	)		—		—		(4,782,289	)
Transaction, PubCo. Expenses and Stock-based compensation		4,760,311			—		—		4,760,311
Adjusted EBITDA	$	(9,542,600	)	$	—	$	—	$	(9,542,600	)

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

A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the three months ended September 30, 2025, and 2024, is as follows:


	September 30, 2025			September 30, 2024
EBITDA by segment
Banzai Operating Co.	$	(3,952,506	)		(2,770,858	)
OpenReel		(280,534	)		—
Vidello		97,261			—
Total		(4,135,779	)		(2,770,858	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		(252,831	)		(59,187	)
Interest income		(1,425	)		—
Interest expense		—			—
Interest expense - related party		393,968			1,050,363
Gain on extinguishment of liabilities		—			(152,782	)
Gain on release of Vidello revenue holdback		(973,000	)		—
Loss on debt issuance		192,000			—
Loss on private placement issuance		1,439,000			—
Loss on issuance of term notes		—			390,000
Loss on issuance of convertible bridge notes		65,650			63,408
Loss on conversion and settlement of Alco promissory notes - related party		—			4,808,882
Loss on conversion and settlement of CP BF notes - related party		—			6,529,402
Loss on extinguishment of term notes		—			—
Yorkville prepayment premium expense		—			14,000
Loss on Yorkville SEPA advances		190,489			—
Vidello earnout expense		69,053			—
Failed acquisition costs		—			—
GEM settlement fee expense		—			60,000
Other (income) expense, net		64,372			(62,927	)
Depreciation and amortization expense		294,427			900
Loss before income taxes	$	(5,617,482	)	$	(15,412,917	)

A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the nine months ended September 30, 2025, and 2024, is as follows:


	September 30, 2025			September 30, 2024
EBITDA by segment
Banzai Operating Co.	$	(13,631,961	)	$	(9,542,600	)
OpenReel		(365,821	)		—
Vidello		661,663			—
Total		(13,336,119	)		(9,542,600	)

Reconciliation to loss before income taxes:
Changes in fair value of financial instruments		315,264			(388,187	)
Interest income		(1,427	)		(10	)
Interest expense		-			-
Interest expense - related party		1,288,988			2,860,768
Gain on extinguishment of liabilities		(4,488,627	)		(680,762	)
Gain on release of Vidello revenue holdback		(973,000	)		-
Loss on debt issuance		444,000			171,000
Loss on private placement issuance		2,276,000			-
Loss on issuance of term notes		110,500			390,000
Loss on issuance of convertible bridge notes		146,150			63,408
Loss on conversion and settlement of Alco promissory notes - related party		-			4,808,882
Loss on conversion and settlement of CP BF notes - related party		-			6,529,402
Loss on extinguishment of term notes		1,769,895			-
Yorkville prepayment premium expense		-			94,760
Loss on Yorkville SEPA advances		937,626			—
Vidello earnout expense		485,720
Failed acquisition costs		1,382,002
GEM settlement fee expense		-			260,000
Other (income) expense, net		(523,451	)		(2,900	)
Depreciation and amortization expense		841,664			3,725
Loss before income taxes	$	(17,347,423	)	$	(23,652,686	)

Summary of Company's Percentage of Revenue Generated by Saas Product

The following table presents the Company's percentage of revenue generated by SaaS product for the three months ended September 30, 2025, and 2024:


	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
Revenue %	2025			2024			2025			2024
Reach		2.9	%		8.1	%		2.5	%		4.1	%
Demio		35.5	%		91.9	%		33.0	%		95.5	%
OpenReel		47.6	%		0.0	%		44.7	%		0.0	%
Vidello		14.0	%		0.0	%		19.8	%		0.0	%
Other		0.0	%		0.0	%		0.0	%		0.4	%
Total		100.0	%		100.0	%		100.0	%		100.0	%

Debt - Additional information (Details 6)											3 Months Ended	9 Months Ended
Debt - Additional information (Details 6)	Sep. 12, 2025 USD ($)	Aug. 11, 2025 USD ($) shares	Jul. 23, 2025 USD ($) shares	Jul. 22, 2025 USD ($) shares	May 09, 2025 USD ($)	Apr. 17, 2025 USD ($)	Feb. 07, 2025 USD ($)	Dec. 10, 2024 USD ($)	Sep. 24, 2024 USD ($)	Aug. 16, 2024 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2025 USD ($) 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, stated percentage										12.00%
August 1800 Diagonal Note [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted \| shares		32,780
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	$ 151,800								$ 124,200
Proceeds from issuance of secured debt	125,000								100,000
Original issue discount	19,800								16,200
Debt instrument unamortized debt issuance costs incurred during the period	$ 7,000								$ 8,000
Debt instrument, maturity date	Jun. 15, 2026								Jul. 30, 2025
Debt instrument, interest rate, stated percentage	14.00%								12.00%
September 1800 Diagonal Note [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted \| shares			7,034
Debt instrument, fair value			$ 17,000
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, stated percentage								12.00%
December 1800 Diagonal Note [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Conversion of stock, shares converted \| shares				19,986
Debt instrument, fair value				$ 58,000
February 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							Dec. 15, 2025
Debt instrument, interest rate, stated percentage							12.00%
February 1800 Diagonal Note [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Debt instrument, fair value		$ 80,700
April 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 230,000
Proceeds from issuance of secured debt						192,000
Original issue discount						30,000
Debt instrument unamortized debt issuance costs incurred during the period						$ 8,000
Debt instrument, maturity date						Feb. 15, 2026
Debt instrument, interest rate, stated percentage						12.00%
May 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 163,300
Proceeds from issuance of secured debt					135,000
Original issue discount					21,300
Debt instrument unamortized debt issuance costs incurred during the period					$ 7,000
Debt instrument, maturity date					Feb. 15, 2026
Debt instrument, interest rate, stated percentage					12.00%
1800 Diagonal Notes [Member]
Debt Instrument [Line Items]
Thresold trading days \| TradingDay												10
Percentage of common stock shares convertible												4.99%
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											$ 54,835	$ 71,505
July 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount			295,500
Proceeds from issuance of secured debt			250,000
Original issue discount			38,500
Debt instrument unamortized debt issuance costs incurred during the period			$ 7,000
Debt instrument, maturity date			May 30, 2026
Debt instrument, interest rate, stated percentage			12.00%

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Sep. 30, 2025	Dec. 31, 2025
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits	$ 0	$ 0
Vidello Limited [Member]
Operating Loss Carryforwards [Line Items]
Statutory corporate tax rate		25.00%
US [Member] \| Forecast [Member]
Operating Loss Carryforwards [Line Items]
Effective tax rate, percentage			0.00%
Worldwide [Member]
Operating Loss Carryforwards [Line Items]
Effective tax rate, percentage	(4.81%)

Goodwill (Tables)

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill

The following is a summary of goodwill by reportable segment as of and for the three and nine months ended September 30, 2025:


	Banzai Operating Co.		Vidello		OpenReel		Consolidated
Goodwill - December 31, 2024	$	2,171,526	$	-	$	16,800,949	$	18,972,475
Additions to goodwill (Note 4)		-		3,019,246		-		3,019,246
Goodwill - September 30, 2025	$	2,171,526	$	3,019,246	$	16,800,949	$	21,991,721

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

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. Intangible assets subject to amortization consist of the following:


	Estimated Useful Life (years):	September 30, 2025
Customer relationships	6 - 7	$	1,139,710
Trade name	10 - 15		1,637,088
Technology	6 - 8		6,425,010
			9,201,808
Less: Accumulated amortization			(869,712	)
Intangible assets, net		$	8,332,096

Schedule of Expected Amortization Expense

Expected amortization expense is as follows:


Remainder of Year Ending December 31, 2025	$	401,171
Year Ending December 31, 2026		1,214,920
Year Ending December 31, 2027		1,214,920
Year Ending December 31, 2028		1,214,920
Year Ending December 31, 2029		1,214,920
Thereafter		3,161,948
Total	$	8,422,799

Schedule of Basic and Diluted Net Loss Per Share

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(5,887,591	)	$	(15,413,927	)	$	(17,460,094	)	$	(23,659,387	)

Denominator:
Weighted average shares—basic and diluted		3,591,228			316,289			2,256,990			286,166
Net loss per share attributable to common shareholders—basic and diluted	$	(1.64	)	$	(48.73	)	$	(7.74	)	$	(82.68	)

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 September 30,
	2025		2024
Options		12,592		2,695
RSUs		414,429		1,650
Public warrant shares		23,000		23,000
GEM warrant shares		1,657		1,657
Common warrant shares		686,107		452,761
Placement agent warrant shares		71,827		10,490
Pre-funded warrants				253,010
Total		1,209,613		745,263

Acquisition of Vidello - Additional Information (Details) - USD ($)		3 Months Ended						9 Months Ended
	Jan. 31, 2025	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Business Acquisition [Line Items]
Net loss		$ (5,887,591)	$ (7,929,024)	$ (3,643,479)	$ (15,413,927)	$ (3,955,328)	$ (4,290,132)	$ (17,460,094)	$ (23,659,387)
Vidello Limited [Member]
Business Acquisition [Line Items]
Cash consideration	$ 2,745,031
Amount withheld for indemnification expenses and other holdback provisions	2,500,000
Amount withheld as security for obligations of company shareholders	1,000,000
Amount withheld as security for obligations of company shareholders to complete the transition, integration and related matters	500,000
Amount withheld subject to certain revenue related conditions	$ 1,000,000
Expense related to transition								485,720
Contractual amount paid								$ 500,000
Business combination holdback measurement period		180 days						180 days
Gain on extinguishment		$ (973,000)						$ (973,000)
Business acquisition revenue holdback period	180 days
Business acquisition lock-up agreement period	180 days
Transaction costs	$ 730,000
Total consideration paid	$ 6,267,747
Net loss		$ (723,000)						$ 239,000
Vidello Limited [Member] \| Common Class A [Member]
Business Acquisition [Line Items]
Number of shares issued	89,820

Segment Reporting - Summary of Reconciliation Between EBITDA by Reportable Segment to Consolidated Net Loss Before Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	$ (4,430,206)	$ (2,771,758)	$ (14,177,783)	$ (9,546,325)
Interest income	(1,425)	0	(1,427)	(10)
Gain on extinguishment of liabilities	0	152,782	4,488,627	680,762
Gain on release of Vidello revenue holdback	(973,000)	0	(973,000)	0
Loss on debt issuance	192,000	0	444,000	171,000
Loss on private placement issuance	1,439,000	0	2,276,000	0
Loss on issuance of term notes	0	390,000	110,500	390,000
Loss on issuance of convertible bridge notes	65,650	63,408	146,150	63,408
Loss on extinguishment of term notes	0	0	1,769,895	0
Yorkville prepayment premium expense	(0)	(14,000)	0	(94,760)
Loss on Yorkville SEPA advances	190,489	0	937,626	0
Vidello earnout expense	69,053	0	485,720	0
Failed acquisition costs	0	0	1,382,002	0
GEM settlement fee expense	0	60,000	0	260,000
Depreciation and amortization expense	294,427	900	841,664	3,725
Loss before income taxes	(5,617,482)	(15,412,917)	(17,347,423)	(23,652,686)
Related Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense	393,968	1,050,363	1,288,988	2,860,768
Loss on conversion and settlement of Alco promissory notes	0	4,808,882	0	4,808,882
Loss on conversion and settlement of CP BF notes	0	6,529,402	0	6,529,402
Operating Segments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	(4,135,779)	(2,770,858)	(13,336,119)	(9,542,600)
Changes in fair value of financial instruments	(252,831)	(59,187)	315,264	(388,187)
Interest income	(1,425)		(1,427)	(10)
Gain on extinguishment of liabilities		(152,782)	(4,488,627)	(680,762)
Gain on release of Vidello revenue holdback	(973,000)		(973,000)
Loss on debt issuance	192,000		444,000	171,000
Loss on private placement issuance	1,439,000		2,276,000
Loss on issuance of term notes		390,000	110,500	390,000
Loss on issuance of convertible bridge notes	65,650	63,408	146,150	63,408
Loss on extinguishment of term notes			1,769,895
Yorkville prepayment premium expense		14,000		94,760
Loss on Yorkville SEPA advances	190,489		937,626
Vidello earnout expense	69,053		485,720
Failed acquisition costs			1,382,002
GEM settlement fee expense		60,000		260,000
Other (income) expense, net	64,372	(62,927)	(523,451)	(2,900)
Depreciation and amortization expense	294,427	900	841,664	3,725
Loss before income taxes	(5,617,482)	(15,412,917)	(17,347,423)	(23,652,686)
Operating Segments [Member] \| Related Party [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Interest expense	393,968	1,050,363	1,288,988	2,860,768
Loss on conversion and settlement of Alco promissory notes		4,808,882		4,808,882
Loss on conversion and settlement of CP BF notes		6,529,402		6,529,402
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	(3,952,506)	$ (2,770,858)	(13,631,961)	$ (9,542,600)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	(280,534)		(365,821)
Operating Segments [Member] \| Vidello [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Adjusted EBIDTA by segment, Total	$ 97,261		$ 661,663

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash Flows from Operating Activities:
Net loss	$ (17,460,094)	$ (23,659,387)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	841,664	3,725
Provision for credit losses on accounts receivable	80,822	54
Non-cash share issuance for marketing expenses	0	259,027
Non-cash shares issued for consulting expenses	974,261	0
Non-cash settlement of GEM commitment fee	0	200,000
Discount at issuance on notes carried at fair value	1,087,881	0
Non-cash share issuance for Yorkville redemption premium	0	80,760
Amortization of operating lease right-of-use assets	17,391	131,627
Stock based compensation expense	1,757,099	496,337
Gain on extinguishment of liabilities	(4,488,627)	(680,762)
Gain on release of Vidello revenue holdback	(973,000)	0
Loss on debt issuance	444,000	171,000
Loss on issuance of term notes	110,500	390,000
Loss on issuance of convertible bridge notes	146,150	63,408
Loss on Private Placement Issuance	2,276,000	0
Loss on extinguishment of term notes	1,769,895	0
Change in fair value of convertible notes, carried at fair value	(514,338)	0
Change in fair value of convertible promissory notes	249,000	693,000
Change in fair value of term notes	391,040	36,813
Change in fair value of convertible bridge notes	(33,805)	(18,000)
Changes in operating assets and liabilities:
Accounts receivable	50,980	67,609
Prepaid expenses and other current assets	37,821	157,954
Other assets	(2,830)	0
Accounts payable	(876,069)	3,576,434
Deferred revenue	(674,721)	6,476
Accrued expenses	(248,034)	(15,730)
Operating lease liabilities	(16,740)	(231,691)
Earnout liability	559,804	(22,274)
Deferred revenue - long-term	(23,917)	0
Deferred tax liability	(70,290)	0
Net cash used in operating activities	(13,416,431)	(5,363,004)
Cash Flows from Investing Activities
Cash paid in acquisition of Vidello, net of cash acquired	(2,677,480)	0
Net cash used in investing activities	(2,677,480)	0
Cash Flows from Financing Activities:
Payment of GEM commitment fee promissory note	(215,057)	(1,200,000)
Payment of Vidello transition holdback	(500,000)	0
Proceeds from related party advance		100,000
Repayment of related party advance	(100,000)	0
Proceeds from term notes, net of issuance costs	4,250,000	1,000,000
Repayment of term notes	(7,722,530)	(412,421)
Repayments of private placement notes	(1,291,516)	0
Proceeds from Yorkville redemption premium	0	35,040
Proceeds from issuance of convertible notes, net of issuance costs	9,039,472	2,502,000
Proceeds received for exercise of Pre-Funded warrants	0	866
Proceeds from issuance of shares to Yorkville under the SEPA	17,692,102	0
Proceeds from shares issued to Verista	49,800	0
Payment of deferred offering costs - ATM	(238,330)
Proceeds from issuance of common stock and pre-funded warrants under private placement	329,996	0
Proceeds from issuance of common stock and warrants	1,115,271	6,257,368
Net cash provided by financing activities	15,928,531	7,532,853
Effect of exchange rate changes on cash and cash equivalents	(70,761)	0
Net increase (decrease) in cash	(236,141)	2,169,849
Cash at beginning of period	1,087,497	2,093,718
Cash at end of period	851,356	4,263,567
Supplemental disclosure of cash flow information:
Cash paid for interest	97,178	306,109
Cash paid for taxes	8,256	5,075
Non-cash investing and financing activities
Shares issued to Roth for advisory fee	0	578,833
Shares issued to GEM	0	529,943
Shares issued for marketing expenses	0	334,772
Shares issued to MZHCI for investor relations services	0	94,800
Shares issued for exercise of Pre-Funded warrants	0	866
Shares issued to CP BF for debt restructuring	0	1,287,003
Shares issued to Alco for debt restructuring	0	1,098,614
Shares issued to Hudson for consulting fee	974,261	0
Settlement of GEM commitment fee	0	200,000
Shares issued to Yorkville for commitment fee	0	500,000
Shares issued to Yorkville for redemption premium	0	115,800
Consideration transferred for acquisition of Vidello	1,661,677	0
Assets acquired in acquisition of Vidello	8,393,172	0
Liabilities assumed in acquisition of Vidello	3,986,464	0
Conversion of 3i convertible notes, carried at fair value	1,649,146	0
Shares issued for 1800 Diagonal Note conversions of debt	156,603
Shares issued to Yorkville of aggregate commitment fee	0	500,000
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	0	106,200
Change in fair value of warrant liability	171,000	(594,000)
Non-cash investing and financing activities
Shares issued for payment of outstanding debt	396,110	0
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	951,049	1,179,198
Amortization of debt discount and issuance costs - related party	(2,690)	1,392,934
Loss on conversion and settlement of Alco promissory notes	0	4,808,882
Loss on conversion and settlement of CP BF notes	0	6,529,402
Change in fair value of warrant liability	(1,633)	(460,000)
Change in fair value of bifurcated embedded derivative asset - related party	54,000	(32,000)
Cash Flows from Financing Activities:
Partial repayment of convertible note	(2,840,677)	0
Non-cash investing and financing activities
Bifurcated embedded derivative liabilities at issuance	0	12,000
Conversion of convertible notes	0	2,540,091
Yorkville [Member]
Cash Flows from Financing Activities:
Repayment of convertible notes (Yorkville)	(3,640,000)	(750,000)
Non-cash investing and financing activities
Conversion of convertible notes	0	4,130,000
GEM [Member]
Non-cash investing and financing activities
Issuance of convertible promissory note - GEM	0	1,000,000
CP BF [Member]
Non-cash investing and financing activities
Warrants and pre-funded warrants issued for debt restructuring	0	2,763,161
Alco [Member]
Non-cash investing and financing activities
Warrants and pre-funded warrants issued for debt restructuring	0	7,768,006
J.V.B [Member]
Non-cash investing and financing activities
Shares issued for payment of outstanding debt	$ 0	$ 115,000

Segment Reporting - Summary of Information About Reported Segments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting Information [Line Items]
Revenue	$ 2,844,508	$ 1,080,607	$ 9,350,573	$ 3,228,276
Cost of revenue	519,411	338,023	1,679,925	1,049,411
Gross profit	2,325,097	742,584	7,670,648	2,178,865
Expenses
Total expenses	6,755,303	3,514,342	21,848,431	11,725,190
Adjusted EBITDA	(4,135,779)	(2,770,858)	(13,336,119)	(9,542,600)
Transaction, PubCo. Expenses and Stock-based compensation	2,361,139	1,480,516	7,703,470	4,760,311
Banzai Operating [Member]
Expenses
Adjusted EBITDA	(3,952,506)	(2,770,858)	(13,631,961)	(9,542,600)
Transaction, PubCo. Expenses and Stock-based compensation	2,328,754	1,480,516	7,350,603	4,760,311
OpenReel [Member]
Expenses
Adjusted EBITDA	280,534		(365,821)
Transaction, PubCo. Expenses and Stock-based compensation	32,385		352,867
Vidello [Member]
Expenses
Adjusted EBITDA	97,261		661,663
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	2,844,508	1,080,607	9,350,573	3,228,276
Cost of revenue	519,411	338,023	1,679,925	1,049,411
Gross profit	2,325,097	742,584	7,670,648	2,178,865
Expenses
People	2,263,002	1,303,100	6,222,683	3,879,525
Marketing and advertising	540,548	427,651	2,126,243	1,357,397
Technology	807,510	153,297	2,459,965	583,722
Other segment expenses	488,677	148,878	2,494,406	1,140,510
Total expenses	4,099,737	2,032,926	13,303,297	6,961,154
Adjusted EBITDA	(1,774,640)	(1,290,342)	(5,632,649)	(4,782,289)
Operating Segments [Member] \| Banzai Operating [Member]
Segment Reporting Information [Line Items]
Revenue	1,143,619	1,080,607	3,314,643	3,228,276
Cost of revenue	377,481	338,023	1,122,552	1,049,411
Gross profit	766,138	742,584	2,192,091	2,178,865
Expenses
People	1,427,945	1,303,100	4,034,874	3,879,525
Marketing and advertising	408,425	427,651	1,658,275	1,357,397
Technology	215,309	153,297	745,930	583,722
Other segment expenses	338,211	148,878	2,034,370	1,140,510
Total expenses	2,389,890	2,032,926	8,473,449	6,961,154
Adjusted EBITDA	(1,623,752)	$ (1,290,342)	(6,281,358)	$ (4,782,289)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting Information [Line Items]
Revenue	1,355,810		4,184,291
Cost of revenue	80,425		232,927
Gross profit	1,275,385		3,951,364
Expenses
People	711,530		1,977,525
Marketing and advertising	26,018		83,512
Technology	576,169		1,646,430
Other segment expenses	209,817		256,851
Total expenses	1,523,534		3,964,318
Adjusted EBITDA	(248,149)		(12,954)
Operating Segments [Member] \| Vidello [Member]
Segment Reporting Information [Line Items]
Revenue	345,079		1,851,639
Cost of revenue	61,505		324,446
Gross profit	283,574		1,527,193
Expenses
People	123,527		210,284
Marketing and advertising	106,105		384,456
Technology	16,032		67,605
Other segment expenses	(59,351)		203,185
Total expenses	186,313		865,530
Adjusted EBITDA	$ 97,261		$ 661,663

Goodwill - Additional Information (Details)	9 Months Ended	12 Months Ended
Goodwill - Additional Information (Details)	Sep. 30, 2025 Segment ReportingUnit	Dec. 31, 2024 USD ($)
Goodwill [Line Items]
Number of operating segments \| Segment	3
Number of reporting units \| ReportingUnit	3
Impairment of goodwill		$ 0
OpenReel [Member]
Goodwill [Line Items]
Impairment of goodwill		$ 2,700,000

- Definition

Amount of impairment loss from 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.

+ References + Details

- 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 350
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-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 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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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
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

Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent Events

Yorkville Advanced Notice Settlements

On October 9, 2025 and October 13, 2025, the Company settled Advance Notices received subsequent to September 30, 2025, by selling an aggregate of 180,000 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $568,381.

Private Placement Offering (3i, LP)

On October 8, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “October Closing”). The Company issued an additional note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per share and issuance date of October 8, 2025 (the “October 3i Note”, together with the August Note and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the “October Warrants”, together with the August Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the October Closing. The October Note matures on October 8, 2026. Other than the maturity date of the October Note and October Warrants, respectively, the October Note and October Warrants have the same terms as those issued on the August Closing and the Initial Closing Date. Upon the issuance of the October Note, the Company received proceeds of $2,010,909, net of original issue discount and issuance fees and costs.

The October Note was issued with an original issue discount of 10.0% (the “OID”), as were the other Notes issued on the August Closing and the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the October Note is subject to a floor price of $0.62.

On October 10, 2025, the Company and 3i, LP entered into a consent and waiver agreement (the "Waiver") on certain terms of the Purchase Agreement (as defined in Note 13 in the notes to the unaudited condensed consolidated financial statements) to waive the downward adjustment prohibition in the Purchase Agreement and to provide 3i with certain Variable Rate Securities, as defined in the Purchase Agreement, solely to the extent it would otherwise be violated by the conversion price of CP BF Letter Agreement, as defined below. As such, the parties waived that the conversion price amendment of the CP BF Letter Agreement, as defined below, shall not trigger or constitute an event of default under the Purchase Agreement.

CP BF Letter Agreement

On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the “CP BF Letter Agreement”). The CP BF Letter Agreement amended the Conversion Price, as defined, to ninety-five percent (95%) of the price of the Class A Common Stock on the trading day immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50. The CP BF Letter Agreement included an amendment that CP BF shall take commercially reasonable actions to partially convert the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance") into shares of the Company's Class A Common Stock at the new conversion price. The CP BF Letter Agreement limits the amount of shares that CP BF can sell or convert to five percent (5%) of the aggregate daily trading volume however the Company has the right waive or increase such limitation at its discretion. The CP BF Letter Agreement also stipulates that between the time that the Company pays down at least $2,000,000 against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $10,000,000 in gross proceeds from the sale of Company securities, the Company will no longer be required to prepay a certain percentage of other proceeds received from securities offerings to CP BF, as stipulated in the Loan Agreement.

Pursuant to the CP BF Letter Agreement, the parties agreed to use an agreed upon portion of other debt to partially prepay the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance"). The Company also agreed to reserve that number of shares of Class A Common Stock equal to 120% of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100% of all such shares with the Securities and Exchange Commission within 60 days of the CP BF Letter Agreement. As per the CP BF Letter Agreement, subject to the receipt by CP BF of $2,000,000 and the filing of the registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the CP BF Letter Agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on the the part of the Company to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025.

The Company's failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.

1800 Diagonal Issuance

On November 4, 2025, the Company issued a ninth promissory note (the “November 1800 Diagonal Note”) for an aggregate principal amount of $238,050 and received $200,000 of proceeds, net of an original discount of $31,050 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of July 30, 2026. The stated interest rate on the November Note is 14% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the November Note Agreement's repayment and amortization schedule.

Common Stock Issuances

3i, LP Conversions

On October 13, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2025 on the June 3i Note. The Company converted the principal amount of $183,333 along with interest of $4,347 and make-whole interest of $12,986 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $8,154 of principal and $815 of interest remain on the June 3i Note.

On October 22, 2025, the Company received a conversion notice to convert the remaining principal of $8,154 relating to the remaining installment of $8,154 due February 1, 2026 on the June 3i Note. The Company converted the principal amount of $8,154 along with interest of $258 and make-whole interest of $557 into 3,713 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, the June 3i Note was fully converted.

On October 9, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2025 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,597 and make-whole interest of $15,736 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $1,283,333 of principal and $128,333 of interest remain on the August 3i Note.

On October 10, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due May 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,648 and make-whole interest of $15,685 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $1,100,000 of principal and $109,997 of interest remain on the August 3i Note.

On October 10, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due April 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,648 and make-whole interest of $15,685 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $916,667 of principal and $91,667 of interest remain on the August 3i Note.

On October 14, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due March 1, 2026 on the August 3i Note. The Company converted the principal amount of $183,333 along with interest of $2,852 and make-whole interest of $15,481 into 83,470 shares of Class A Common Stock, at a conversion price of $2.42. Following the conversion, $733,333 of principal and $73,333 of interest remain on the August 3i Note.

On October 16, 2025, the Company received a conversion notice to convert principal of $183,333 relating to the contractual installment of $183,333 due October 1, 2026 on the October 3i Note. The Company converted the principal amount of $183,333 along with interest of $407 and make-whole interest of $17,926 into 80,667 shares of Class A Common Stock, at a conversion price of $2.50. Following the conversion, $2,316,667 of principal and $231,667 of interest remain on the October 3i Note.

On November 3, 2025, the Company received a conversion notice to convert principal of $208,333 relating to the contractual installment of $208,333 due November 1, 2025 on the October 3i Note. The Company converted the principal amount of $208,333 along with interest of $1,505 and make-whole interest of $19,329 into 121,804 shares of Class A Common Stock, at a conversion price of $1.88. Following the conversion, $2,108,333 of principal and $210,833 of interest remain on the October 3i Note.

1800 Diagonal Conversions

On October 21, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $65,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $2.06, converting into 31,630 shares of the Company's Class A Common Stock. Following the conversion there was $194,000 of principal outstanding on the April 1800 Diagonal Note.

On October 22, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $50,625 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $2.03, converting into 25,000 shares of the Company's Class A Common Stock. Following the conversion there was $144,975 of principal outstanding on the April 1800 Diagonal Note.

On October 23, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $65,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.84, converting into 35,374 shares of the Company's Class A Common Stock. Following the conversion there was $81,475 of principal outstanding on the April 1800 Diagonal Note.

On October 24, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $45,000 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.81, converting into 24,896 shares of the Company's Class A Common Stock. Following the conversion there was $37,975 of principal outstanding on the April 1800 Diagonal Note.

On October 27, 2025, 1800 Diagonal exercised its conversion option under the April 1800 Diagonal Note. On the conversion date, the Company converted $39,475 of principal outstanding on the April 1800 Diagonal Note at a conversion price of $1.69, converting into 23,393 shares of the Company's Class A Common Stock. Following the conversion, the April 1800 Diagonal Note was fully converted.

CP BF Conversions

On October 17, 2025, CP BF exercised its optional conversion option in which it received 10,990 Class A Common Stock at the conversion price per share of $2.71 in satisfaction of $29,558 of the Company's obligations under the 2024 CP BF Convertible Note.

On October 20, 2025, CP BF exercised its optional conversion option in which it received 10,990 Class A Common Stock at the conversion price per share of $2.74 in satisfaction of $29,943 of the Company's obligations under the 2024 CP BF Convertible Note.

On October 21, 2025, CP BF exercised its optional conversion option in which it received 33,200 Class A Common Stock at the conversion price per share of $2.69 in satisfaction of $89,258 of the Company's obligations under the 2024 CP BF Convertible Note.

On October 22, 2025, CP BF exercised its optional conversion option in which it received 7,700 Class A Common Stock at the conversion price per share of $2.38 in satisfaction of $18,357 of the Company's obligations under the 2024 CP BF Convertible Note.

Yorkville Conversions

On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 115,000 shares of the Company's Class A Common Stock at a purchase price of $3.08 for a total purchase price of $354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 8, 2025, the Company issued to Yorkville 115,000 shares of Class A Common Stock.

On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 65,000 shares of the Company's Class A Common Stock at a purchase price of $2.95 for a total purchase price of $191,477 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on October 15, 2025, the Company issued to Yorkville 65,000 shares of Class A Common Stock.

At the Market Offering

Between October 1, 2025 and November 11, 2025, the Company issued 498,222 shares under the ATM Agreement for net proceeds of approximately $1,310,738. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $5.6 million as of November 11, 2025, which is based on the limitations of General Instruction I.B.6 of Form S-3.

Employee Awards

Between October 1, 2025 and October 17, 2025, 21,262 vested RSU's under the 2023 Equity Incentive Plan were exercised into 21,262 shares of Class A Common Stock.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2025

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 September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level	September 30, 2025	December 31, 2024
Assets:
Bifurcated embedded derivative asset - related party	3	$9,000	$63,000
Definite-lived intangibles*	3	$3,903,320	$3,903,320
Definite-lived intangibles**	3	$8,332,096	$3,883,853
Goodwill - Vidello (Note 4)*	3	$3,019,246	$—
Goodwill**	3	$21,991,721	$18,972,475
Liabilities:
Warrant liabilities - public	1	$667	$2,300
GEM warrant liabilities	3	$2,000	$15,000
Earnout liability (Note 4)	3	$962,693	$—
Yorkville convertible note	3	$2,003,000	$—
Agile term notes	3	$2,482,000	$3,143,000
1800 Diagonal convertible notes	3	$825,000	$432,000
Private Placement Convertible Notes	3	$2,304,000	$—
Private Placement Warrants	3	$901,000	$—

* Certain assets measured at the acquisition date.

** Measured at period-end.

Summary Of Changes In Fair Value Of Yorkville Convertible Note

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


	Fair Value
Balance at December 31, 2024	$	-
Issuance of Yorkville convertible note		4,950,000
Loss on debt issuance		444,000
Repayment in cash of Yorkville convertible notes		(3,640,000	)
Change in fair value		249,000
Balance at September 30, 2025	$	2,003,000

Summary of Ranges of Inputs in Fair Value of the Private Placement Warrant Liability

The following tables set forth a summary of the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


Key Inputs	September 30, 2025

Stock price	$	2.94
Contractual term (years)	2.75 - 4.89
Risk-free rate	0% - 3.7%
Volatility(1)	98% - 128%
Exercise Price	$2.50-$3.13
Dividend yield		0.00	%

Summary of Changes in Fair Value of Private Placement Warrant Liability


	Fair Value
Balance at December 31, 2024	$	-
Balance at March 31, 2025	$	-
Loss on issuance		361,000
Balance at June 30, 2025	$	361,000
Loss on issuance		356,000
Change in fair value		184,000
Balance at September 30, 2025	$	901,000

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 nine months ended September 30, 2025, 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
Balance at December 31, 2024	$	63,000
Change in fair value		(43,000	)
Balance at March 31, 2025		20,000
Change in fair value		(19,000	)
Balance at June 30, 2025		1,000
Change in fair value		8,000
Balance at September 30, 2025	$	9,000

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 issued in 2025 and for the period ended September 30, 2025 were as follows:


	March 2025 Agile Note						June 2025 Agile Note
Key Inputs	September 30, 2025			March 31, 2025			September 30, 2025			June 12, 2025
Contractual term (years)		0.12			0.62			0.21			0.52
Interest rate		13.80	%		13.12	%		13.79	%		15.95	%

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 issued in 2025 and for the period ended September 30, 2025, were as follows:


	April 1800 Diagonal Note		May 1800 Diagonal Note		July 1800 Diagonal Note		September 1800 Diagonal Note
Key Inputs	September 30, 2025	April 17, 2025	September 30, 2025	May 9, 2025	September 30, 2025	July 23, 2025	September 30, 2025	September 12, 2025
Stock price	$2.94	$10.56	$2.94	$9.98	$2.94	$4.10	$2.94	$2.37
Contractual term (years)	0.38	0.84	0.38	0.78	0.67	0.86	0.72	0.77
Risk-free rate	4.02%	4.16%	4.02%	4.21%	3.90%	4.23%	3.89%	3.87%
Volatility(1)	142%	160%	142%	143%	134%	121%	131%	122%
Maturity probability	90%	80%	90%	80%	85%	80%	90%	85%
Default probability	10%	20%	10%	20%	15%	20%	10%	15%
Dividend yield	0.00%	0.00%	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.

Public Warrants Liability [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

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


	Fair Value
Balance at December 31, 2024	$	2,300
Change in fair value		2,300
Balance at March 31, 2025		4,600
Change in fair value		-
Balance at June 30, 2025		4,600
Change in fair value		(3,933	)
Balance at September 30, 2025	$	667

GEM Warrants Liability [Member]

Fair Value Measurements (Details) [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

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


	Fair Value
Balance at December 31, 2024	$	15,000
Change in fair value		(4,000	)
Balance at March 31, 2025		11,000
Change in fair value		(8,000	)
Balance at June 30, 2025		3,000
Change in fair value		(1,000	)
Balance at September 30, 2025	$	2,000

Debt

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt

13. Debt

Convertible 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 200,000 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. The GEM Promissory Note is recorded in the line Convertible notes on the Company's condensed consolidated balance sheets.

As of September 30, 2025, the Company has issued an aggregate of 19,000 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and during the three and nine months ended September 30, 2025, the Company paid an aggregate of $215,057 to satisfy the remaining balance of the GEM Promissory Note.

Convertible 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 16 - 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 1,200 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 $20.00, 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 September 30, 2025, 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 16). 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 16) of $20.00 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 $2.94 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 27,538 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 2,891 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 14,986, Class A Common stock of the Company.

On January 30, 2025 (the “Issuance Date”), in connection with and pursuant to the terms of the SEPA (refer to Note 16 – Equity for further details), Yorkville agreed to advance to the Company, in exchange for a Convertible Promissory Note (the “January 2025 Yorkville Note”), a total principal amount of $3,500,000. The Company received net proceeds of $3,140,000 after a non-cash original

issue discount of $350,000, and $10,00 debt issuance costs paid to Yorkville.

The January 2025 Yorkville Note had a maturity date of July 31, 2025, but may be extended at the option of the Company. Beginning on the 30th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the January 2025 Yorkville Note in an amount equal to the sum of (i) $1,000,000 of principal (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 (the “Payment Premium”), and (iii) accrued and unpaid interest as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The January 2025 Yorkville Note bears an interest rate of 0% for the first 90 days following the Issuance Date, and 6% thereafter (the “Interest Rate”). The Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined by the January 2025 Yorkville Note). The January 2025 Yorkville 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 $20.00 per share (the “Conversion Price”). The Investor 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 prepay the outstanding amount at any time, in whole or in part, subject to a 4% premium, provided that (i) the Company provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay 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. Pursuant to the January 2025 Yorkville Note, the Company made payments totaling approximately $3,640,000, of which approximately $3,500,000 was applied against outstanding principal, and approximately $140,000 was paid to Yorkville as Payment Premiums and expensed as incurred. As of September 30, 2025, the January 2025 Yorkville Note was fully repaid.

On September 16, 2025, the Company entered into a Convertible Promissory Note (the “September 2025 Yorkville Note”) with Yorkville in principal amount of $2,000,000 (the “Original Principal Amount”) to the Company, to be used as an advance under the outstanding Standby Equity Purchase Agreement entered into on December 14, 2023 by the Company and the Investor. The Company received $890,000 from the Investor on that same date (“Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Investor shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (“Advance #2”).

The September 2025 Yorkville Note was issued on September 16, 2025 and the maturity date of the September 2025 Yorkville Note is March 16, 2026, but may be extended at the option of the Company. Beginning on the 30th day from the date of issuance, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (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 (the “Payment Premium”), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Yorkville Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the September 2025 Yorkville Note. The September 2025 Yorkville Note is convertible into shares of the Company’s Class A common stock, par value $0.0001 per share, at a conversion price of $2.50 per share (the “Conversion Price”). The Investor may elect to convert part or all of the outstanding balance of the September 2025 Yorkville Note at any time or from time to time after the date of issuance. The Company maintains the right to redeem all or any part of the September 2025 Yorkville Note, at any time, provided that (i) the Company provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay 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.

The Company determined that the January 2025 Yorkville Note and September 2025 Yorkville Note were eligible for the fair value option election in accordance with ASC 825-10-50-28, and made such election to account for the January 2025 Yorkville Note and September 2025 Yorkville Note at fair value.

The Company estimated the fair value of the January 2025 Yorkville Note at issuance of $3,402,000 using a Monte Carlo simulation, using the following key inputs: principal on the January 2025 Yorkville Note of $3,500,000; remaining term of .50 years; the fair value of the Company’s Class A common stock on the valuation date of $2.24 per share; a market interest rate of 8.7%; a risk-free rate of 4.27%; equity volatility of 224.0%; and the Payment Premium of 4%. Upon issuance, the Company recognized a loss of $252,000 representing the difference between issuance date fair value and the proceeds received net of the original issue discount of $3,150,000, which is included in loss on debt issuance on the accompanying condensed consolidated statement of operations. As of September 30, 2025, the January 2025 Yorkville Note was fully repaid.

The Company estimated the fair value of the September 2025 Yorkville Note at issuance of $1,992,000 using a Monte Carlo simulation, using the following key inputs: principal on the September 2025 Yorkville Note of $2,000,000; remaining term of .50 years; the fair

value of the Company’s Class A common stock on the valuation date of $2.12 per share; a market interest rate of 11.8%; a risk-free rate of 3.81%; equity volatility of 128.0%; and the Payment Premium of 4%. Upon issuance, the Company recognized a loss of $192,000 representing the difference between issuance date fair value and the proceeds received net of the original issue discount, which is included in loss on debt issuance on the accompanying condensed consolidated statement of operations.

The Company estimated the fair value of the September 2025 Yorkville Note at September 30, 2025 using a Monte Carlo simulation, using the following key inputs: outstanding principal on the September 2025 Yorkville Note of approximately $2,000,000; remaining term of .46 years; the fair value of the Company’s Class A common stock on the valuation date of $2.94 per share; a market interest rate of 11.5%; a risk-free rate of 3.86%; equity volatility of 123.0%; and the Payment Premium of 4%.

The Company estimated the fair value of the January 2025 Yorkville Note at March 31, 2025 using a Monte Carlo simulation, using the following key inputs: outstanding principal on the Yorkville Note of approximately $1,695,000; remaining term of .33 years; the fair value of the Company’s Class A common stock on the valuation date of $11.20 per share; a market interest rate of 11.3%; a risk-free rate of 4.29%; equity volatility of 171.0%; and the Payment Premium of 4%. As of September 30, 2025, the note was fully repaid.

During the three months and nine months ended September 30, 2025, the Company recognized a loss of approximately $11,000 and $249,000, respectively, on the change in fair value of the September 2025 Yorkville Note and January 2025 Yorkville Note.

During the three and nine months ended September 30, 2024, the Company recorded a loss of $115,000 and $693,000, respectively, related to the change in fair value of the Yorkville Promissory Notes liability, respectively. As of September 30, 2024, the full outstanding balances of the notes issued to Yorkville have been converted into the Company's Class A Common stock and repaid.

Convertible notes - related party

Term and Convertible Notes - related party (CP BF)

During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind (“PIK”) cumulatively at 1.5% per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (“Loan Maturity Date”). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5% per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price of $1,336.40 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.

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.

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 three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2024, interest expense on the Term Note totaled $264,235 and $851,175, respectively, comprised of $238,843 and $772,550, respectively, of contractual interest and $25,392 and $78,625, respectively, for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2024, interest expense on the Convertible Notes totaled $112,571 and $350,430, respectively, comprised of $104,314 and $325,818, respectively, of contractual interest and $8,257 and $24,612, respectively, 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.

Convertible notes - related party (CP BF restructuring)

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, 7,000 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 $38.90. 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 7 - Fair Value Measurements). As of September 30, 2025, the fair value of the bifurcated derivatives was $9,000. The Company recorded a loss related to the change in fair value of the bifurcated derivatives of $54,000 for the nine months ended September 30, 2025.

In October 2024, CP BF exercised its optional conversion option in which it received 5,560 Class A Common Stock at the fixed conversion price per share of $38.90 in satisfaction of $216,284 of the Company's 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 26,085 shares of Class A Common Stock, CP BF Warrants to purchase up to 56,555 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 30,470 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 $38.90 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 231,114 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.

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 upon the sale of the Company's capital stock equal to 20% of the cash proceeds in excess of $3,000,000. For the nine months ended September 30, 2025, the Company paid a total of $2,840,677 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 three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2025, interest expense on the 2024 CP BF Convertible Note totaled $299,719 and $958,406, respectively, consisting of $300,669 and $955,715, respectively, of contractual interest offset by $950 and $2,690, respectively, of amortization of the debt premium.

The following table presents the 2024 CP BF Convertible Note as of September 30, 2025:


Face value of the CP BF convertible notes	$	8,758,775
Debt premium, net		8,375
Carrying value of the CP BF convertible notes		8,767,150
Accrued interest		1,320,508
Prepayments made		(3,123,992	)
Conversions		(216,284	)
Total CP BF convertible notes and accrued interest	$	6,747,383

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

Notes payable, carried at fair value

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.

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 balances 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.

Upon the modification on March 31, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing December Agile Note due to the terms of the March Agile Note being substantially different from the terms of the December Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $1,769,895.

On June 12, 2025, the Company issued a subordinated secured promissory note (the “June 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 December 15, 2025 under the June Note. The June 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 June Note commencing on and including the effective date pursuant to the June Note Agreement's weekly repayment and amortization schedule.

The July Agile Note, the September Agile Note, the December Agile Note, the March Agile Note, and the June 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 $817,721 and $1,499,649 for the three and nine months ending September 30, 2025, respectively and is included in the fair value of the notes.

The following presents the Agile Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024		3,143,000
Issuance of Agile term notes		4,000,000
Loss on restructuring		1,769,895
Repayments in cash		(3,540,800	)
Change in fair value		165,905
Balance at March 31, 2025		5,538,000
Issuance of Agile term notes		262,500
Loss on issuance		110,500
Repayments in cash		(1,929,885	)
Change in fair value		149,885
Balance at June 30, 2025		4,131,000
Repayments in cash		(1,724,250	)
Change in fair value		75,250
Balance at September 30, 2025	$	2,482,000

Outstanding principal balance as of September 30, 2025	$	2,108,014
Accrued interest as of September 30, 2025	$	1,499,649

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 July 23, 2025, the Company exercised its conversion option under the September 1800 Diagonal Note. On the conversion date, the September 1800 Diagonal Note had a fair value of $17,000 and converted into 7,034 shares of the Company's Class A Common Stock.

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. On July 22, 2025, the Company exercised its conversion option under the December 1800 Diagonal Note. On the conversion date, the December 1800 Diagonal Note had a fair value of $58,000 and converted into 19,986 shares of the Company's Class A Common Stock.

On February 7, 2025, the Company issued a fourth promissory note (the “February 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 December 15, 2025. The stated interest rate on the February Note is 12% per annum, and interest shall accrue on the February Note commencing on and including the issuance date pursuant to the February Note Agreement's repayment and amortization schedule. On August 11, 2025, the Company exercised its conversion option under the February 1800 Diagonal Note. On the conversion date, the February 1800 Diagonal Note had a fair value of $80,700 and converted into 32,780 shares of the Company's Class A Common Stock.

On April 17, 2025, the Company issued a fifth promissory note (the “April 1800 Diagonal Note”) for an aggregate principal amount of $230,000 and received $192,000 of proceeds, net of an original discount of $30,000 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of February 15, 2026. The stated interest rate on the April Note is 12% per annum, and interest shall accrue on the April Note commencing on and including the issuance date pursuant to the April Note Agreement's repayment and amortization schedule.

On May 9, 2025, the Company issued a sixth promissory note (the “May 1800 Diagonal Note”) for an aggregate principal amount of $163,300 and received $135,000 of proceeds, net of an original discount of $21,300 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of February 15, 2026. The stated interest rate on the May Note is 12% per annum, and interest shall accrue on the May Note commencing on and including the issuance date pursuant to the May Note Agreement's repayment and amortization schedule.

On July 23, 2025, the Company issued a seventh promissory note (the “July 1800 Diagonal Note”) for an aggregate principal amount of $295,500 and received $250,000 of proceeds, net of an original discount of $38,500 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of May 30, 2026. The stated interest rate on the May Note is 12% per annum, and interest shall accrue on the July Note commencing on and including the issuance date pursuant to the July Note Agreement's repayment and amortization schedule.

On September 12, 2025, the Company issued an eighth promissory note (the “September 1800 Diagonal Note”) for an aggregate principal amount of $151,800 and received $125,000 of proceeds, net of an original discount of $19,800 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of June 15, 2026. The stated interest rate on the September Note is 14% 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.

The April 1800 Diagonal Note, the May 1800 Diagonal Note, the July 1800 Diagonal Note, and the September 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 Diagonal 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 $54,835 and $71,505 for the three and nine months ending September 30, 2025 and is included in the fair value of the notes.

The following table presents the 1800 Diagonal Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024	$	432,000
Issuance of 1800 Diagonal convertible notes		124,200
Loss on debt issuance		21,800
Repayments in cash		(145,286	)
Change in fair value		(21,714	)
Balance at March 31, 2025		411,000
Issuance of 1800 Diagonal convertible notes		393,300
Loss on debt issuance		58,700
Repayments in cash		(316,719	)
Change in fair value		(16,281	)
Balance at June 30, 2025		530,000
Issuance of 1800 Diagonal convertible notes		447,350
Loss on debt issuance		65,650
Repayments in cash		(65,589	)
Change in fair value		4,190
Conversions		(156,600	)
Balance at September 30, 2025	$	825,000

Outstanding principal balance as of September 30, 2025	$	732,684
Accrued interest as of September 30, 2025	$	71,505

Private Placement Offering (3i, LP)

On June 27, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, 3i, LP (the “Buyer”) for the issuance and sale in a private placement (the “Private Placement Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “Private Placement Convertible Notes”) which Notes shall be convertible into shares of the Company's Class A Common Stock, par value $0.0001 (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 21,212 shares of Common Stock (the “Financial Advisor Warrants”, together with the Buyer Warrants, the “Private Placement Warrants”). The Private Placement Offering closed on June 30, 2025 (the “Closing Date”). Refer to Note 16 - Equity, for further description of the Warrants issued in the Private Placement Offering.

On June 30, 2025, the parties conducted the initial closing pursuant to the terms of the Purchase Agreement. The Company issued an initial Note (the "June 3i Note") in the aggregate original principal amount of $2,200,000 against the aggregate maximum under the Purchase Agreement with an initial conversion price of $2.50 per share and a warrant to initially acquire up to 67,124 shares of Common Stock (the “Buyer Warrants”) (as exercised, collectively, the “Warrant Shares”) at an exercise price of $2.50 per share. The Company received proceeds of $1,725,000, net of original issue discount and issuance fees and costs. The Company intends to use the net proceeds received from the Offering for general corporate purposes and working capital.

The Notes were issued with an original issue discount of 10.0% and accrue interest at a rate of 10.0% per annum. The Notes mature twelve (12) months from the date of issuance, June 30, 2026 (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the Note is subject to a floor price of $0.11.

On August 19, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “Second Closing”). The Company issued an additional note (the "August 3i Note") in the original principal amount of $2,200,000, with an initial conversion price equal to $2.50 per share and issuance date of August 19, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the “Notes”), and Additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the “Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the Second Closing. The Additional Note matures on August 19, 2026. Other than the maturity date of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. The initial net proceeds to the Company from the August 2025 Note were approximately $1.762 million, after the original

issuance discount and deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for general corporate purposes and working capital.

The August 2025 Note was issued with an original issue discount of 10.0% (the “OID”), as was the Note issued on the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The August 2025 Note matures 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99% (or up to 9.99% at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the Additional Note is subject to a floor price of $1.10.

In addition, if an Event of Default (as defined in the Notes) has occurred under the Notes, the Buyer may elect convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”). Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day (an “Event of Default Notice”). At any time after the earlier of (a) the Buyer’s receipt of an Event of Default Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the Notes at a 15% premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first Trading Day of the calendar month immediately following (each an “Installment Date”) until the Maturity Date, the Company shall repay the Buyer approximately $183,333 towards the principal balance of the Notes and any accrued and unpaid interest in cash or, provided certain conditions are satisfied, shares of Common Stock, at the Company’s option (collectively, the “Installment Amount”). In connection with a “Change of Control”, the Buyer shall have the right to require the Company to redeem part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is outlined in their entirety within the Notes.

The Private Placement Convertible 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 Private Placement Convertible Notes, the Company elected to account for the Private Placement Convertible 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 Private Placement Convertible Notes totaled approximately $1,193,231 for the three and nine months ending September 30, 2025 and is included in the fair value of the notes.

The following table presents the Private Placement Convertible Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024	$	—
Balance at March 31, 2025		-
Issuance of Private Placement Convertible Notes		2,200,000
Loss on debt issuance		476,000
Balance at June 30, 2025		2,676,000
Issuance of Private Placement Convertible Notes		2,000,000
Loss on debt issuance		1,083,000
Repayments in cash	$	(1,291,516	)
Change in fair value	$	(514,338	)
Conversions	$	(1,649,146	)
Balance at September 30, 2025	$	2,304,000

Outstanding principal balance as of September 30, 2025	$	2,750,853
Accrued interest as of September 30, 2025	$	1,193,231

- 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 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
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-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
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-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-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
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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
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: 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 14: 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 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-Section 50
-Paragraph 1B
-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1E
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue - Additional Information (Details)	9 Months Ended
Revenue - Additional Information (Details)	Sep. 30, 2025 USD ($) Customer	Sep. 30, 2024 USD ($)	Jun. 30, 2025 USD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Payment term	30 days
Number of customers, which is also vendor \| Customer	1
Services revenue from vendor customer	$ 93,493	$ 104,452
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	$ 466,951	193,995
Capitalized commissions	$ 52,695	$ 37,118	$ 52,616	$ 38,546	$ 31,504	$ 39,144	$ 38,462	$ 51,472
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.
Vidello [Member]
Disaggregation of Revenue [Line Items]
Performance obligations, timing	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, annually or indefinite with the majority paid via credit card processing.

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] - USD ($)	3 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025
Fair Value Measurements (Details) [Line Items]
Balance at December 31, 2024	$ 4,600	$ 4,600	$ 2,300
Change in fair value	(3,933)	0	2,300
Balance at June 30, 2025	$ 667	$ 4,600	$ 4,600

Debt - Summary of Convertible Notes (Details) - 2024 CP BF Convertible Note [Member] - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Face value of the convertible notes	$ 8,758,775	$ 8,758,775
Debt premium, net	8,375	11,066
Carrying value of the CP BF convertible notes	8,767,150	8,769,841
Accrued interest	1,320,508	369,459
Prepayments made	(3,123,992)	(283,315)
Conversions	(216,284)	(216,284)
Total convertible notes and accrued interest	$ 6,747,383	$ 8,639,701

- Definition

Fair value portion of borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

+ Details

- Definition

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

+ References

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

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Maturities of lease liabilities:
Remainder of 2025	$ 7,259
2026	29,466
2027	25,167
2028	0
2029 and thereafter	0
Total undiscounted cash flows	61,892
Less discounting	(5,927)
Present value of lease liabilities	$ 55,965	$ 72,705

Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. Fair Value Measurements

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the periods ended September 30, 2025 and the year ended December 31, 2024. 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 asset, GEM warrant liabilities, Yorkville convertible note, Agile term notes, 1800 Diagonal convertible notes, Private Placement Convertible Notes, Private Placement Warrants and Goodwill and Definite-lived intangible assets recognized as part of acquisitions, represent Level 3 measurements.


Description	Level	September 30, 2025	December 31, 2024
Assets:
Bifurcated embedded derivative asset - related party	3	$9,000	$63,000
Definite-lived intangibles*	3	$3,903,320	$3,903,320
Definite-lived intangibles**	3	$8,332,096	$3,883,853
Goodwill - Vidello (Note 4)*	3	$3,019,246	$—
Goodwill**	3	$21,991,721	$18,972,475
Liabilities:
Warrant liabilities - public	1	$667	$2,300
GEM warrant liabilities	3	$2,000	$15,000
Earnout liability (Note 4)	3	$962,693	$—
Yorkville convertible note	3	$2,003,000	$—
Agile term notes	3	$2,482,000	$3,143,000
1800 Diagonal convertible notes	3	$825,000	$432,000
Private Placement Convertible Notes	3	$2,304,000	$—
Private Placement Warrants	3	$901,000	$—

* Certain assets measured at the acquisition date.

** Measured at period-end.

Warrant Liability - Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 23,000 shares of Common A Common Stock, which were outstanding as of September 30, 2025 and December 31, 2024. The fair values of the Public Warrants are measured based on the listed market price of such warrants through September 30, 2025. See Note 14 - Warrant Liabilities for further details.

For the nine months ended, September 30, 2025, the Company recognized a gain of approximately $1,633 resulting from changes in the fair value of the derivative warrant liabilities, presented as change in fair value of warrant liabilities - related party in the accompanying condensed consolidated statements of operations.


	Fair Value
Balance at December 31, 2024	$	2,300
Change in fair value		2,300
Balance at March 31, 2025		4,600
Change in fair value		-
Balance at June 30, 2025		4,600
Change in fair value		(3,933	)
Balance at September 30, 2025	$	667

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 14 - Warrant Liabilities for further details.

For the nine months ended, September 30, 2025, the Company recognized a gain of approximately $13,000, 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, 2024	$	15,000
Change in fair value		(4,000	)
Balance at March 31, 2025		11,000
Change in fair value		(8,000	)
Balance at June 30, 2025		3,000
Change in fair value		(1,000	)
Balance at September 30, 2025	$	2,000

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 13 - Debt for further details.

For the nine months ended, September 30, 2025, the Company recognized a loss of approximately $249,000 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, 2024	$	-
Issuance of Yorkville convertible note		4,950,000
Loss on debt issuance		444,000
Repayment in cash of Yorkville convertible notes		(3,640,000	)
Change in fair value		249,000
Balance at September 30, 2025	$	2,003,000

Bifurcated Embedded Derivative Assets

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 $9,000 as of September 30, 2025. Refer to Note 13 - Debt for further details.


	Fair Value
	CP BF Convertible
Balance at December 31, 2024	$	63,000
Change in fair value		(43,000	)
Balance at March 31, 2025		20,000
Change in fair value		(19,000	)
Balance at June 30, 2025		1,000
Change in fair value		8,000
Balance at September 30, 2025	$	9,000

Term Notes (Agile)

On July 22, 2024, September 13, 2024, December 12, 2024, March 31, 2025 and June 12, 2025, 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 13 - Debt of the notes to the condensed consolidated financial statements.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025. 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 September 30, 2025 and December 31, 2024, respectively. 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 issued in 2025 and for the period ended September 30, 2025 were as follows:


	March 2025 Agile Note						June 2025 Agile Note
Key Inputs	September 30, 2025			March 31, 2025			September 30, 2025			June 12, 2025
Contractual term (years)		0.12			0.62			0.21			0.52
Interest rate		13.80	%		13.12	%		13.79	%		15.95	%

Refer to Note 13 - Debt, for a summary of the changes in the fair value of the Agile term notes which are Level 3 financial liabilities measured at fair value on a recurring basis.

Convertible Notes (1800 Diagonal)

On August 16, 2024, September 24, 2024, December 10, 2024, February 7, 2025, April 17, 2025, May 9, 2025, July 23, 2025 and September 12, 2025 the Company entered into convertible promissory notes with 1800 Diagonal Lending, LLC, as discussed further in Note 13 - Debt of the notes to the condensed consolidated financial statements.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025. The Company classified these notes as Level 3 financial liabilities and used the Black-Scholes option pricing model to calculate the fair values as of September 12, 2025, July 23, 2025, May 9, 2025, and April 17, 2025. 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 issued in 2025 and for the period ended September 30, 2025, were as follows:


	April 1800 Diagonal Note		May 1800 Diagonal Note		July 1800 Diagonal Note		September 1800 Diagonal Note
Key Inputs	September 30, 2025	April 17, 2025	September 30, 2025	May 9, 2025	September 30, 2025	July 23, 2025	September 30, 2025	September 12, 2025
Stock price	$2.94	$10.56	$2.94	$9.98	$2.94	$4.10	$2.94	$2.37
Contractual term (years)	0.38	0.84	0.38	0.78	0.67	0.86	0.72	0.77
Risk-free rate	4.02%	4.16%	4.02%	4.21%	3.90%	4.23%	3.89%	3.87%
Volatility(1)	142%	160%	142%	143%	134%	121%	131%	122%
Maturity probability	90%	80%	90%	80%	85%	80%	90%	85%
Default probability	10%	20%	10%	20%	15%	20%	10%	15%
Dividend yield	0.00%	0.00%	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 13 - Debt, for further description and a summary of the changes in the fair value of the 1800 Diagonal convertible notes which are Level 3 financial liabilities measured at fair value on a recurring basis.

Private Placement Offering (3i, LP)

On June 27, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, 3i, LP (the “Buyer”) for the issuance and sale in a private placement (the “Private Placement Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “Private Placement Convertible Notes”) which Notes shall be convertible into shares of common stock, par value $0.0001, of the Company (the “Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. The Company issued an initial Note (the "June 3i Note") in the aggregate original principal amount of $2,200,000 against the aggregate maximum under the Purchase Agreement with an initial conversion price of $2.50 per share and a warrant to initially acquire up to 67,124 shares of Common Stock (the “Buyer Warrants”) (as exercised, collectively, the “Warrant Shares”) at an exercise price of $2.50 per share. In connection with the Private Placement Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 21,212 shares of Common Stock (the “Financial Advisor Warrants”, together with the Buyer Warrants, the “Private Placement Warrants”).

The Company determined that the Private Placement Convertible Note is eligible for the fair value option election in accordance with ASC 825-10-50-28, and made such election to account for the Private Placement Convertible Note at fair value. The Company estimated the fair value of the Private Placement Convertible Note at issuance using a Monte Carlo simulation, using the following key inputs: principal on the Private Placement Convertible Note of $2,200,000; remaining term of 1.0 years; a market interest rate of 10%; a risk-free rate of 3.88%; equity volatility of 180.0%; and probability of default of 28.7%.

On August 19, 2025, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “Second Closing”). The Company issued an additional note (the "August 2025 Note") in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891 per share and issuance date of August 19, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the “Notes”), and Additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the “Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the Second Closing. The Additional Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date.

The Company determined that the August 2025 Note eligible for the fair value option election in accordance with ASC 825-10-50-28, and made such election to account for the August 2025 Note at fair value. The Company estimated the fair value of the Private Placement Convertible Note at issuance using a Monte Carlo simulation, using the following key inputs: principal on the Private Placement Convertible Note of $2,200,000; remaining term of 1.0 years; a market interest rate of 10%; a risk-free rate of 3.8%; equity volatility of 180.5%; and probability of default of 13.1%.

Refer to Note 13 - Debt, for a summary of the changes in the fair value of the Private Placement Convertible Notes which are Level 3 financial liabilities measured at fair value on a recurring basis, and to Note 14 - Warrant Liabilities for a description of the warrants issued in connection with the Private Placement Offering, respectively.

Warrant Liability - Private Placement Warrants

The measurement of fair value of the Private Placement 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 14 - Warrant Liabilities for further details.

For the three and nine months ended, September 30, 2025, the Company recognized losses on issuance of $356,000 and $717,000, presented within loss on private placement issuance in the accompanying condensed consolidated statements of operations.


Key Inputs	September 30, 2025

Stock price	$	2.94
Contractual term (years)	2.75 - 4.89
Risk-free rate	0% - 3.7%
Volatility(1)	98% - 128%
Exercise Price	$2.50-$3.13
Dividend yield		0.00	%


	Fair Value
Balance at December 31, 2024	$	-
Balance at March 31, 2025	$	-
Loss on issuance		361,000
Balance at June 30, 2025	$	361,000
Loss on issuance		356,000
Change in fair value		184,000
Balance at September 30, 2025	$	901,000

- 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/disclosureRef
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+ Details

Derivative Warrant Liabilities

9 Months Ended

Sep. 30, 2025

Derivative Warrant Liabilities [Line Items]

Warrant Liabilities

14. Warrant Liabilities

Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 23,000 shares of Common Stock of the Company, and which remained outstanding as of September 30, 2025. The Public Warrants have an exercise price of $5,750 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 September 30, 2025.

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $9,000

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

•

in whole and not in part;

•

at a price of $5.00 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 $9,000 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 $9,000 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 $5,750 (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 13 - 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 1,657 shares at an exercise price of $3,245 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, 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 $18.30. 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 September 30, 2025 and December 31, 2024, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, were $2,000 and $15,000, 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.

Private Placement Offering Warrants

In association with the Private Placement Convertible Notes, see Note 13 - Debt for further details, at Closing, the Company issued Private Placement Warrants. Holders of the Private Placement Warrants may exercise the Private Placement Warrants at any time and from time to time until the three years from the date of issuance for the June issuance and five years from the date of issuance for the August issuance. The terms of the Private Placement Warrants provide that the exercise price of the Private Placement Warrants, and the number of shares of Class A Common Stock for which the Private Placement Warrants may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations, and reclassifications. Additionally, the Private Placement Warrants contain anti-dilution and change in option price or rate of conversion price ("Variable Price") 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 after the Private Placement Offering, at a price per share that varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, then the Holders of Private Placement Warrants have the right, but not the obligation, at their sole discretion, to elect to substitute the Variable Price for the Exercise Price upon exercise of the Private Placement Warrants.

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, cash in an amount equal to the Black Scholes Value ("Black Scholes Value") in connection with a Change of Control, 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 at issuance on June 30, 2025 and August 19, 2025, 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, and term of three to five years). As of September 30, 2025, the fair value of the Private Placement Warrants, as determined by the Monte Carlo simulation option pricing model, was $901,000.

The following table sets forth a summary of the inputs to the Monte Carlo Simulation for the Private Placement Warrant liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:


Key Inputs	September 30, 2025

Stock price	$	2.94
Contractual term (years)	2.75 - 4.89
Risk-free rate	0% - 3.7%
Volatility(1)	98% - 128%
Exercise Price	$2.50-$3.13
Dividend yield		0.00	%

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Components of Lease Expense

The components of lease expense for the three months ended September 30, 2025 and 2024 , are as follows:


	For the Three Months Ended September 30,
Components of lease expense:	2025		2024
Operating lease cost	$	7,333	$	44,999
Sublease income		-		(12,000	)
Total lease (income) cost	$	7,333	$	32,999

The components of lease expense for the nine months ended September 30, 2025 and 2024, are as follows:


	For the Nine Months Ended September 30,
Components of lease expense:	2025		2024
Operating lease cost	$	21,997	$	138,383
Sublease income		—		(117,084	)
Total lease (income) cost	$	21,997	$	21,299

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases are as follows:


	For the Nine Months Ended September 30,
Supplemental cash flow information:	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	17,391		$	131,627
Change in lease liabilities (operating cash flow)		(16,740	)		(231,691	)

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:


Operating leases:	September 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	55,174	$	72,565
Operating lease liability, current		25,046		22,731
Operating lease liability, non-current		30,919		49,974
Total operating lease liabilities	$	55,965	$	72,705


Weighted-average remaining lease term:	September 30, 2025		December 31, 2024
Operating leases (in years)		2.08		2.83


Weighted-average discount rate:	September 30, 2025			December 31, 2024
Operating leases		9.40	%		9.40	%

Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease

Future minimum lease payments under non-cancellable lease as of September 30, 2025, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2025	$	7,259
2026		29,466
2027		25,167
2028		—
2029 and thereafter		—
Total undiscounted cash flows		61,892
Less discounting		(5,927	)
Present value of lease liabilities	$	55,965

Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

17. 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 1,144. 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 1,144. As of September 30, 2025 and December 31, 2024, 26,039 and 1,156 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 approximately 7,152. 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. As of September 30, 2025 and December 31, 2024, 425,699 and 232 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:


	September 30, 2025	September 30, 2024
Stock price	$14-5,990	$146 - 305
Exercise price	$15-5,990	$146 - 2,500
Expected volatility	110.95%	61.00 - 62.12%
Expected term (in years)	10	5.61 - 6.08
Risk-free interest rate	4.45%	4.20 - 4.45%

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, 2024		2,566		$	1,618.30		8.52	$	—
Granted		10,086			210.45		9.12		—
Expired		(17	)		176.44		—		—
Forfeited		(43	)		292.63		—		—
Outstanding at September 30, 2025		12,592		$	347.85		8.89		—
Exercisable at September 30, 2025		1,312		$	1,668.77		6.82	$	—

In connection with issuances under the Plan, the Company recorded stock-based compensation expense related to stock options of $79,488 and $182,496, which is included in general and administrative expense for the nine months ended September 30, 2025 and 2024, respectively. The weighted-average grant-date fair value per option granted during the nine months ended September 30, 2025 and 2024 was $12 and $85, respectively. As of September 30, 2025 and 2024, $261,467 and $591,887 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 9.13 and 3.55 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 (a) four years - 25% of the RSUs will vest on each anniversary, or (b) one year - 25% will vest quarterly, or (c) one year – 100% will vest on the first 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 nine months ended September 30, 2025 is presented below:


	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024		34,078		$	17.40
Granted		520,529			7.03
Exercised		(125,427	)		11.91
Forfeited		(14,751	)		8.49
Outstanding at September 30, 2025		414,429		$	7.45

For the nine months ended September 30, 2025 and September 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $1,677,611 and $313,841, respectively, which is included in general and administrative expense. As of September 30, 2025 and 2024, unrecognized compensation cost related to the grant of RSUs was $2,342,212 and $158,032, respectively. Unvested outstanding RSUs as of September 30, 2025 and 2024 had a weighted average remaining vesting period of 2.25 and 1.2 years, respectively.

Fair Value Measurements - Summary of Changes in the Fair Value of the Yorkville Convertible Note (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Fair Value Measurements (Details) [Line Items]
Loss on debt issuance	$ 192,000	$ 0	$ 444,000	$ 171,000
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Balance at September 30, 2025	2,003,000		2,003,000
Fair Value, Inputs, Level 3 [Member] \| Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Issuance of Yorkville convertible note			4,950,000
Loss on debt issuance			444,000
Repayment in cash of Yorkville convertible notes			(3,640,000)
Change in fair value			249,000
Balance at September 30, 2025	$ 2,003,000		$ 2,003,000

Summary of Significant Accounting Policies - Acquired Intangible Assets (Details)	9 Months Ended
	Sep. 30, 2025 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 9,201,808
Less: Accumulated amortization	(869,712)
Total	8,332,096
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,139,710
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,637,088
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 6,425,010
Minimum [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	6 years
Minimum [Member] \| Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	10 years
Minimum [Member] \| Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	6 years
Maximum [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	7 years
Maximum [Member] \| Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Maximum [Member] \| Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	8 years

Warrant Liabilities - Additional Information (Details 1) - USD ($)	Apr. 30, 2025	Sep. 30, 2025	Jun. 27, 2025	Dec. 31, 2024
Warrant Liabilities [Line Items]
Common stock par value		$ 0.0001		$ 0.0001
Fair value of warrants		$ 2,000		$ 15,000
Private Placement Warrants [Member]
Warrant Liabilities [Line Items]
Fair value of warrants		$ 901,000
Purchase Agreement [Member] \| 3i, LP [Member] \| Private Placement Notes [Member]
Warrant Liabilities [Line Items]
Aggregate principal amount			$ 11,000,000
Common stock par value			$ 0.0001
Letter Agreement [Member] \| Rodman & Renshaw LLC [Member] \| Financial Advisor Warrants [Member] \| Maximum [Member]
Warrant Liabilities [Line Items]
Warrants issued	21,212

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2024 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 15, 2025. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Intangible 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. Intangible assets subject to amortization consist of the following:


	Estimated Useful Life (years):	September 30, 2025
Customer relationships	6 - 7	$	1,139,710
Trade name	10 - 15		1,637,088
Technology	6 - 8		6,425,010
			9,201,808
Less: Accumulated amortization			(869,712	)
Intangible assets, net		$	8,332,096

Total amortization expense related to intangible assets was $838,364 for the nine months ended September 30, 2025. Expected amortization expense is as follows:


Remainder of Year Ending December 31, 2025	$	401,171
Year Ending December 31, 2026		1,214,920
Year Ending December 31, 2027		1,214,920
Year Ending December 31, 2028		1,214,920
Year Ending December 31, 2029		1,214,920
Thereafter		3,161,948
Total	$	8,422,799

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 September 30, 2025.

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.

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 Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(5,887,591	)	$	(15,413,927	)	$	(17,460,094	)	$	(23,659,387	)

Denominator:
Weighted average shares—basic and diluted		3,591,228			316,289			2,256,990			286,166
Net loss per share attributable to common shareholders—basic and diluted	$	(1.64	)	$	(48.73	)	$	(7.74	)	$	(82.68	)

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


	As of September 30,
	2025		2024
Options		12,592		2,695
RSUs		414,429		1,650
Public warrant shares		23,000		23,000
GEM warrant shares		1,657		1,657
Common warrant shares		686,107		452,761
Placement agent warrant shares		71,827		10,490
Pre-funded warrants				253,010
Total		1,209,613		745,263

Derivative Financial Instruments

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 7 - Fair Value Measurements and Note 13 - Debt for further detail.

Bridge Notes and Private Placement Convertible Notes - Fair Value Option Election

The Company determined the Agile Notes and 1800 Diagonal Notes (The "Bridge Notes") and the Private Placement Convertible Notes (as defined in Note 13) 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 and Private Placement Convertible 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 and Private Placement Convertible 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 and Private Placement Convertible 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 and Private Placement Convertible 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 and Private Placement Convertible 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 and Private Placement Convertible Notes includes accrued interest, whether paid-in-kind or cash.

Fair Value of Financial Instruments

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

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

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

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

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three and nine months ended September 30, 2025 and 2024. 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 September 30, 2025 and December 31, 2024.

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.

In July 2025, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for periods beginning after December 15, 2025 and will be adopted prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on our 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 19 for further information.

- Definition

Disclosure of accounting policy for its derivative instruments and hedging activities.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479693/815-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8C

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-7

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-4F

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/815/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(n))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Segment Reporting - Summary of Company's Percentage of Revenue Generated by Saas Product (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenue from External Customer [Line Items]
Percentage of Revenue	100.00%	100.00%	100.00%	100.00%
Reach [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	2.90%	8.10%	2.50%	4.10%
Demio [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	35.50%	91.90%	33.00%	95.50%
OpenReel [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	47.60%	0.00%	44.70%	0.00%
Vidello [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	14.00%	0.00%	19.80%	0.00%
Other [Member]
Revenue from External Customer [Line Items]
Percentage of Revenue	0.00%	0.00%	0.00%	0.40%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Warrant Liabilities

9 Months Ended

Sep. 30, 2025

Warrant Liabilities [Abstract]

Warrant Liabilities

14. Warrant Liabilities

Public Warrants

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $9,000

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

•

in whole and not in part;

•

at a price of $5.00 per Warrant;

•

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

•

GEM Financing Arrangement

Private Placement Offering Warrants


Key Inputs	September 30, 2025

Stock price	$	2.94
Contractual term (years)	2.75 - 4.89
Risk-free rate	0% - 3.7%
Volatility(1)	98% - 128%
Exercise Price	$2.50-$3.13
Dividend yield		0.00	%

- Definition

+ References

+ Details

Acquisition of Vidello - Summary of Preliminary Fair Value of the Consideration Transferred (Details) - Vidello [Member]	Jan. 31, 2025 USD ($)
Business Acquisition [Line Items]
Cash paid at closing	$ 2,745,031
Fair value of Holdback Amount	1,861,039
Total consideration paid	6,267,747
Common Stock [Member]
Business Acquisition [Line Items]
Total consideration paid	$ 1,661,677

- 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

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Intangible Assets


	Estimated Useful Life (years):	September 30, 2025
Customer relationships	6 - 7	$	1,139,710
Trade name	10 - 15		1,637,088
Technology	6 - 8		6,425,010
			9,201,808
Less: Accumulated amortization			(869,712	)
Intangible assets, net		$	8,332,096

Total amortization expense related to intangible assets was $838,364 for the nine months ended September 30, 2025. Expected amortization expense is as follows:


Remainder of Year Ending December 31, 2025	$	401,171
Year Ending December 31, 2026		1,214,920
Year Ending December 31, 2027		1,214,920
Year Ending December 31, 2028		1,214,920
Year Ending December 31, 2029		1,214,920
Thereafter		3,161,948
Total	$	8,422,799

Warrant Liabilities

Warrant Liability - related party

Warrant Liability

Loss Per Share

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


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(5,887,591	)	$	(15,413,927	)	$	(17,460,094	)	$	(23,659,387	)

Denominator:
Weighted average shares—basic and diluted		3,591,228			316,289			2,256,990			286,166
Net loss per share attributable to common shareholders—basic and diluted	$	(1.64	)	$	(48.73	)	$	(7.74	)	$	(82.68	)

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


	As of September 30,
	2025		2024
Options		12,592		2,695
RSUs		414,429		1,650
Public warrant shares		23,000		23,000
GEM warrant shares		1,657		1,657
Common warrant shares		686,107		452,761
Placement agent warrant shares		71,827		10,490
Pre-funded warrants				253,010
Total		1,209,613		745,263

Derivative Financial Instruments

Bridge Notes and Private Placement Convertible Notes - Fair Value Option Election

Fair Value of Financial Instruments

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

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

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

Recently adopted accounting pronouncements

Related Party Transactions - Additional Information (Details)						9 Months Ended
	Sep. 12, 2024 USD ($)	Sep. 05, 2024	Sep. 05, 2024 ConvertibleNote	Sep. 05, 2024 NewConsolidatedConvertibleNote	Sep. 05, 2024 TermNote	Sep. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares	Sep. 23, 2024 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transactions (Details) [Line Items]
Common stock par value \| $ / shares							$ 0.0001	$ 0.0001
Outstanding balance for advances							$ 141,860	$ 173,163
Number of equity instruments			2	1	1
Debt instrument issuance date		Sep. 23, 2024
Proceeds from related party advance						$ 100,000
CEO [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from related party advance	$ 100,000
7GC Co Holdings INC [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Outstanding balance for advances										$ 67,118
Share Purchase Agreement [Member]
Related Party Transactions (Details) [Line Items]
Reduction of debt									$ 2,000,000

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid software costs	$ 194,565	$ 59,855
Service trade	145,548	239,041
Employee receivable	112,583	800
Prepaid insurance costs	68,509	130,345
Prepaid commissions	52,695	31,504
Prepaid consulting costs		76,767
Prepaid advertising and marketing costs		29,133
Prepaid merchant fees		26,690
Prepaid data license and subscription costs		3,125
Other current assets	31,953	46,414
Total prepaid expenses and other current assets	$ 605,853	$ 643,674

Fair Value Measurements - Summary of Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	$ 21,991,721	$ 18,972,475
Liabilities:
Earnout liability	962,693	14,850
Bifurcated embedded derivative liabilities	9,000
Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Bifurcated embedded derivative asset - related party	9,000	63,000
Vidello [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	3,019,246
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities - public	667	2,300
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Definite lived intangibles at acquisition date	3,903,320	3,903,320
Definite lived intangibles Measured at impairment testing	8,332,096	3,883,853
Goodwill	21,991,721	18,972,475
Liabilities:
GEM warrant liabilities	2,000	15,000
Earnout liability	962,693
Yorkville convertible note	2,003,000
Agile term notes	2,482,000	3,143,000
1800 Diagonal convertible notes	825,000	432,000
Private Placement Convertible Notes	2,304,000
Private Placement Warrants	901,000
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Bifurcated embedded derivative asset - related party	$ 9,000	$ 63,000

Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Equity

16. 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.

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 5,205,098 shares (4,973,984 Class A Common Stock and 231,114 Class B Common Stock) issued and outstanding at September 30, 2025 and 819,516 shares (588,402 Class A Common Stock and 231,114 Class B Common Stock) issued and outstanding at December 31, 2024.

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 September 30, 2025 and December 31, 2024, one and one shares of preferred stock were outstanding, respectively.

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.

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 1,420 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 or Yorkville Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Promissory Notes at a purchase price equal to the lower of (i) $5,000 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 $1,000 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 $1,000 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.

During the three and nine months ended September 30, 2025, the Company issued Advance Notices to Yorkville pursuant to the SEPA requesting the purchase of shares of the Company’s Class A common stock. The Company elected to issue Advance Notices subject to both the Option 1 Pricing Period (the “Option 1 Advances”) and the Option 2 Pricing Period (the “Option 2 Advances”).

During the nine months ended September 30, 2025 the Company requested the purchase of a total of 1,266,001 shares of the Company’s Class A common stock in connection with the Option 1 Advances, which Yorkville purchased for a total purchase price of approximately $6,814,734. The Company recognized a loss of approximately $340,850 on the sales, which represents the difference between the fair value of the shares issued and the proceeds received from the sales.

During the nine months ended September 30, 2025 the Company requested the purchase of a total of 1,179,000 shares of the Company’s Class A common stock in connection the Option 2 Advances. The issuance of the Advance Notices subject to the Option 2 Pricing Period represents the creation of forward share sales contracts, which were determined to meet the definition of a derivative pursuant to

ASC Topic 815, Derivatives and Hedging. As such, upon issuance of the Advance Notices for the Option 2 Advances, the Company recognized derivative liabilities totaling approximately $431,203 in the aggregate, the fair values of which represented the intrinsic value of the requested number of shares of Class A common stock on the Advance Notice dates. The Company recognized a loss of approximately $431,000 during the nine months ended September 30, 2025 representing the change in fair value of the derivative liabilities during the period from the Advance Notice dates and the settlement dates of the Option 2 Advances. Upon settlement of the Option 2 Advances, the Company sold an aggregate of 1,179,000 shares of the Company’s Class A common stock to Yorkville for total proceeds of approximately $10,779,127.

Additionally, during the nine months ended September 30, 2025, the Company settled one Advance Notice subject to the Option 2 Pricing Period issued on December 30, 2024, and accordingly sold 30,489 of the Company’s Class A common stock to Yorkville for proceeds of approximately $48,000.

Shares Issued under ATM Agreement

On August 27, 2025, the Company, entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell its shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), from time to time, in an “at the market offering” program through Wainwright, with certain limitations on the amount of Class A Common Stock that may be offered and sold thereunder. The sales of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.

During the nine months ended September 30, 2025, the Company issued 406,772 shares under the ATM Agreement for net proceeds of approximately $1,078,710.

Shares Issued to Hudson

On January 3, 2025, the Company issued 15,000 restricted shares of its Common Stock, with a determined fair value of $232,500, partially in exchange for the business advisory services outlined in the consulting agreement with Hudson Global Ventures, LLC, a Nevada limited liability company ("Hudson"). On April 25, 2025, July 1, 2025 and September 3, 2025, the Company issued 40,000, 23,600, and 52,000, respectively, restricted shares of its Class A Common Stock to Hudson, in exchange for certain business advisory services as outlined in a consulting agreement with Hudson, executed on April 1, 2025.

Shares Issued to Verista

On August 26, 2024, the Company issued 3,000 shares of its Common Stock, with a determined fair value of $49,800, in partial settlement of amounts owing to Verista. Refer to Note 15 - Commitments and Contingencies for further detail.

Shares Issued for RSU

During the nine months ended September 30, 2025, holders of 125,427 RSU's exercised those RSU's in exchange for 125,427 shares of Class A Common Stock of the Company.

Shares Issued for Vidello Acquisition

As disclosed above, on January 31, 2025, the Company closed a previously announced merger with Vidello. As part of the consideration paid to the Vidello Shareholders, the Company issued 89,820 shares of Class A Common Stock, with a determined fair value of $1,661,677. Refer to Note 4 - Acquisition of Vidello for further detail.

Shares Issued for prefunded warrant exercise

On April 21, 2025, the Company issued 104,882 shares of Class A Common Stock to Alco, resulting from the exercise by Alco of prefunded warrants purchased during September 2024.

Shares Issued for private placement

In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,885 shares of Class A common stock at $6.90 per share and 32,352 prefunded warrants (the "May 2025 Prefunded Warrants") at $3.40 per warrant. The May 2025

Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $330,000 of gross proceeds from this private placement.

- Definition

The entire disclosure for equity.

+ References

+ Details

Warrant Liabilities (Tables)

9 Months Ended

Sep. 30, 2025

Warrant Liabilities [Abstract]

Summary of Inputs to Monte Carlo Simulation for Private Placement Warrant Liability


Key Inputs	September 30, 2025

Stock price	$	2.94
Contractual term (years)	2.75 - 4.89
Risk-free rate	0% - 3.7%
Volatility(1)	98% - 128%
Exercise Price	$2.50-$3.13
Dividend yield		0.00	%

Debt - Additional Information (Details 7) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
Debt - Additional Information (Details 7) - USD ($)	Aug. 19, 2025	Aug. 31, 2025	Sep. 30, 2025	Jun. 30, 2025	Sep. 30, 2025	Jun. 27, 2025	Apr. 30, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Common stock par value			$ 0.0001		$ 0.0001			$ 0.0001
Private Placement Offering (3i, LP) [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 2,200,000	$ 2,200,000	$ 2,200,000	$ 11,000,000
Debt instrument conversion price per share \| $ / shares				$ 2.5
Warrants exercise price				$ 2.5
Debt instrument, interest rate, original issue percentage		10.00%		10.00%
Debt instrument, interest rate, stated percentage		10.00%		10.00%
Debt instrument, maturity from date of issuance		12 months		12 months
Proceeds from issuance of secured debt				$ 1,725,000
Percentage of premium buyer require to redeem at an event of default						15.00%
Repayment of convertible debt					183,333
Interest expense			$ 1,193,231		$ 1,193,231
Private Placement Offering (3i, LP) [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock par value						$ 0.0001
Private Placement Offering (3i, LP) [Member] \| Common Stock [Member]
Debt Instrument [Line Items]
Minimum percentage of outstanding common stock, buyer hold		4.99%		4.99%
Maximum percentage of outstanding common stock, buyer hold		9.99%		9.99%
Floor price		$ 1.1		$ 0.11
Private Placement Offering (3i, LP) [Member] \| Common Stock [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrant initially acquired				67,124
Warrants purchased							21,212
Private Placement Offering (3i, LP) [Member] \| Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,200,000
Debt instrument conversion price per share \| $ / shares	$ 2.5
Warrants exercise price	$ 2.5
Proceeds from issuance of secured debt	$ 1,762,000
Debt instrument, maturity date	Aug. 19, 2026
Private Placement Offering (3i, LP) [Member] \| Purchase Agreement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants issued	126,107

Related Party Transactions

9 Months Ended

Sep. 30, 2025

Related Party Transactions

5. Related Party Transactions

Due to Related Party of 7GC

During 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $67,118 liability. As of September 30, 2025, the entire balance remained outstanding and is included within due to related party under current liabilities on the accompanying condensed consolidated balance sheet.

Legacy Banzai Related Party Transactions

During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 13 - Debt for further details related to these transactions 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 13 - Debt, 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. During the three months ended September 30, 2025, the outstanding balance was repaid.

- 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 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 2: 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 3: 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 4: 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 5: 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 6: 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 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

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-Subparagraph (SX 210.6-07(2)(e))
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+ Details

Debt (Tables)

9 Months Ended

Sep. 30, 2025

Debt Instrument [Line Items]

Summary of Convertible Notes

The following table presents the 2024 CP BF Convertible Note as of September 30, 2025:


Face value of the CP BF convertible notes	$	8,758,775
Debt premium, net		8,375
Carrying value of the CP BF convertible notes		8,767,150
Accrued interest		1,320,508
Prepayments made		(3,123,992	)
Conversions		(216,284	)
Total CP BF convertible notes and accrued interest	$	6,747,383

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

Agile Term Notes [Member]

Debt Instrument [Line Items]

Summary of Notes

The following presents the Agile Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024		3,143,000
Issuance of Agile term notes		4,000,000
Loss on restructuring		1,769,895
Repayments in cash		(3,540,800	)
Change in fair value		165,905
Balance at March 31, 2025		5,538,000
Issuance of Agile term notes		262,500
Loss on issuance		110,500
Repayments in cash		(1,929,885	)
Change in fair value		149,885
Balance at June 30, 2025		4,131,000
Repayments in cash		(1,724,250	)
Change in fair value		75,250
Balance at September 30, 2025	$	2,482,000

Outstanding principal balance as of September 30, 2025	$	2,108,014
Accrued interest as of September 30, 2025	$	1,499,649

1800 Diagonal Convertible Notes [Member]

Debt Instrument [Line Items]

Summary of Notes

The following table presents the 1800 Diagonal Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024	$	432,000
Issuance of 1800 Diagonal convertible notes		124,200
Loss on debt issuance		21,800
Repayments in cash		(145,286	)
Change in fair value		(21,714	)
Balance at March 31, 2025		411,000
Issuance of 1800 Diagonal convertible notes		393,300
Loss on debt issuance		58,700
Repayments in cash		(316,719	)
Change in fair value		(16,281	)
Balance at June 30, 2025		530,000
Issuance of 1800 Diagonal convertible notes		447,350
Loss on debt issuance		65,650
Repayments in cash		(65,589	)
Change in fair value		4,190
Conversions		(156,600	)
Balance at September 30, 2025	$	825,000

Outstanding principal balance as of September 30, 2025	$	732,684
Accrued interest as of September 30, 2025	$	71,505

Private Placement Offering (3i, LP) [Member]

Debt Instrument [Line Items]

Summary of Notes

The following table presents the Private Placement Convertible Notes as of September 30, 2025:


	Fair Value
Balance at December 31, 2024	$	—
Balance at March 31, 2025		-
Issuance of Private Placement Convertible Notes		2,200,000
Loss on debt issuance		476,000
Balance at June 30, 2025		2,676,000
Issuance of Private Placement Convertible Notes		2,000,000
Loss on debt issuance		1,083,000
Repayments in cash	$	(1,291,516	)
Change in fair value	$	(514,338	)
Conversions	$	(1,649,146	)
Balance at September 30, 2025	$	2,304,000

Outstanding principal balance as of September 30, 2025	$	2,750,853
Accrued interest as of September 30, 2025	$	1,193,231

- Definition

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

+ References

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+ Details

- 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.

+ References

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+ Details

Summary of Significant Accounting Policies - Expected Amortization Expense (Details)	Sep. 30, 2025 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of Year Ending December 31, 2025	$ 401,171
Year Ending December 31, 2026	1,214,920
Year Ending December 31, 2027	1,214,920
Year Ending December 31, 2028	1,214,920
Year Ending December 31, 2029	1,214,920
Thereafter	3,161,948
Total	$ 8,422,799

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Accrued Liabilities and Other Liabilities [Abstract]
Accrued accounting and professional services costs	$ 2,183,090	$ 2,419,829
Sales tax payable	482,256	452,508
Excise tax payable	223,717	223,717
Provision for tax payable	525,359	0
Accrued payroll and benefit costs	182,887	207,970
Accrued legal costs	153,884	315,764
Accrued subscription costs	53,737	46,759
Accrued streaming service costs	48,698	51,308
Other current liabilities	141,860	173,163
Total accrued expenses and other current liabilities	$ 3,995,488	$ 3,891,018

Deferred Revenue (Tables)

9 Months Ended

Sep. 30, 2025

Deferred Revenue Disclosure [Abstract]

Summary of Changes in Total Deferred Revenue

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


	Nine Months Ended			Year Ended
	September 30, 2025			December 31, 2024
Deferred revenue, beginning of period	$	4,052,270		$	1,214,096
Billings		6,745,306			4,362,730
Revenue recognized (prior year deferred revenue)		(3,612,072	)		(1,214,096	)
Revenue recognized (current year deferred revenue)		(3,706,242	)		(3,091,333	)
OpenReel deferred revenue - short-term - previously recognized at acquisition		—			2,663,230
Vidello deferred revenue - short-term		228,610			—
Deferred revenue - short-term, end of period		3,707,872			3,934,627
OpenReel deferred revenue - long-term		93,726			117,643
Deferred revenue - short-term and long-term, end of period	$	3,801,598		$	4,052,270

Organization - Additional Information (Details)				9 Months Ended
Organization - Additional Information (Details)	Jul. 08, 2025	Sep. 19, 2024	Aug. 29, 2024	Sep. 30, 2025
Organization [Line Items]
Entity incorporation date				Sep. 30, 2015
Reverse stock splits description	1-for-10			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 "2024 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 2024 Reverse Stock Split.
Reverse stock split ratio		0.02	0.02
Stockholders' Equity, Reverse Stock Split	1-for-10			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 "2024 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 2024 Reverse Stock Split.

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$ 17,391	$ 131,627
Change in lease liabilities (operating cash flow)	$ (16,740)	$ (231,691)

Acquisition of Vidello - Summary of Intangible Assets Acquired and their Associated Estimated Acquisition Date Fair Values (Details) - USD ($)		9 Months Ended
	Jan. 31, 2025	Sep. 30, 2025
Customer Relationships [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		7 years
Customer Relationships [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		6 years
Trade Name [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		15 years
Trade Name [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		10 years
Technology [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		8 years
Technology [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Estimated Useful Life		6 years
Vidello [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Estimated Useful Life	6 years
Acquisition Date Fair Value	$ 551,000
Vidello [Member] \| Trade Name [Member]
Business Acquisition [Line Items]
Estimated Useful Life	10 years
Acquisition Date Fair Value	$ 736,000
Vidello [Member] \| Technology [Member]
Business Acquisition [Line Items]
Acquisition Date Fair Value	$ 4,010,000
Vidello [Member] \| Technology [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Estimated Useful Life	8 years
Vidello [Member] \| Technology [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Estimated Useful Life	7 years

- 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

Warrant Liabilities - Additional Information (Details) - USD ($)		9 Months Ended
	Dec. 15, 2023	Sep. 30, 2025	Dec. 31, 2024
Warrant Liabilities [Line Items]
Warrants exercise price, description		The Public Warrants have an exercise price of $5,750 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 $5.00 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 $9,000 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
Fair value of warrants		$ 2,000	$ 15,000
Gem Agreement [Member] \| Gem Warrant [Member]
Warrant Liabilities [Line Items]
Warrants exercise price	$ 3,245
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, 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 $18.30. 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.
Warrants purchased	1,657
Class of warrants or rights threshold limit for the then issued and outstanding shares of Common Stock	9.99%
Warrants strike price	$ 18.3
Change in value of warrants	$ 15,000
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding		23,000	23,000
Warrants exercise price		$ 5,750
Warrant expiration period		5 years
Public Warrants [Member] \| Redemption of Warrants When Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member]
Warrant Liabilities [Line Items]
Redemption trigger price		$ 9,000
Public Warrants [Member] \| Class A Common Stock [Member]
Warrant Liabilities [Line Items]
Warrants exercisable		0
Redemption trigger price		$ 9,000
Fractional shares issued upon exercise of common stock		0

Fair Value Measurements - Additional Information (Details) - USD ($)					3 Months Ended	9 Months Ended
	Aug. 19, 2025	Jun. 27, 2025	Apr. 30, 2025	Sep. 05, 2024	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Jun. 30, 2025	Dec. 31, 2024
Fair Value Measurements (Details) [Line Items]
Loss of changes in the fair value of the Yorkville convertible note					$ 11,000	$ 249,000
Bifurcated embedded derivative liabilities					$ 9,000	$ 9,000
Debt instrument issuance date				Sep. 23, 2024
Common stock par value					$ 0.0001	$ 0.0001			$ 0.0001
Expected term (in years)						10 years
Risk free rate						4.45%
Expected volatility						110.95%
Issuance of private placement					$ 356,000	$ 717,000
Private Placement Convertible Note [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes		$ 11,000,000			2,200,000	$ 2,200,000		$ 2,200,000
Debt instrument conversion price per share								$ 2.5
Warrants exercise price								$ 2.5
Expected term (in years)						1 year
Discounted market interest rate						10.00%
Risk free rate						3.88%
Expected volatility						180.00%
Probability of optional redemption rate						28.70%
August 2025 Note [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes					$ 2,200,000	$ 2,200,000
Expected term (in years)						1 year
Discounted market interest rate						10.00%
Risk free rate						3.80%
Expected volatility						180.50%
Probability of optional redemption rate						13.10%
Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Discount price					$ 5,990	$ 5,990	$ 305
Expected term (in years)							6 years 29 days
Purchase Agreement [Member] \| Private Placement Convertible Note [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes	$ 2,200,000
Debt instrument conversion price per share	$ 2.5
Warrants exercise price	$ 2.5
Purchase Agreement [Member] \| August 2025 Note [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes	$ 2,200,000
Debt instrument conversion price per share	$ 3.4891
Debt instrument issuance date	Aug. 19, 2025
Purchase Agreement [Member] \| Maximum [Member] \| Private Placement Convertible Note [Member]
Fair Value Measurements (Details) [Line Items]
Warrants issued	126,107
Private Placement Notes [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes		$ 11,000,000
Common stock par value		$ 0.0001
June 3i Note [Member] \| Purchase Agreement [Member] \| Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Warrants issued		67,124
June 3i Note [Member] \| 3i, LP [Member] \| Purchase Agreement [Member]
Fair Value Measurements (Details) [Line Items]
Face value of the convertible notes		$ 2,200,000
Debt instrument conversion price per share		$ 2.5
Warrants exercise price		$ 2.5
Yorkville Convertible Notes [Member]
Fair Value Measurements (Details) [Line Items]
Loss of changes in the fair value of the Yorkville convertible note						$ 249,000
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants outstanding					23,000	23,000			23,000
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities						$ 1,633
Warrants exercise price					$ 5,750	$ 5,750
GEM Warrants Liability [Member]
Fair Value Measurements (Details) [Line Items]
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities						$ 13,000
Buyer Warrants [Member] \| Purchase Agreement [Member] \| August 2025 Note [Member]
Fair Value Measurements (Details) [Line Items]
Warrants exercise price	$ 3.4891
Buyer Warrants [Member] \| Purchase Agreement [Member] \| Maximum [Member] \| August 2025 Note [Member]
Fair Value Measurements (Details) [Line Items]
Warrants issued	126,107
Financial Advisor Warrants [Member] \| Rodman & Renshaw LLC [Member] \| Letter Agreement [Member] \| Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Warrants issued			21,212

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Summary of Significant Accounting Policies [Line Items]
Amortization expense			$ 838,364
Weighted average shares - basic	3,591,228	316,289	2,256,990	286,166

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-18

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-11

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-24

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-12

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 40
-SubTopic 30
-Topic 350
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482640/350-30-55-40

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482686/350-30-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

Stock-Based Compensation - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Weighted average grant date fair value	$ 12	$ 85
Unrecognized compensation expense related to unvested options	$ 261,467	$ 591,887
Period for unrecognized compensation expense related to unvested options yet has not been recognized	9 years 1 month 17 days	3 years 6 months 18 days
Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Period for unrecognized compensation expense related to unvested options yet has not been recognized	2 years 3 months	1 year 2 months 12 days
Vesting period	4 years
Percentage of vesting	25.00%
Unrecognized compensation cost	$ 2,342,212	$ 158,032
Restricted Stock Units [Member] \| Quarterly Vesting [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Percentage of vesting	25.00%
Restricted Stock Units [Member] \| First Anniversary Vesting [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Percentage of vesting	100.00%
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 79,488	182,496
General and Administrative Expense [Member] \| Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,677,611	$ 313,841
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Stock options awarded	26,039		1,156
Aggregate number of shares of common stock issued, determined	1,144
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 1,144. 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 1,144.
Percentage of aggregate number of shares of common stock issued	2.00%
Expiration date	Jan. 01, 2033
Percentage of number of shares of fully diluted common stock	1.00%
Percentage of automatic increase in initial share reserve	200.00%
Initial share reserve	1,144
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Stock options awarded	425,699		232
Aggregate number of shares of common stock issued, determined	7,152
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 approximately 7,152. 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.
Percentage of aggregate number of shares of common stock issued	12.50%
Expiration date	Jan. 01, 2033
Percentage of number of shares of fully diluted common stock	5.00%

Deferred Revenue

9 Months Ended

Sep. 30, 2025

Deferred Revenue Disclosure [Abstract]

Deferred Revenue

12. Deferred Revenue

Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the condensed consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company recognized $3,612,072 and $1,214,096 in revenue that was included in the prior year deferred revenue balance, respectively.

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


	Nine Months Ended			Year Ended
	September 30, 2025			December 31, 2024
Deferred revenue, beginning of period	$	4,052,270		$	1,214,096
Billings		6,745,306			4,362,730
Revenue recognized (prior year deferred revenue)		(3,612,072	)		(1,214,096	)
Revenue recognized (current year deferred revenue)		(3,706,242	)		(3,091,333	)
OpenReel deferred revenue - short-term - previously recognized at acquisition		—			2,663,230
Vidello deferred revenue - short-term		228,610			—
Deferred revenue - short-term, end of period		3,707,872			3,934,627
OpenReel deferred revenue - long-term		93,726			117,643
Deferred revenue - short-term and long-term, end of period	$	3,801,598		$	4,052,270

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Total	Private Placement [Member]	Related Party [Member]	Yorkville [Member]	1800 Diagonal [Member]	3i [Member]	GEM [Member]	Roth [Member]	Common Stock [Member]	Common Stock [Member] Private Placement [Member]	Common Stock [Member] Restricted Stock Units [Member]	Common Stock [Member] Related Party [Member]	Common Stock [Member] Yorkville [Member]	Common Stock [Member] 1800 Diagonal [Member]	Common Stock [Member] 3i [Member]	Common Stock [Member] GEM [Member]	Common Stock [Member] Roth [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Private Placement [Member]	Additional Paid-in Capital [Member] Restricted Stock Units [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member] Yorkville [Member]	Additional Paid-in Capital [Member] 1800 Diagonal [Member]	Additional Paid-in Capital [Member] 3i [Member]	Additional Paid-in Capital [Member] GEM [Member]	Additional Paid-in Capital [Member] Roth [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive (Loss) Income [Member]
Balance at Dec. 31, 2023	$ (31,876,129)								$ 26									$ 14,890,169									$ (46,766,324)
Balance (in Shares) at Dec. 31, 2023									258,530
Shares issued for conversions of debt/Conversion of convertible notes			$ 2,540,091																		$ 2,540,091
Shares issued for conversions of debt/Conversion of convertible notes, shares												1,781
Shares issued to Yorkville for convertible notes				$ 1,667,000																		$ 1,667,000
Shares issued to Yorkville for convertible notes, shares													4,468
Shares issued to Yorkville for commitment fee				500,000																		500,000
Shares issued to Yorkville for commitment fee, shares													1,420
Shares issued to Roth for advisory fee								$ 278,833																		$ 278,833
Shares issued to Roth for advisory fee, shares																	350
Shares issued							$ 100,000																		$ 100,000
Shares issued, shares																279
Shares issued for marketing expenses	194,935																	194,935
Shares issued for marketing expenses, shares									307
Forfeiture of sponsor shares, shares									(200)
Stock-based compensation	42,827																	42,827
Net loss	(4,290,132)																										(4,290,132)
Balance at Mar. 31, 2024	(30,842,575)								$ 26									20,213,855									(51,056,456)
Balance (in Shares) at Mar. 31, 2024									266,935
Balance at Dec. 31, 2023	(31,876,129)								$ 26									14,890,169									(46,766,324)
Balance (in Shares) at Dec. 31, 2023									258,530
Shares issued to Hudson for consulting fee	0
Shares issued to Yorkville for commitment fee	500,000
Shares issued to Yorkville for redemption premium	115,800
Net loss	(23,659,387)
Conversion of convertible notes			2,540,091	4,130,000
Balance at Sep. 30, 2024	(22,845,966)								$ 40									47,579,705									(70,425,711)
Balance (in Shares) at Sep. 30, 2024									430,344
Balance at Dec. 31, 2023	(31,876,129)								$ 26									14,890,169									(46,766,324)
Balance (in Shares) at Dec. 31, 2023									258,530
Balance at Dec. 31, 2024	(2,763,802)								$ 80									75,515,831									(78,279,713)
Balance (in Shares) at Dec. 31, 2024									819,516
Balance at Mar. 31, 2024	(30,842,575)								$ 26									20,213,855									(51,056,456)
Balance (in Shares) at Mar. 31, 2024									266,935
Issuance of common stock and warrants, net of issuance costs	1,854,818								$ 1									1,854,817
Issuance of common stock and warrants, net of issuance costs, shares									10,456
Shares issued for exercise of Pre-Funded warrants	866								$ 2									864
Shares issued for exercise of Pre-Funded warrants, shares									17,322
Shares issued to Yorkville for convertible notes				335,000																		335,000
Shares issued to Yorkville for convertible notes, shares													2,018
Shares issued to Yorkville for commitment fee, shares													1,200
Shares issued to Yorkville for redemption premium				115,800																		115,800
Shares issued							300,000																		300,000
Shares issued, shares																1,811
Shares issued for marketing expenses	139,837																	139,837
Shares issued for marketing expenses, shares									640
Stock-based compensation	202,662																	202,662
Net loss	(3,955,328)																										(3,955,328)
Balance at Jun. 30, 2024	(31,849,189)								$ 30									23,162,565									(55,011,784)
Balance (in Shares) at Jun. 30, 2024									300,382
Effect of reverse stock split, share									18,959
Issuance of warrants, net of issuance costs	4,402,550																	4,402,550
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement	1,287,003								$ 3									1,287,000
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement, shares									33,085
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																	94,800
Shares issued to MZHCI for investor relations services, shares									2,400
Shares Issued to J V B for Payment of Outstanding Debt	115,000																	115,000
Shares issued to J.V.B for payment of outstanding debt, shares									2,908
Shares, Warrants And Pre-funded Warrants Issued To Alco On Settlement Of Alco Promissory Notes	8,866,620								$ 3									8,866,617
Shares, warrants and pre-funded warrants issued to alco on settlement of alco promissory notes, shares									28,242
Shares issued to Roth for advisory fee								$ 300,000																		$ 300,000
Shares issued to Roth for advisory fee, shares																	3,529
Shares issued				2,128,000			$ 129,943						$ 4									2,127,996			$ 129,943
Shares issued, shares													38,931			1,910
Stock-based compensation	250,848																	250,848
Net loss	(15,413,927)																										(15,413,927)
Balance at Sep. 30, 2024	(22,845,966)								$ 40									47,579,705									(70,425,711)
Balance (in Shares) at Sep. 30, 2024									430,344
Balance at Dec. 31, 2024	(2,763,802)								$ 80									75,515,831									(78,279,713)
Balance (in Shares) at Dec. 31, 2024									819,516
Issuance of shares to Yorkville under the SEPA agreement	7,071,606								$ 51									7,071,555
Issuance of shares to Yorkville under the SEPA agreement, shares									507,564
Shares issued to Hudson for consulting fee	232,500								$ 2									232,498
Shares issued to Hudson for consulting fee, shares									15,000
Shares issued for payment to Verista	49,800																	49,800
Shares issued for payment to Verista, shares									3,000
Shares issued for Vidello acquisition	1,661,677								$ 9									1,661,668
Shares issued for Vidello acquisition, shares									89,820
Stock-based compensation	336,568																	336,568
Net loss	(3,643,479)																										(3,643,479)
Exercise of RSU's in shares											33,777
Exercise of RSU's											$ 3									$ (3)
Balance at Mar. 31, 2025	2,944,870								$ 145									84,867,917									(81,923,192)
Balance (in Shares) at Mar. 31, 2025									1,468,677
Balance at Dec. 31, 2024	(2,763,802)								$ 80									75,515,831									(78,279,713)
Balance (in Shares) at Dec. 31, 2024									819,516
Shares issued to Hudson for consulting fee	974,261
Shares issued to Yorkville for commitment fee	0
Shares issued to Yorkville for redemption premium	0
Net loss	(17,460,094)
Conversion of convertible notes			$ 0	0
Balance at Sep. 30, 2025	5,440,237								$ 517									101,260,898									(95,739,807)	$ (81,371)
Balance (in Shares) at Sep. 30, 2025									5,205,098
Balance at Mar. 31, 2025	2,944,870								$ 145									84,867,917									(81,923,192)
Balance (in Shares) at Mar. 31, 2025									1,468,677
Issuance of shares to Yorkville under the SEPA agreement	6,521,147								$ 76									6,521,071
Issuance of shares to Yorkville under the SEPA agreement, shares									757,117
Shares issued to Hudson for consulting fee	400,000								$ 4									399,996
Shares issued to Hudson for consulting fee, shares									40,000
Exercise of warrants, shares									104,882
Exercise of warrants									$ 10									(10)
Shares issued for RSU									$ 4									(4)
Shares issued for RSU, shares									43,674
Shares issued		$ 329,996								$ 6									$ 329,990
Shares issued, shares										64,237
Stock-based compensation	756,122																	756,122
Net loss	(7,929,024)																										(7,929,024)
Balance at Jun. 30, 2025	3,023,111								$ 245									92,875,082									(89,852,216)
Balance (in Shares) at Jun. 30, 2025									2,478,587
Issuance of shares to Yorkville under the SEPA agreement				$ 4,099,349									$ 118									$ 4,099,231
Issuance of shares to Yorkville under the SEPA agreement, shares													1,180,320
Shares issued to Hudson for consulting fee	341,761								$ 8									341,753
Shares issued to Hudson for consulting fee, shares									75,600
Shares issued for payment to Houlihan	30,810								$ 1									30,809
Shares Issued for Payment to Houlihan, Shares									13,000
Shares issued to Perkins Coie	365,300								$ 13									365,287
Shares Issued to Perkins Coie, Share									130,000
Shares Issued Under ATM	1,078,710								$ 40									1,078,670
Shares Issued Under ATM, Share									406,772
Shares issued for conversions of debt/Conversion of convertible notes					$ 156,603	$ 1,649,146								$ 6	$ 81								$ 156,597	$ 1,649,065
Shares issued for conversions of debt/Conversion of convertible notes, shares														59,800	813,043
Stock-based compensation	664,409																	664,409
Currency translation adjustment	(81,371)																											(81,371)
Net loss	(5,887,591)																										(5,887,591)
Exercise of RSU's in shares											47,976
Exercise of RSU's											$ 5									$ (5)
Balance at Sep. 30, 2025	$ 5,440,237								$ 517									$ 101,260,898									$ (95,739,807)	$ (81,371)
Balance (in Shares) at Sep. 30, 2025									5,205,098

Acquisition of Vidello (Tables) - Vidello [Member]

9 Months Ended

Sep. 30, 2025

Business Acquisition [Line Items]

Summary of Preliminary Fair Value of the Consideration Transferred

The preliminary fair value of the consideration transferred totaled $6,267,747 summarized as follows:


	Amount
Cash paid at closing	$	2,745,031
Common stock issued to Vidello Stockholders		1,661,677
Fair value of Holdback Amount		1,861,039
Total consideration paid	$	6,267,747

Summary of Provisional Purchase Price Allocation Relating to Vidello Merger

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


Assets acquired:
Cash and cash equivalents	$	67,551
Property and equipment, net		9,375
Intangible Assets - Vidello - Customer relationships		551,000
Intangible Assets - Vidello - Trade name		736,000
Intangible Assets - Vidello - Developed Technology		4,010,000
Total assets	$	5,373,926
Liabilities assumed:
Accounts payable		705
Accrued expenses and other current liabilities		15,377
Unearned revenue, current		447,966
Deferred tax liability		1,324,250
Taxes payable		337,127
Total liabilities	$	2,125,425
Total identifiable net assets		3,248,501
Goodwill recorded:
Goodwill		3,019,246
Total consideration	$	6,267,747

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
Vidello - Customer Relationships	6 years		551,000
Vidello - Trade name	10 years		736,000
Vidello - Technology	7 - 8 years		4,010,000

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 nine Months Ended September 30,
	2025			2024
Revenue	$	9,581,008		$	8,707,071
Cost of revenue		1,870,380			1,741,544
Operating expenses		21,921,778			14,947,197
Total other expenses (income), net		3,169,640			14,106,361
Loss before income taxes attributable to common stockholders	$	(17,380,790	)	$	(22,088,031	)

- 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

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,887,591)	$ (7,929,024)	$ (3,643,479)	$ (15,413,927)	$ (3,955,328)	$ (4,290,132)	$ (17,460,094)	$ (23,659,387)

- 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

Goodwill

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

10. Goodwill

The following is a summary of goodwill by reportable segment as of and for the three and nine months ended September 30, 2025:


	Banzai Operating Co.		Vidello		OpenReel		Consolidated
Goodwill - December 31, 2024	$	2,171,526	$	-	$	16,800,949	$	18,972,475
Additions to goodwill (Note 4)		-		3,019,246		-		3,019,246
Goodwill - September 30, 2025	$	2,171,526	$	3,019,246	$	16,800,949	$	21,991,721

We identify our reporting units in accordance with the FASB ASC Subtopic 280 Segment Reporting. 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 consider our market capitalization, 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 September 30, 2025, as the Company has three 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.

- Definition

The entire disclosure for goodwill.

+ References + Details

Property and Equipment - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,319	$ 2,825

Debt - Additional Information (Details 1) - USD ($)									3 Months Ended			9 Months Ended		12 Months Ended
Debt - Additional Information (Details 1) - USD ($)	Sep. 30, 2025	Sep. 16, 2025	Jan. 30, 2025	May 31, 2024	May 22, 2024	Mar. 26, 2024	Feb. 05, 2024	Dec. 14, 2023	Sep. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Jan. 31, 2025	Sep. 20, 2024	Feb. 14, 2024	Jan. 31, 2024
Debt Instrument [Line Items]
Loss of changes in the fair value of the Yorkville promissory note											$ 115,000		$ 693,000
Estimated equity volatility												110.95%
Time to maturity												10 years
Risk free rate												4.45%
Common stock shares issued														819,516
Loss of changes in the fair value of the Yorkville convertible note									$ 11,000			$ 249,000
Common stock par value	$ 0.0001								$ 0.0001			$ 0.0001		$ 0.0001
Minimum [Member]
Debt Instrument [Line Items]
Original issuance price	14								14		$ 146	14	$ 146
Time to maturity													5 years 7 months 9 days
Maximum [Member]
Debt Instrument [Line Items]
Original issuance price	$ 5,990								$ 5,990		$ 305	$ 5,990	$ 305
Time to maturity													6 years 29 days
Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares issued												4,973,984		588,402
Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,000,000		$ 3,500,000						$ 2,000,000	$ 1,695,000		$ 2,000,000
Aggregate outstanding principal amount			$ 3,500,000
Original issuance price	$ 2.94		$ 2.24						$ 2.94	$ 11.2		$ 2.94
Estimated equity volatility			224.00%						123.00%	171.00%
Time to maturity			6 months						46 years	33 years
Discounted market interest rate			8.70%						11.50%	11.30%
Risk free rate			4.27%						3.86%	4.29%
Redemption premium amount			$ 140,000
Debt instrument, principal payment			$ 3,640,000
Debt instrument, fair value															$ 3,402,000
Payment premium percentage			4.00%						4.00%	4.00%
Loss of changes in the fair value of the Yorkville convertible note			$ 252,000
Original issue discount			$ 3,150,000
September 2025 Yorkville Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 2,000,000	$ 2,000,000							$ 2,000,000			$ 2,000,000
Payment of debt		1,000,000
Net proceeds from issuance of convertible promissory notes		$ 890,000
Debt instrument, interest rate, original issue percentage		10.00%
Debt instrument payment rate percentage		50.00%
Debt instrument, increase in interest rate		18.00%
Repayment of convertible debt		$ 500,000
Original issuance price	$ 2.12								$ 2.12			$ 2.12
Estimated equity volatility									128.00%
Time to maturity	6 months
Discounted market interest rate									11.80%
Risk free rate									3.81%
Debt instrument, fair value	$ 1,992,000								$ 1,992,000			$ 1,992,000
Debt instrument, interest rate, stated percentage		50.00%
Interest rate		6.00%
Debt instrument, maturity date			Mar. 16, 2026
Payment premium percentage		4.00%							4.00%
Loss of changes in the fair value of the Yorkville convertible note									$ 192,000
Common stock par value		$ 0.0001
Debt instrument conversion price per share		$ 2.5
Minimum redemption notice period		10 days
Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Repayment of convertible debt			$ 1,000,000
Debt instrument, interest rate, stated percentage			18.00%
Debt instrument, maturity date			Jul. 31, 2025
Payment premium percentage			4.00%
Minimum redemption notice period			10 days
Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			0.00%
Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			6.00%
Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock par value			$ 0.0001
Debt instrument conversion price per share			$ 20
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount			$ 3,500,000
Net proceeds from issuance of convertible promissory notes			3,140,000					$ 1,800,000
Debt discount upon issuance			$ 350,000					200,000
Debt issuance costs										$ 1,000
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%
Prepayment premium								10.00%
Conversion of stock, shares converted														27,538
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, stated percentage								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
Percentage of repayment of convertible debt, amount								10.00%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount								$ 2,000,000
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 1,500,000	$ 1,000,000
Net proceeds from issuance of convertible promissory notes						1,250,000	900,000
Maximum floor price								$ 1,000										$ 20
Floor price																	$ 2.94
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														2,891
Common stock par value								$ 0.0001
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														14,986
Amended Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Repayment of convertible debt					$ 750,000
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				1,200
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, stated percentage																0.00%
Debt Instrument Adjusted Amount																$ 20,000,000
Debt Instrument Extended Maturity Terms												maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025.

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (34,254)	$ (30,935)
Property and equipment, net	9,397	3,539
Computers and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 43,651	$ 34,474

Revenue - Summary of Revenue by Region (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Amount	$ 2,844,508	$ 1,080,607	$ 9,350,573	$ 3,228,276
Americas [Member]
Disaggregation of Revenue [Line Items]
Amount	2,148,073	626,768	7,149,862	1,797,307
Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Amount	534,758	333,960	1,646,880	1,080,876
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Amount	$ 161,677	$ 119,879	$ 553,831	$ 350,093
Geographic Concentration Risk [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	100.00%	100.00%	100.00%	100.00%
Geographic Concentration Risk [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Americas [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	75.00%	58.00%	76.00%	56.00%
Geographic Concentration Risk [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Europe, Middle East and Africa (EMEA) [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	19.00%	31.00%	18.00%	33.00%
Geographic Concentration Risk [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Percentage of Revenue	6.00%	11.00%	6.00%	11.00%

- Definition

+ References + Details

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

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+ Details

Debt - Additional Information (Details 4) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
Debt - Additional Information (Details 4) - USD ($)	Sep. 24, 2024	Sep. 23, 2024	Sep. 05, 2024	Oct. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2021
Debt Instrument [Line Items]
Extinguishment of Old CP BF notes					$ 0	$ 152,782	$ 4,488,627	$ 680,762
Common stock shares outstanding					5,205,098		5,205,098		819,516
Maximum [Member] \| Pre-Funded Warrants [Member]
Debt Instrument [Line Items]
Warrants issued		30,470
Class A Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares outstanding					4,973,984		4,973,984		588,402
Class B Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares outstanding					231,114		231,114		231,114
2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage		15.50%
Extinguishment of Old CP BF notes			$ (6,529,402)
Aggregate principal amount		$ 10,758,775			$ 2,840,677		$ 2,840,677
Debt instrument, maturity date		Feb. 19, 2027
Debt instrument, increase in interest rate of an event of default		20.00%
Exit fee, percentage		1.00%
Debt instrument conversion price per share		$ 38.9
CP BF SPA [Member]
Debt Instrument [Line Items]
Debt		$ 2,000,000
Warrant initial exercise price		$ 38.9
Warrants exercise price		$ 0.0001
Percentage of number of shares of Common Stock outstanding		19.99%
CP BF SPA [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants issued		56,555
CP BF SPA [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Share issued		26,085
CP BF SPA [Member] \| Class B Common Stock [Member] \| CEO [Member]
Debt Instrument [Line Items]
Common stock shares outstanding		231,114
CP BF [Member]
Debt Instrument [Line Items]
Shares issued upon conversion of option, value				$ 216,284
Proceeds from issuance of private placement	$ 4,600,000
Derivatives measured at fair value		$ 12,000
Bifurcated embedded derivative					$ 9,000		9,000
Change in fair value							$ 54,000
CP BF [Member] \| Class A Common Stock [Member]
Debt Instrument [Line Items]
Percentage of owned, related party			16.00%
Share issued			7,000	5,560
Common stock price per share				$ 38.9
CP BF [Member] \| Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share										$ 1,336.4
CP BF [Member] \| 2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Effective interest rate percentage					15.40%		15.40%
Interest expense					$ 299,719		$ 958,406
Interest expense debt					300,669		955,715
Debt related commitement fees and debt issuance costs					$ 950		$ 2,690
Percentage of capital stock issued	20.00%
Cash proceeds from issuance of convertible notes	$ 3,000,000
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").

Organization

9 Months Ended

Sep. 30, 2025

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 Splits

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 "2024 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 2024 Reverse Stock Split.

On June 27, 2025, the stockholders of the Company collectively approved an amendment to the Company’s Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the “2025 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-10 effective on July 8, 2025.

No cash or fractional shares were issued in connection with the 2024 Reverse Stock Split and 2025 Reverse Stock Split, and instead the Company rounded up to the next whole share in lieu of issuing fractional 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 in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of the Reverse Stock Split.

Emerging Growth Company

The Company is 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.

Revision of Prior Period Financial Statements

A revision was made to correct an immaterial overstatement of revenue for the three and six months ending June 30, 2025, due to an incorrect calculation of revenue recognition. To correct the identified error, the Company made certain revisions in this Form 10-Q, with respect to the revenue amounts for the three and six months ended June 30, 2025. The Company corrected the historic amounts for the three and six months ended June 30, 2025 to reflect the correction of this immaterial error rather than record a cumulative out-of-period adjustment in the current three month period ended September 30, 2025.

Fair Value Measurements - Summary of Derivative Asset (Details) - CP BF Convertible Notes [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2025
Subsidiary, Sale of Stock [Line Items]
Beginning balance	$ 1,000	$ 20,000	$ 63,000	$ 63,000
Change in fair value	8,000	(19,000)	(43,000)
Ending balance	$ 9,000	$ 1,000	$ 20,000	$ 9,000

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	September 30, 2025			December 31, 2024
Computers and equipment	$	43,651		$	34,474
Less: accumulated depreciation		(34,254	)		(30,935	)
Property and equipment, net	$	9,397		$	3,539

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenue	$ 2,844,508	$ 1,080,607	$ 9,350,573	$ 3,228,276
Cost of revenue	519,411	338,023	1,679,925	1,049,411
Gross profit	2,325,097	742,584	7,670,648	2,178,865
Operating expenses:
General and administrative expenses	6,460,876	3,513,442	21,006,767	11,721,465
Depreciation and amortization expense	294,427	900	841,664	3,725
Total operating expenses	6,755,303	3,514,342	21,848,431	11,725,190
Operating loss	(4,430,206)	(2,771,758)	(14,177,783)	(9,546,325)
Other expenses (income):
GEM settlement fee expense	0	60,000	0	260,000
Interest income	(1,425)	0	(1,427)	(10)
Gain on extinguishment of liabilities	0	(152,782)	(4,488,627)	(680,762)
Gain on release of Vidello revenue holdback	(973,000)	0	(973,000)	0
Loss on debt issuance	192,000	0	444,000	171,000
Loss on Private Placement Issuance	1,439,000	0	2,276,000	0
Loss on issuance of term notes	0	390,000	110,500	390,000
Loss on issuance of convertible bridge notes	65,650	63,408	146,150	63,408
Loss on extinguishment of term notes	0	0	1,769,895	0
Change in fair value of convertible notes, carried at fair value	(503,338)	101,000	(265,338)	679,000
Change in fair value of term notes	75,249	36,813	391,040	36,813
Change in fair value of convertible bridge notes	4,191	(18,000)	(33,805)	(18,000)
Yorkville prepayment premium expense	0	14,000	0	94,760
Loss on Yorkville SEPA advances	190,489	0	937,626	0
Vidello earnout expense	69,053	0	485,720	0
Failed acquisition costs	0	0	1,382,002	0
Other (income) expense, net	64,372	(62,927)	(523,451)	(2,900)
Total other expenses, net	1,187,276	12,641,159	3,169,640	14,106,361
Loss before income taxes	(5,617,482)	(15,412,917)	(17,347,423)	(23,652,686)
Income tax expense	270,109	1,010	112,671	6,701
Net loss	$ (5,887,591)	$ (15,413,927)	$ (17,460,094)	$ (23,659,387)
Net loss per share
Basic	$ (1.64)	$ (48.73)	$ (7.74)	$ (82.68)
Diluted	$ (1.64)	$ (48.73)	$ (7.74)	$ (82.68)
Weighted average common shares outstanding
Basic	3,591,228	316,289	2,256,990	286,166
Diluted	3,591,228	316,289	2,256,990	286,166
Nonrelated Party [Member]
Other expenses (income):
Change in fair value of warrant liability	$ 183,000	$ (32,000)	$ 171,000	$ (594,000)
Related Party [Member]
Other expenses (income):
Interest expense	393,968	1,050,363	1,288,988	2,860,768
Loss on conversion and settlement of Alco promissory notes	0	4,808,882	0	4,808,882
Loss on conversion and settlement of CP BF notes	0	6,529,402	0	6,529,402
Change in fair value of warrant liability	(3,933)	(115,000)	(1,633)	(460,000)
Change in fair value of bifurcated embedded derivative assets - related party	$ (8,000)	$ (32,000)	$ 54,000	$ (32,000)

Commitments and Contingencies

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. 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 2.08 years as of September 30, 2025 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 three months ended September 30, 2025 and 2024 , are as follows:


	For the Three Months Ended September 30,
Components of lease expense:	2025		2024
Operating lease cost	$	7,333	$	44,999
Sublease income		-		(12,000	)
Total lease (income) cost	$	7,333	$	32,999

The components of lease expense for the nine months ended September 30, 2025 and 2024, are as follows:


	For the Nine Months Ended September 30,
Components of lease expense:	2025		2024
Operating lease cost	$	21,997	$	138,383
Sublease income		—		(117,084	)
Total lease (income) cost	$	21,997	$	21,299

Supplemental cash flow information related to leases are as follows:


	For the Nine Months Ended September 30,
Supplemental cash flow information:	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	17,391		$	131,627
Change in lease liabilities (operating cash flow)		(16,740	)		(231,691	)

Supplemental balance sheet information related to leases was as follows:


Operating leases:	September 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	55,174	$	72,565
Operating lease liability, current		25,046		22,731
Operating lease liability, non-current		30,919		49,974
Total operating lease liabilities	$	55,965	$	72,705


Weighted-average remaining lease term:	September 30, 2025		December 31, 2024
Operating leases (in years)		2.08		2.83


Weighted-average discount rate:	September 30, 2025			December 31, 2024
Operating leases		9.40	%		9.40	%

Future minimum lease payments under non-cancellable lease as of September 30, 2025, are as follows:


Maturities of lease liabilities:
Year Ending December 31,
Remainder of 2025	$	7,259
2026		29,466
2027		25,167
2028		—
2029 and thereafter		—
Total undiscounted cash flows		61,892
Less discounting		(5,927	)
Present value of lease liabilities	$	55,965

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 2,400 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.

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 46,000 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 had issued 60,000 shares to Perkins to settle part of the outstanding liability balance. During the nine months ending September 30, 2025, the Company issued 130,000 shares to Perkins to settle the remaining outstanding liability balance.

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. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $1.1 million, recognized within Gain on extinguishment of liabilities on the condensed consolidated statement of operations, for the nine months ended September 30, 2025.

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. The remaining unpaid balance of $577,400 is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2025.

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. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $3.2 million, recognized within Gain on extinguishment of liabilities on the condensed consolidated statement of operations, for the nine months ended September 30, 2025.

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. The remaining unpaid

balance of $109,464 is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2025.

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 September 30, 2025, the Company had issued 3,000 shares and made aggregate installment payments of $78,437 to Verista. The remaining unpaid balance of $45,785 is included in Accounts Payable on the condensed consolidated balance sheet as of September 30, 2025.

Payment to Act-On

The Company previously announced its entry into an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation (“Act-On”), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai. Although the Company worked diligently to complete all closing conditions of the Plan of Merger, due to current market conditions, on June 6, 2025, Act-On served Banzai with a notice of termination to terminate the Merger Agreement and any related agreements (collectively, the “Transaction Documents”). As per the Transaction Documents, within five calendar days, the Company was required to pay certain termination fees including $500,000 in liquidated damages to cover certain transaction expenses that Act-On incurred in connection with the merger contemplated by the Merger Agreement and $882,030 in additional interest and extension fees associated with one of Act-On’s outstanding debts that the Company had intended to payoff in connection with the merger contemplated by the Merger Agreement. As of September 30, 2025, the Company had paid the total amount owed of approximately $1,382,030 to Act-On.

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.

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2025	Nov. 11, 2025
Document Information [Line Items]
Entity Registrant Name	Banzai International, Inc.
Trading Symbol	BNZI
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001826011
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Transition Report	false
Document Quarterly Report	true
Entity File Number	001-39826
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	206
Local Phone Number	414-1777
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Tax Identification Number	85-3118980
Warrant [Member]
Document Information [Line Items]
Trading Symbol	BNZIW
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		6,513,153
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		231,114

Acquisition of Vidello

9 Months Ended

Sep. 30, 2025

Vidello [Member]

Business Acquisition [Line Items]

Acquisition of Vidello

4. 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 a 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 89,820 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. Vidello is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content.

With respect to the holdback amount, this consists of three distinct components, being (1) the withholding of $1,000,000 as security for the obligations of Company Shareholders for a period of twelve months (the “Indemnification Holdback Amount”), (2) the withholding of $500,000 as security for the obligations of Company Shareholders to cooperate with best efforts and in good faith with to complete the transition, integration and related matters of Vidello's business with Banzai, including, but not limited to (a) the transition of data of Vidello managed and/or held by Vidello to Banzai, (b) certain services relating to the continued operations of Vidello, and (c) the training of certain employees of Banzai regarding the operations of Vidello including any proprietary business processes and trade secrets following the Closing, during the six months following the Closing (the “Transition Holdback Period”), and (3) the withholding of $1,000,000 subject to certain revenue related conditions being met during the 180 day period following the Closing (the “Revenue Holdback Amount” and together with the Indemnification Holdback Amount and the Transition Holdback Amount, the “Holdback Amount”).

As of September 30, 2025, the Company recognized $485,720 of expense after foreign currency translation in the Condensed Consolidated Statements of Operations related to the Transition Holdback Amount in the line Vidello earnout expense. As of September 30, 2025, the Company had paid the contractual amount of $500,000 to the Vidello Shareholders for the Transition Holdback Period.

As of September 30, 2025, the 180 day measurement period for the Revenue Holdback had lapsed and the revenue conditions as defined in the Vidello Merger Agreement had not been met. As such the Company recognized a gain on the extinguishment of Vidello revenue holdback of $973,000 for the three and nine months ended September 30, 2025.

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 shareholders 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, cannot 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 incurred transaction costs of approximately $730,000 which are included in the Company’s condensed consolidated statement of operations.

The Vidello 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 $6,267,747 summarized as follows:


	Amount
Cash paid at closing	$	2,745,031
Common stock issued to Vidello Stockholders		1,661,677
Fair value of Holdback Amount		1,861,039
Total consideration paid	$	6,267,747

The Company made a provisional allocation of the purchase price of the Vidello 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 Vidello Merger:


Assets acquired:
Cash and cash equivalents	$	67,551
Property and equipment, net		9,375
Intangible Assets - Vidello - Customer relationships		551,000
Intangible Assets - Vidello - Trade name		736,000
Intangible Assets - Vidello - Developed Technology		4,010,000
Total assets	$	5,373,926
Liabilities assumed:
Accounts payable		705
Accrued expenses and other current liabilities		15,377
Unearned revenue, current		447,966
Deferred tax liability		1,324,250
Taxes payable		337,127
Total liabilities	$	2,125,425
Total identifiable net assets		3,248,501
Goodwill recorded:
Goodwill		3,019,246
Total consideration	$	6,267,747

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

As of the date these condensed consolidated financial statements were issued, the purchase accounting related to this acquisition was incomplete as certain working capital balances were subject to potential change. The Company has reflected the provisional amounts in these condensed 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 Company finalizes and/or updates for any identified working capital adjustments, which 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
Vidello - Customer Relationships	6 years		551,000
Vidello - Trade name	10 years		736,000
Vidello - Technology	7 - 8 years		4,010,000

Net income in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2025 includes net loss of approximately $723 thousand and net income of $239 thousand , respectively, of Vidello from the date of acquisition to September 30, 2025.

Pro forma disclosure for the Vidello acquisition

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Merger with Vidello had taken place on January 1, 2024. The pro forma results presented are the result of combining the revenues and earnings of the Company with the revenues and earnings of Vidello. 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 nine Months Ended September 30,
	2025			2024
Revenue	$	9,581,008		$	8,707,071
Cost of revenue		1,870,380			1,741,544
Operating expenses		21,921,778			14,947,197
Total other expenses (income), net		3,169,640			14,106,361
Loss before income taxes attributable to common stockholders	$	(17,380,790	)	$	(22,088,031	)

- 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

The entire disclosure for business combination.

+ References

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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-5

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-10/tableOfContent

+ Details

Fair Value Measurements - Summary of Changes in Fair Value of Private Placement Warrant Liability (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Sep. 30, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on issuance	$ 356,000		$ 717,000
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance	361,000
Loss on issuance	356,000	$ 361,000
Change in fair value	184,000
Ending Balance	$ 901,000	$ 361,000	$ 901,000

Segment Reporting - Summary of Information About Reported Segments (Parenthetical) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Segment Reporting Information [Line Items]
Adjusted EBIDTA	$ (4,430,206)	$ (2,771,758)	$ (14,177,783)	$ (9,546,325)
Operating Segments [Member]
Segment Reporting Information [Line Items]
Adjusted EBIDTA	$ (4,135,779)	$ (2,770,858)	$ (13,336,119)	$ (9,542,600)
Operating Segments [Member] \| OpenReel [Member]
Segment Reporting Information [Line Items]
Acquisition date				Dec. 18, 2024
Adjusted EBIDTA				$ 0
Operating Segments [Member] \| Vidello [Member]
Segment Reporting Information [Line Items]
Acquisition date				Jan. 31, 2025
Adjusted EBIDTA				$ 0

- Definition

The net result for the period of deducting operating expenses from operating revenues.

+ References

+ Details

Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	110.95%
Expected volatility minimum		61.00%
Expected volatility maximum		62.12%
Expected term (in years)	10 years
Risk free rate	4.45%
Risk-free interest rate minimum		4.20%
Risk-free interest rate maximum		4.45%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	$ 5,990	$ 305
Exercise price	5,990	$ 2,500
Expected term (in years)		6 years 29 days
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price	14	$ 146
Exercise price	$ 15	$ 146
Expected term (in years)		5 years 7 months 9 days

Income Taxes

9 Months Ended

Sep. 30, 2025

Income Tax Disclosure [Abstract]

Income Taxes

18. Income Taxes

The Company estimates an annual effective tax rate of 0% in relation to its US operations for the year ended December 31, 2025. The worldwide effective tax rate for the three months ended September 30, 2025 is (4.81%). The effective tax rate is due to the Company’s operations in England and Wales derived by the Vidello Merger. The Vidello operations in England and Wales are subject to a statutory corporate tax rate of 25%. For the three months ended September 30, 2025, the Company is not using an estimated annual effective tax rate methodology in relation to the Vidello operations. Due to the Company’s history of net losses from historical operations in the US, there is no income tax benefit being recorded in relation to the Company’s pre-tax book loss in the US taxing jurisdiction. Therefore, no

US federal or state income taxes are expected, and none have been recorded at this time. Income taxes have been accounted for using the liability method in accordance with FASB ASC 740.

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

At September 30, 2025, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: 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 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Debt - Additional Information (Details) - USD ($)								9 Months Ended
Debt - Additional Information (Details) - USD ($)	Jan. 30, 2025	May 31, 2024	May 22, 2024	May 03, 2024	Mar. 26, 2024	Feb. 05, 2024	Dec. 14, 2023	Sep. 30, 2025	Mar. 31, 2025
Debt Instrument [Line Items]
Aggregate principal amount						$ 4,500,000
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt discount upon issuance					$ 250,000	100,000
Aggregate principal amount					1,500,000	1,000,000
Net proceeds from issuance of convertible promissory notes					$ 1,250,000	900,000
Increased principal amount agreed to advance						$ 1,000,000
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
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
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Debt discount upon issuance	$ 350,000						$ 200,000
Aggregate principal amount	3,500,000
Net proceeds from issuance of convertible promissory notes	$ 3,140,000						1,800,000
Debt issuance costs									$ 1,000
Yorkville Convertible Note [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount							2,000,000
Maximum [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 3,500,000
Class A Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Common stock price per share							$ 5,000
Class A Common Stock [Member] \| Original Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Redemption premium amount				$ 200,000
Common stock price per share				$ 0.0001
Class A Common Stock [Member] \| Amended Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 110,040
Net proceeds from issuance of convertible promissory notes		75,000
Redemption premium amount		$ 75,000	$ 75,000

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Components of lease expense:
Operating lease cost	$ 7,333	$ 44,999	$ 21,997	$ 138,383
Sublease income		(12,000)		(117,084)
Total lease (income) cost	$ 7,333	$ 32,999	$ 21,997	$ 21,299

Revenue

9 Months Ended

Sep. 30, 2025

Revenue from Contract with Customer [Abstract]

Revenue

6. Revenue

Under ASC 606, the Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. 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 recognizes 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.

Vidello

The Vidello product is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content. Revenue is generated through Vidello providing video hosting and marketing platform subscription software service for a set period of time. 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, annually or indefinite with the majority paid via credit card processing.

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 $93,493 and $104,452, during the nine months ended September 30, 2025 and 2024, respectively.

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers for the three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,148,073		75	%	$	626,768		58	%
Europe, Middle East and Africa (EMEA)		534,758		19	%		333,960		31	%
Asia Pacific		161,677		6	%		119,879		11	%
Total	$	2,844,508		100	%	$	1,080,607		100	%

The following table summarizes revenue by region based on the billing address of customers for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	7,149,862		76	%	$	1,797,307		56	%
Europe, Middle East and Africa (EMEA)		1,646,880		18	%		1,080,876		33	%
Asia Pacific		553,831		6	%		350,093		11	%
Total	$	9,350,573		100	%	$	3,228,276		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
	1/1/2025		9/30/2025		1/1/2024		9/30/2024
Accounts receivable, net	$	936,321	$	804,519	$	105,049	$	37,386

Costs to Obtain a Contract

Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract's term. For the nine months ended September 30, 2025 and 2024, commission expenses were $466,951 and $193,995, respectively. Certain commission expenses are not capitalized and are instead directly expensed.

Capitalized commissions at September 30, 2025 and December 31, 2024 were $52,695 and $31,504, respectively, and are included within prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following summarizes the costs to obtain a contract activity during the three and nine months ended September 30, 2025:


Balance - December 31, 2024	$	31,504
Commissions Incurred		57,237
Deferred Commissions Recognized		(50,195	)
Balance - March 31, 2025		38,546
Commissions Incurred		39,664
Deferred Commissions Recognized		(25,594	)
Balance - June 30, 2025	$	52,616
Commissions Incurred		82,017
Deferred Commissions Recognized		(81,938	)
Balance - September 30, 2025		52,695

The following summarizes the costs to obtain a contract activity during the three and nine months ended September 30, 2024:


Balance - December 31, 2023	$	51,472
Commissions Incurred		31,610
Deferred Commissions Recognized		(44,620	)
Balance - March 31, 2024		38,462
Commissions Incurred		48,316
Deferred Commissions Recognized		(47,634	)
Balance - June 30, 2024	$	39,144
Commissions Incurred		42,739
Deferred Commissions Recognized		(44,765	)
Balance - September 30, 2024	$	37,118

- 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 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: 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 3: 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 4: 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 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: 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 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Fair Value Measurements - Summary of Range of key Inputs at Issuance (Details)	Sep. 30, 2025	Sep. 12, 2025	Jul. 23, 2025	Jun. 12, 2025	May 09, 2025	Apr. 17, 2025	Mar. 31, 2025
April 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	2.94					10.56
April 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	0.38					0.84
April 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	4.02					4.16
April 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	142					160
April 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	90					80
April 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	10					20
April 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
May 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	2.94				9.98
May 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	0.38				0.78
May 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	4.02				4.21
May 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	142				143
May 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	90				80
May 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	10				20
May 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
July 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	2.94		4.1
July 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	0.67		0.86
July 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	3.9		4.23
July 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	134		121
July 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	85		80
July 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	15		20
July 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	2.94	2.37
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	0.72	0.77
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	3.89	3.87
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	131	122
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Maturity Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	90	85
September 1800 Diagonal Note [Member] \| Black-Scholes Option Pricing Model [Member] \| Measurement Input, Default Probability [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	10	15
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
March 2025 Agile Note [Member] \| Discounted Cash Flow [Member] \| Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	13.8						13.12
March 2025 Agile Note [Member] \| Discounted Cash Flow [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.12						0.62
June 2025 Agile Note [Member] \| Discounted Cash Flow [Member] \| Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	13.79			15.95
June 2025 Agile Note [Member] \| Discounted Cash Flow [Member] \| Contractual Term (Years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.21			0.52