0001493152-26-027350 | S-1 | XBRL Viewer | Banzai International INC

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Summary of Activity Related to Costs to Obtain Contract (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Subsequent Events [Abstract]
Sales commissions and fees	$ 466,951	$ 193,995

Debt (Details Narrative Two) - USD ($)												3 Months Ended		12 Months Ended
Debt (Details Narrative Two) - USD ($)	Oct. 13, 2025	Oct. 06, 2025	Sep. 16, 2025	Jan. 30, 2025	Sep. 20, 2024	May 31, 2024	May 22, 2024	May 03, 2024	Mar. 26, 2024	Feb. 05, 2024	Dec. 14, 2023	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Oct. 15, 2025	Oct. 08, 2025	Feb. 14, 2024	Jan. 31, 2024
Debt Instrument [Line Items]
Principal amount										$ 4,500,000
Debt instrument, principal payment										4,500,000
Repayments of convertible debt												$ 647,000	$ 1,877,000	$ 4,514,664	$ 750,000
Common stock, par value												$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Shares issued												867,355		527,317
Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Redemption premium				$ 140,000
Aggregate outstanding principal amount				3,500,000
Debt instrument, principal payment				3,640,000
September 2025 Yorkville Note [Member]
Debt Instrument [Line Items]
Principal amount			$ 2,000,000
Proceeds from issuance of debt			890,000
Repayments of convertible debt			$ 500,000
Debt instrument interest rate			50.00%
Debt instrument, maturity date			Mar. 16, 2026
Convertible promissory note, payment premium percentage			4.00%
Common stock, par value			$ 0.0001
Conversion price			$ 50.00
Minimum redemption notice period			10 days
Debt instrument, interest rate, original issue percentage			10.00%
Debt instrument payment rate percentage			50.00%
Repayments of long-term debt			$ 1,000,000
Investment interest rate			6.00%
Debt instrument, interest rate, increase			18.00%
Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Common stock price per share	$ 59.00	$ 61.60
Common stock shares issued	3,250	5,750
Aggregate gross proceeds from offering	$ 191	$ 354
Shares issued																3,250	5,750
Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Repayments of convertible debt				$ 1,000,000.0
Debt instrument interest rate				18.00%
Debt instrument, maturity date				Jul. 31, 2025
Convertible promissory note, payment premium percentage				4.00%
Minimum redemption notice period				10 days
Yorkville Advisors Global, LP [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument interest rate											0.00%
Debt instrument, maturity date											Jan. 17, 2025
Debt instrument, interest rate, increase											18.00%
Yorkville Advisors Global, LP [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Repayments of convertible debt											$ 1,000,000
Percentage of repayment of convertible debt, amount											10.00%
Yorkville Advisors Global, LP [Member] \| Common Class A [Member] \| January 2025 Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Common stock, par value				$ 0.0001
Conversion price				$ 400.00
Yorkville Advisors Global, LP [Member] \| Common Class A [Member] \| Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Conversion rate percentage of common stock outstanding											9.99%
Prepayment premium											10.00%
Standby Equity Purchase Agreement [Member] \| February Yorkville Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount															$ 1,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Principal amount				$ 3,500,000
Proceeds from issuance of debt				3,140,000							$ 1,800,000
Debt discount upon issuance				350,000							$ 200,000
Debt issuance costs				$ 10,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Repayments of convertible debt							$ 1,000,000
Debt instrument interest rate											0.00%
Debt instrument, maturity date											Jan. 17, 2025
Conversion rate percentage of common stock outstanding											9.99%
Prepayment premium											10.00%
Percentage of repayment of convertible debt, amount							10.00%
Debt instrument, interest rate, increase											18.00%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| December Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate outstanding principal amount															$ 2,000,000.0
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Conversion of Stock, Shares Converted															1,377
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Common Class A [Member] \| February Yorkville Promissory Note [Member]
Debt Instrument [Line Items]
Conversion of Stock, Shares Converted															145
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Principal amount									$ 1,500,000	1,000,000
Proceeds from issuance of debt									1,250,000	900,000
Debt discount upon issuance									$ 250,000	100,000
Increased principal amount agreed to advance										1,000,000.0
Maximum floor price											$ 20,000.00								$ 400.00
Floor price																		$ 58.80	$ 58.80
Yorkville Standby Equity Purchase Agreement [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Principal amount															$ 1,000,000.0
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Common stock price per share											5,000
Common stock, par value											$ 0.0001
Aggregate gross proceeds from offering												$ 336,000
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member] \| February Yorkville Promissory Note [Member]
Debt Instrument [Line Items]
Conversion of Stock, Shares Converted															145
Yorkville Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Increased principal amount agreed to advance										$ 1,000,000
Original Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Repayments 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 Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $200 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Company’s Class A Common Stock, par value $0.0001 per share.
Debt instrument, offering date								Jun. 02, 2024
Original Debt Repayment Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Redemption premium								$ 200,000
Common stock price per share								$ 0.0001
Amended Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Principal amount							$ 750,000
Proceeds from issuance of debt							75,000
Debt instrument, principal payment						$ 750,000	750,000
Repayments of convertible debt							750,000
Redemption premium							75,000
Debt instrument, fair value							115,800
Amended Debt Repayment Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Principal amount						110,000
Proceeds from issuance of debt						75,000
Redemption premium						$ 75,000	$ 75,000
Common stock shares issued						60	60
Debt instrument, cash surplus						$ 35,000
Debt instrument, fair value						$ 116,000
Floor Price Reduction Agreement [Member]
Debt Instrument [Line Items]
Debt instrument reduction amount					$ 700,000
Debt instrument interest rate					0.00%
Debt instrument adjusted amount					$ 400.00
Debt instrument extended maturity terms					maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025
Maximum [Member] \| Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument interest rate				6.00%
Maximum [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Principal amount											$ 3,500,000
Minimum [Member] \| Yorkville Advisors Global, LP [Member] \| January 2025 Yorkville Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument interest rate				0.00%
Minimum [Member] \| Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
Debt Instrument [Line Items]
Principal amount											$ 2,000,000.0

Summary of Activity with Respect Status of, RSUs (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Beginning Balance	20,695	1,704
Weighted Average Grant Date Fair Value, Beginning balance Outstanding	$ 149.00	$ 348.00
Granted	44,557	29,777
Weighted Average Grant Date Fair Value, Granted	$ 21.96	$ 140.60
Vested	(38,304)	(10,048)
Weighted Average Grant Date Fair Value, Vested	$ 36.84	$ 238.20
Forfeited	(240)	(738)
Weighted Average Grant Date Fair Value, Forfeited	$ 206.00	$ 169.80
Units, Ending Balance	26,708	20,695
Weighted Average Grant Date Fair Value, Ending balance Outstanding	$ 71.77	$ 149.00

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	144,197	37,563	62,952	26,230
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	628	128	627	129
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	26,708	13,039	20,695	1,704
Public Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	1,150	1,150	1,150	1,150
GEM Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	83	83	83	83
Common Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	100,716	22,638	36,800	22,639
Placement Agent Warrant Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities	14,912	525	3,591	525
Prefunded Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities

Schedule of Identifiable Intangible Assets Subject to Amortization (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Property, Plant, and Equipment [Line Items]
Intangible assets, gross	$ 9,202,000	$ 9,201,820
Less: Accumulated amortization	(1,465,000)	(1,174,429)
Intangible assets, net	7,737,000	8,027,391
Customer Relationships [Member]
Property, Plant, and Equipment [Line Items]
Intangible assets, gross	$ 1,140,000	$ 1,139,710
Customer Relationships [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	6 years	6 years
Customer Relationships [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	7 years	7 years
Trade Names [Member]
Property, Plant, and Equipment [Line Items]
Intangible assets, gross	$ 1,637,000	$ 1,637,100
Trade Names [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	10 years	10 years
Trade Names [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	15 years	15 years
Technology-Based Intangible Assets [Member]
Property, Plant, and Equipment [Line Items]
Intangible assets, gross	$ 6,425,000	$ 6,425,010
Technology-Based Intangible Assets [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	6 years	6 years
Technology-Based Intangible Assets [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Estimated Useful Life (years)	8 years	8 years

Segment Reporting (Details Narrative) - Integer	3 Months Ended	12 Months Ended
Segment Reporting (Details Narrative) - Integer	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting [Abstract]
Number of reportable segments	3	3
Number of operating segments	3	3	3
Segment reporting, CODM, profit (loss) measure, how used, description	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.	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.

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (8,417,000)	$ (3,644,000)	$ (22,492,075)	$ (31,513,389)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	305,000	247,000	1,150,471	24,179
Provision for credit losses on accounts receivable	(15,000)	(10,000)	17,131	18,462
Non-cash share issuance for marketing expenses				245,252
Non-cash shares issued for consulting expenses		233,000	974,261
Non-cash settlement of GEM commitment fee				200,000
Discount at issuance on notes carried at fair value		16,000	1,671,996	747,962
Non-cash share issuance for Yorkville redemption premium				80,760
Amortization of debt discount and issuance costs - related party				1,393,785
Amortization of operating lease right-of-use assets	7,000	6,000	16,694	137,717
Stock based compensation expense	1,308,000	337,000	2,679,231	1,165,680
Gain on release of Vidello revenue holdback			(973,000)
Gain on extinguishment of liability		(4,343,000)	(4,488,627)	(680,762)
Gain on release of due to related party			(67,118)
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 debt issuance	49,000	274,000	444,000	653,208
Loss on issuance of term notes			110,500
Loss on issuance of convertible bridge notes			152,826
Loss on Private Placement Issuance	1,598,000		4,873,509
Loss on extinguishment of debt, net	6,000	1,770,000	2,402,732	1,071,563
Impairment loss				2,725,460
Other (gains) losses	(7,000)
Loss on SEPA issuance		385,000
Change in fair value of bifurcated embedded derivative asset - related party			54,000	(51,000)
Change in fair value of convertible notes, carried at fair value	(373,000)	159,000	(1,987,203)	693,000
Change in fair value of convertible promissory notes
Change in fair value of term notes			173,055	88,588
Change in fair value of convertible bridge notes			(46,253)	(10,176)
Changes in operating assets and liabilities:
Accounts receivable	56,000	(82,000)	209,987	15,828
Prepaid expenses and other current assets	(410,000)	(188,000)	198,585	551,645
Other assets		(3,000)	7,154	27,227
Accounts payable	477,000	(610,000)	(381,632)	1,012,281
Deferred revenue	(95,000)	37,000	(740,066)	(6,315)
Accrued expenses	(286,000)	(213,000)	110,421	498,051
Operating lease liabilities	(8,000)	(5,000)	(15,960)	(237,607)
Earnout liability	(491,000)	170,000	587,784	(44,549)
Deferred revenue – long-term	23,000	(6,000)	(23,917)	10,573
Deferred tax liability	(52,000)	(25,000)	(256,310)	10,115
Other long-term liabilities				(75,000)
Net cash used in operating activities	(5,501,000)	(4,974,000)	(15,706,619)	(9,575,403)
Cash flows from investing activities:
Cash paid for acquisition of Vidello, net of cash acquired		(2,677,000)	(2,677,480)
Cash paid for asset acquisition of Superblocks			(1,500)
Cash acquired in acquisition of OpenReel				82,219
Net cash provided by (used in) investing activities		(2,677,000)	(2,678,980)	82,219
Cash flows from financing activities:
Payment of GEM commitment fee promissory note		(215,000)	(215,057)	(1,200,000)
Payment of Vidello transition holdback			(500,000)
Proceeds from related party advance				100,000
Repayment of related party advance			(100,000)
Repayments of private placement notes			(1,291,516)
Proceeds from Yorkville redemption premium				35,040
Proceeds received for exercise of Pre-Funded warrants				2,072
Payment of deferred offering costs – ATM			(238,330)
Proceeds from issuance of common stock and pre-funded warrants under private placement			329,996
Proceeds from shares issued to Verista			49,800
Repayment of convertible notes (Yorkville)	(647,000)	(1,877,000)	(4,514,664)	(750,000)
Proceeds from term notes, net of issuance costs	504,000	4,000,000	5,412,050	2,782,438
Repayment of term notes	(54,000)	(3,686,000)	(8,694,757)	(1,939,583)
Partial repayment of convertible notes - related party		(870,000)	(4,728,672)	(283,315)
Proceeds from issuance of convertible notes, net of issuance costs	2,121,000	3,258,000	9,975,654	2,602,000
Proceeds from issuance of shares to Yorkville under the SEPA	697,000	6,687,000	18,603,220	880,943
Proceeds from shares issued to Verista		50,000
Proceeds from issuance of common stock and warrants	2,726,000		3,545,799	6,257,368
Net cash provided by financing activities	5,347,000	7,347,000	17,633,523	8,486,963
Effect of exchange rate changes on cash and cash equivalents	32,000		(76,216)
Net decrease in cash	(122,000)	(304,000)	(828,292)	(1,006,221)
Cash at beginning of period	259,205	1,087,497	1,087,497	2,093,718
Cash at end of period	137,000	783,000	259,205	1,087,497
Supplemental disclosure of cash flow information:
Cash paid for interest			1,095,395	338,393
Cash paid for taxes			10,621	5,113
Non-cash investing and financing activities
Shares issued for Hudson consulting fee		233,000	974,261	166,501
Consideration transferred for acquisition of Vidello		1,662,000	1,661,677
Assets acquired in acquisition of OpenReel		8,393,000		24,484,460
Liabilities assumed in acquisition of OpenReel		3,986,000		3,657,540
Conversion of private placement convertible notes, carried at fair value	2,735,000
Shares issued to J.V.B for payment of outstanding debt	666,000			115,000
Shares issued for 1800 Diagonal Note conversions of debt	392,000
Shares issued to Roth for advisory fee				578,833
Shares issued to GEM				784,943
Shares issued for marketing expenses				334,772
Shares issued to MZHCI for investor relations services				94,800
Shares issued for exercise of Pre-Funded warrants				2,072
Deemed dividend - Series A and Series B warrant modification				418,360
Shares issued to CP BF for debt restructuring				1,287,003
Warrants and pre-funded warrants issued to CP BF for debt restructuring				2,763,161
Premium issued as part of CP BF debt modification				4,079,225
Shares issued to Alco for debt restructuring				1,098,614
Warrants and pre-funded warrants issued to Alco for debt restructuring				7,768,006
Shares issued for payment to Verista		50,000	49,800
Shares issued to Perkins Coie LLP for payment of outstanding debt				919,700
Settlement of GEM commitment fee				200,000
Shares issued to Yorkville for commitment fee				115,800
Derecognition of Cantor fee				4,000,000
Assets acquired in acquisition of Vidello			8,393,172
Liabilities assumed in acquisition of Vidello			3,986,464
Consideration transferred for acquisition of OpenReel				20,826,920
Right-of-use assets obtained in exchange for lease obligations				76,269
Conversion of private placement convertible notes, carried at fair value			4,343,116
Shares issued for payment of outstanding debt			396,110
Shares issued for 1800 Diagonal Note conversions of debt			444,317
Shares issued to Yorkville of aggregate commitment fee				500,000
Issuance of convertible promissory note – GEM				1,000,000
Bifurcated embedded derivative liabilities at issuance – related party				12,000
Conversion of convertible notes - Yorkville				4,130,000
Conversion of convertible notes - related party				2,540,091
Related Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	194,000	336,000	1,177,033
Change in fair value of financial instruments	22,000	45,000
Change in fair value of warrant liability			(2,300)	(572,700)
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense				1,532,475
Change in fair value of financial instruments	$ 608,000	$ 140,000
Change in fair value of warrant liability			$ (1,243,528)	$ (626,000)

Condensed Consolidated Statements of Equity (Deficit) - USD ($)	Total	1800 Diagonal Lending LLC [Member]	3i, LP [Member]	Agile [Member]	CP BF [Member]	Related Party [Member]	Yorkville [Member]	Preferred Stock [Member]	Preferred Stock [Member] Series FE Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Restricted Stock Units [Member]	Common Stock [Member] Private Placement [Member]	Common Stock [Member] 1800 Diagonal Lending LLC [Member]	Common Stock [Member] 3i, LP [Member]	Common Stock [Member] Agile [Member]	Common Stock [Member] CP BF [Member]	Common Stock [Member] Related Party [Member]	Common Stocks [Member]	Common Stocks [Member] Restricted Stock Units [Member]	Common Stocks [Member] 1800 Diagonal Lending LLC [Member]	Common Stocks [Member] 3i, LP [Member]	Common Stocks [Member] Agile [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Restricted Stock Units [Member]	Additional Paid-in Capital [Member] 1800 Diagonal Lending LLC [Member]	Additional Paid-in Capital [Member] 3i, LP [Member]	Additional Paid-in Capital [Member] Agile [Member]	Additional Paid-in Capital [Member] CP BF [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member] Yorkville [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]
Balance, shares at Dec. 31, 2023										12,926
Issuance of shares to Yorkville under the SEPA agreement	$ 880,943																						$ 880,943
Issuance of shares to Yorkville under the SEPA agreement, shares										2,750
Conversion of convertible notes - related party						$ 2,540,091																							$ 2,540,091
Conversion of convertible notes-related party, shares													12,044	128,289	11,639	3,135	89
Stock-based compensation	1,165,680																						1,165,680
Exercise of RSUs to Board of Director members
Exercise of RSUs to board of director members, shares										397
Net loss	(31,513,389)																															(31,513,389)
Balance March 31, 2025 at Dec. 31, 2024	(2,764,000)																						75,516,000									(78,280,000)
Balance, shares at Dec. 31, 2024									1	40,976
Shares issued to Hudson for consulting fee	166,501																						166,501
Shares issued to hudson for consulting fee, shares										225
Shares issued for payment to Verista
Balance at Dec. 31, 2023	(31,876,129)									$ 1													14,890,194									(46,766,324)
Shares issued to GEM	784,943																						784,943
Shares issued to GEM, shares										950
Balance at Dec. 31, 2024	(2,763,802)									$ 4								4					75,515,907									(78,279,713)
Effect of reverse stock split
Effect of reverse stock split, shares										949
Shares issued to Yorkville for convertible notes	4,130,000																						4,130,000
Shares issued to Yorkville for convertible notes, shares										2,271
Shares issued to Yorkville for commitment fee	500,000																						500,000
Shares issued to Yorkville for commitment fee, shares										71
Shares issued to Yorkville for redemption premium							$ 115,800																							$ 115,800
Shares issued to Yorkville for redemption premium, shares										60
Shares issued to Roth for advisory fee	578,833																						578,833
Shares issued to Roth for advisory fee, shares										194
Shares issued for marketing expense	334,772																						334,772
Shares issued for marketing expense, shares										47
Forfeiture of sponsor shares
Forfeiture of sponsor shares, shares										(10)
Issuance of common stock and warrants, net of issuance costs	6,257,368																						6,257,368
Issuance of common stock and warrants, net of issuance costs, shares										523
Incremental fair value of Series A and Series B warrant modification	418,360																						418,360
Deemed dividend - Series A and Series B warrant modification	(418,360)																						(418,360)
Shares issued for exercise of Pre-Funded warrants	866																						866
Shares issued for exercise of pre-funded warrants, shares										866
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement	1,287,003																						1,287,003
Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement, shares										1,654
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										120
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										145
Shares, warrants and pre-funded warrants issued to Alco on settlement of Alco promissory notes	8,866,620																						8,866,620
Shares, warrants and pre-funded warrants issued to Alco on settlement of Alco promissory notes, shares										1,412
Derecognition of Cantor fee	4,000,000																						4,000,000
Class A Shares issued for OpenReel acquisition	1,526,115									$ 1													1,526,114
Class A shares issued for openreel acquisition, shares										4,653
Pre-Funded Warrants issued for OpenReel acquisition	19,300,805																						19,300,805
Series FE Preferred Stock issued for OpenReel acquisition
Series FE Preferred Stock issued for openreel acquisition, shares									1
Conversion of convertible notes - CP BF	216,284																						216,284
Conversion of convertible notes - CP BF, shares										278
Shares issued to Perkins Coie LLP for payment of outstanding debt	919,700									$ 1													919,699
Shares issued to Perkins Coie LLP for payment of outstanding debt, shares										3,000
Shares issued for exercise of pre-funded warrants - HCW PIPE	1,176									$ 1													1,175
Shares issued for exercise of pre-funded warrants - HCW PIPE, shares										5,882
Shares issued for exercise of pre-funded warrants - CP BF	30																						30
Shares issued for exercise of pre-funded warrants - CP BF, shares										1,524
Issuance of shares to Yorkville under the SEPA agreement	7,071,000																						7,071,000
Issuance of shares to Yorkville under the SEPA agreement, shares										24,378
Stock-based compensation	337,000																						337,000
Exercise of RSUs to Board of Director members
Exercise of RSUs to board of director members, shares										1,689
Net loss	(3,644,000)																															(3,644,000)
Balance March 31, 2025 at Mar. 31, 2025	2,944,000																						84,868,000									(81,924,000)
Balance, shares at Mar. 31, 2025								1		72,434
Shares issued to Hudson for consulting fee	232,000																						232,000
Shares issued to hudson for consulting fee, shares										750
Shares issued for payment to Verista	50,000																						50,000
Shares issued for payment to verista, shares										150
Shares issued for Vidello acquisition	1,662,000																						1,662,000
Shares issued for Vidello acquisition, shares										4,491
Shares issued to J.V.B for payment of outstanding debt
Balance December 31, 2024 at Dec. 31, 2024	(2,764,000)																						75,516,000									(78,280,000)
Balance, shares at Dec. 31, 2024									1	40,976
Shares issued under ATM	3,429,257																	9					3,429,248
Shares issued under ATM, shares										90,820
Conversion of convertible notes - related party		$ 457,493	$ 4,343,116	$ 284,000	$ 165,461															$ 1	$ 13	$ 1			$ 457,492	$ 4,343,103	$ 283,999	$ 165,461
Stock-based compensation	2,679,231																						2,679,231
Exercise of RSUs to Board of Director members																			$ 1					$ (1)
Exercise of RSUs to board of director members, shares											10,048
Currency translation adjustment	(85,377)																														(85,377)
Net loss	(22,492,075)																															(22,492,075)
Balance March 31, 2025 at Dec. 31, 2025	$ 8,055,000																	53,000					108,912,000								(85,000)	(100,772,000)
Balance, shares at Dec. 31, 2025	527,317								1	527,317
Shares issued for payment to Verista	$ 49,800																						49,800
Shares issued for payment to verista, shares										150
Shares issued for Vidello acquisition	1,661,677																						1,661,677
Shares issued for Vidello acquisition, shares										4,491
Balance at Dec. 31, 2024	(2,763,802)									$ 4								4					75,515,907									(78,279,713)
Shares issued to Yorkville under the SEPA	18,603,220																	15					18,603,205
Issuance of shares to yorkville under the SEPA ,shares										144,100
Shares issued to FE																		6					(6)
Shares issued to FE, shares										58,831
Shares issued to GEM	329,996																						329,996
Shares issued to GEM, shares												3,212
Shares issued for payment to Hudson	974,261																						974,261
Shares issued for payment to hudson, shares										6,530
Shares issued for payment to Houlihan	30,810																						30,810
Shares issued for payment to houlihan, shares										650
Shares issued for payment to Perkins Coie	365,300																	2					365,298
Shares issued for payment to Perkins Coie, shares										6,500
Shares issued for payment to Acorn	22,632																						22,632
Shares issued for payment to Acorn, shares										658
Exercise of warrants																		1					(1)
Exercise of warrants, shares										5,244
Balance at Dec. 31, 2025	8,055,001																	53					108,912,113								(85,377)	(100,771,788)
Premium issued as part of CP BF debt modification
Shares issued to J.V.B for payment of outstanding debt
Derecognition of Cantor fee
Issuance of shares to Yorkville under the SEPA agreement	697,000																						697,000
Issuance of shares to Yorkville under the SEPA agreement, shares										31,750
Shares issued under ATM	2,636,000																						2,636,000
Shares issued under ATM, shares										107,258
Conversion of convertible notes - related party		$ 392,000	$ 2,735,000	$ 666,000																					$ 392,000	$ 2,735,000	$ 666,000
Conversion of convertible notes-related party, shares													23,813	143,802	29,306
Stock-based compensation	1,308,000																						1,308,000
Exercise of RSUs to Board of Director members
Exercise of RSUs to board of director members, shares										4,109
Currency translation adjustment	25,000																														25,000
Net loss	(8,417,000)																															(8,417,000)
Balance March 31, 2025 at Mar. 31, 2026	$ 8,097,000																						$ 117,346,000								$ (60,000)	$ (109,189,000)
Balance, shares at Mar. 31, 2026	867,355								1	867,355
Shares issued to J.V.B for payment of outstanding debt	$ 666,000

Debt (Details Narrative Nine)		3 Months Ended	12 Months Ended
Debt (Details Narrative Nine)	Dec. 03, 2025 USD ($)	Mar. 31, 2026 Tradingday	Dec. 31, 2025	Feb. 05, 2024 USD ($)
Debt Instrument [Line Items]
Aggregate principal amount				$ 4,500,000
Boot Capital [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 115,000
Proceeds from issuance of secured debt	100,000
Original issue discount	$ 15,000
Debt instrument, maturity date	Aug. 30, 2026
Interest rate	14.00%
Percentage of common stock shares convertible		4.99%	4.99%
Debt instrument, convertible terms		The Boot Capital Note becomes 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 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 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 Boot Capital Note becomes 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 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 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.
Thresold trading days \| Tradingday		10

Schedule of Components of Lease Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Operating lease expense	$ 30,000	$ 145,674
Sublease income		(117,084)
Total lease (income) expense	$ 30,000	$ 28,590

Summary of Changes in Fair Value of Private Placement Warrant Liability (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	$ 296,000
Balance at December 31, 2025		$ 296,000
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	295,603
Change in fair value	395,000	(1,228,906)
Balance at December 31, 2025	1,250,000	295,603
February Warrant [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Loss on issuance	$ 559,000
June Warrant [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Loss on issuance		361,000
August Warrant [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Loss on issuance		356,000
October Warrant [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Loss on issuance		$ 807,509

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Accrued accounting and professional services costs	$ 2,211,000	$ 2,365,081	$ 2,419,829
Sales tax payable	170,000	250,672	452,508
Excise tax payable	224,000	223,717	223,717
Provision for tax payable	568,000	577,726
Accrued payroll and benefit costs	447,000	439,693	207,970
Accrued legal costs	169,000	167,936	315,764
Accrued subscription costs	76,000	53,369	46,759
Accrued streaming service costs	53,000	51,000
Other current liabilities	150,000	224,186	173,163
Total accrued expenses and other current liabilities	$ 4,068,000	$ 4,353,943	$ 3,891,018

Schedule of Equity (Details) - shares	Mar. 31, 2026	Dec. 31, 2025	Mar. 31, 2025	Dec. 31, 2024
Preferred Stock, Authorized	75,000,000	75,000,000	75,000,000	75,000,000
Preferred Stock, Issued	1	1	1	1
Preferred Stock, Outstanding	1	1	1	1
Common Stock, Authorized	275,000,000	275,000,000	275,000,000	275,000,000
Issued	867,355	527,317	527,317	40,976
Common Stock, Outstanding	867,355	527,317	527,317	40,976
Authorized	350,000,001	350,000,001
Common Stock, Issued	867,355	527,317
Outstanding	867,355	527,317
Series FE Preferred Stock [Member]
Preferred Stock, Authorized	1	1
Preferred Stock, Issued				1
Preferred Stock, Outstanding
Common Class A [Member]
Common Stock, Authorized	250,000,000	250,000,000	250,000,000	250,000,000
Issued	855,799	515,761	515,761	29,420
Common Stock, Outstanding	855,799	515,761	515,761	29,420
Common Class B [Member]
Common Stock, Authorized	25,000,000	25,000,000	25,000,000	25,000,000
Issued	11,556	11,556	11,556	11,556
Common Stock, Outstanding	11,556	11,556	11,556	11,556
Preferred Stock [Member]
Preferred Stock, Authorized	75,000,000	75,000,000
Preferred Stock, Issued
Preferred Stock, Outstanding
Outstanding			1
Preferred Stock [Member] \| Series FE Preferred Stock [Member]
Outstanding	1	1		1

Debt (Details Narrative Four) - USD ($)			1 Months Ended	2 Months Ended	3 Months Ended
Debt (Details Narrative Four) - USD ($)	Oct. 14, 2025	Sep. 05, 2024	Oct. 31, 2024	Dec. 31, 2025	Mar. 31, 2026
CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Shares issued upon conversion of option, value			$ 216,284	$ 165,461
Common Class A [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Share issued		350	278	3,135
Purchase price per share			$ 778.00
Common Class A [Member] \| Minimum [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Purchase price per share				$ 54.20
Shares issued upon conversion of option, value				$ 165,000
Common Class A [Member] \| Maximum [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Purchase price per share				$ 55.00
CP BF Letter Agreement [Member]
Debt Instrument [Line Items]
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 $50.00. 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.				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 $50.00. The CP BF Letter Agreement
Monthly installments	$ 2,000,000
Minimum redemption notice period	60 days
Gross proceeds from issuance of shares	$ 10,000,000
Percentage of converted shares register in regulatory authority	100.00%
CP BF Letter Agreement [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Monthly installments	$ 2,000,000
CP BF Letter Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Floor price	$ 0.00
Percentage of aggregate daily trading volume limit to sell or convert amount of shares	5.00%
Percentage of conversion price	120.00%
CP BF Letter Agreement [Member] \| Common Class A [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Percentage of conversion price	95.00%

Summary of Property and Equipment (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Line Items]
Less: accumulated depreciation	$ (4,536)	$ (30,935)
Property and equipment, net	8,246	3,539
Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Computers and equipment	$ 12,782	$ 34,474

- Definition

Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ 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/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Summary of Preliminary Fair Value of the Consideration Transferred (Details) - Vidello Limited [Member]	Jan. 31, 2025 USD ($)
Business Combination [Line Items]
Business combination cash paid at closing	$ 2,745,031
Business combination total consideration paid	6,267,747
Business combination fair value of holdback amount	1,861,039
Common Stock [Member]
Business Combination [Line Items]
Business combination 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

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

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Related Party Transactions

5. Related Party Transactions

Debt Restructuring Agreement with CP BF

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 11 – Debt, for further details related to the transaction and associated balances.

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 December 31, 2025, there is no remaining balance outstanding related to this liability.

Legacy Banzai Related Party Transactions

During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 12 – Debt for further details related to these transactions and associated balances.

Debt Restructuring Agreement with CP BF

On September 5, 2024, the Company and CP BF agreed to amend the outstanding balance of all debt previously in the form of 1one term note and 2two convertible notes into 1one 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 12 – 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 year ended December 31, 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

+ Details

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

The Company estimates an annual effective tax rate of 19% for the year ended December 31, 2026. The effective tax rate for the three months ended March 31, 2026 is 0.63%. 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%. Due to the Company’s history of net losses from historical operations in the U.S., there is no income tax benefit being recorded in relation to the Company’s pre-tax book loss in the U.S. taxing jurisdiction. Therefore, no U.S. 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 U.S. 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 March 31, 2026, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized.

17. Income Taxes

Components of net loss before income taxes are as follows:


	Year Ended December 31,
Components of net loss before income taxes:	2025			2024
United States	$	(22,673,927	)	$	(31,513,389	)
Foreign		242,469			—

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:

	Amount			% of Pretax Income
US Federal Statutory Tax Rate	$	(4,710,559	)		21.00	%
State and Local Income Taxes, Net of Federal Income Tax Effect		—			0.00	%
Foreign Tax Effects
United Kingdom
Statutory tax rate difference between United Kingdom and United States		9,699			-0.04	%
Effect of Changes in Tax Laws or Rate Enacted in the Current Period
Effect of Cross-Border Tax Laws		18,900			-0.09	%
Tax Credits
R&D Credits		(15,243	)		0.07	%
Change in valuation allowance		3,149,702			-14.04	%
Change in state tax rate, value
Change in state tax rate, percentage
Non-deductible interest – IRC 163(l), value
Non-deductible interest – IRC 163(l), percentage
Non-deductible transaction/restructuring costs, value
Non-deductible transaction/restructuring costs, percentage
Nondeductible warrant issuance expense, value
Nondeductible warrant issuance expense, percentage
Impairment of goodwill, value
Impairment of goodwill, percentage
Other non-deductible expenses, value
Other non-deductible expenses, percentage
Nontaxable or Nondeductible Items:
Change in Fair Value Estimates		(602,735	)		2.76	%
Loss on Conversion – 163(l)		1,528,553			-6.81	%
Stock Compensation Adjustments		293,474			-1.34	%
Other		388,826			-1.79	%
Effective tax rate	$	60,617			-0.28	%

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the period ended December 31, 2024 consists of the following:

Statutory federal income tax benefit	$	(6,617,812	)	21.0	%
State taxes, net of federal tax benefit		(463,682	)	1.5	%
Change in valuation allowance		2,968,883		-9.4	%
Change in state tax rate		16,101		-0.1	%
Change in fair value estimates		(107,489	)	0.3	%
Non-deductible interest – IRC 163(l)		516,624		-1.6	%
Non-deductible transaction/restructuring costs		—		0.0	%
Loss on debt conversion and extinguishment		2,935,747		-9.3	%
Nondeductible warrant issuance expense		—		0.0	%
Impairment of goodwill		612,511		-1.9	%
Other non-deductible expenses		139,117		-0.5	%
Effective tax rate	$	—		-0.1	%

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

	2025			2024
	Year Ended December 31,
	2025			2024
Current:
Federal	$	—		$	—
State		—			—
Foreign		214,398			—
Total current		214,398			—
Deferred:
Federal		—			—
State		—			—
Foreign		(153,781	)		—
Total deferred		(153,781	)		—
Total	$	60,617		$	—

The amounts of cash income taxes paid (received) by the Company for the year ended December 31, 2025 were as follows:


Federal	$	—
State and local		—
Foreign		—
Income taxes, net of amounts refunded	$	—

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

	2025			2024
	As of December 31,
	2025			2024
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	15,736,074		$	12,347,734
Contribution carryforwards		8,803			23,718
Tax credits		175,785			91,889
Stock-based compensation		284,981			157,165
Accrual to cash adjustment		—			—
Startup costs and other intangibles		1,618,932			1,700,257
Acquired intangibles		(1,953,499	)		(870,569	)
Lease liabilities		13,030			16,339
Right-of-use assets		(12,830	)		(16,308	)
Accrued expenses		664,106			651,519
Capitalized R&D costs (Sec. 174)		1,959,520			1,930,337
Other		66,496			8,182
Deferred tax assets		18,561,398			16,040,263
Valuation allowance		(19,679,073	)		(16,040,263	)
Deferred tax assets (liabilities), net of allowance	$	(1,170,469	)	$	—

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $65,375,600 and $35,660,700, respectively. As of December 31, 2025 the company has no foreign net operating loss carryforwards. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $50,966,400 and $28,244,800, respectively. Federal losses of $180,000 begin to expire in 2036 and $65,195,600 of the federal losses carryforward indefinitely. State losses of $22,175,100 begin to expire in 2031 and $13,485,600 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

The Company has determined, based upon available evidence, that it is more likely than not that all of the U.S. net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its U.S. net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. During the period, the Company acquired its UK subsidiary, which generated intangible assets for U.S. GAAP, for which the Company has no tax basis in. Additionally, the UK company has historically generated taxable income, and has no positive evidence that would warrant a valuation allowance. As such, the Company has recorded a deferred tax liability for its UK subsidiary. Also, none of the GAAP basis of Goodwill recorded in relation to the Vidello, Ltd. acquisition is deductible for tax purposes.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA), which includes several changes to U.S. federal income tax law, including temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. Significant provisions for corporate taxpayers include permanent 100% bonus depreciation for qualified property, immediate expensing of domestic R&D expenditures, and changes to the limitation on business interest expense deductions under Section 163(j). None of these provisions have a material impact on the Company’s 2025 income tax provision.

The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2025, and 2024. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025, and 2024.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, the 2018 and subsequent tax years related to all US jurisdictions remain open.

The Company has no open tax audits with any taxing authority as of December 31, 2025.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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+ Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Changes in Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance at December 31, 2025	$	41
Change in provision for credit losses		(15	)
Balance at March 31, 2026	$	26

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance - December 31, 2024	$	24,210
Change in provision for credit losses		17,131
Balance - December 31, 2025	$	41,341

Schedule of Basic and Diluted Net Loss Per Share

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

	For the Three Months Ended March 31,
	2026			2025
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(8,417	)	$	(3,644	)

Denominator:
Weighted average shares—basic and diluted (in thousands)		720			120
Net loss per share attributable to common shareholders—basic and diluted	$	(11.69	)	$	(30.37	)

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

	For the Year Ended December 31,
	2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(22,492,075	)	$	(31,095,029	)

Denominator:
Weighted average shares—basic and diluted		189,150			22,291
Net loss per share attributable to common shareholders—basic and diluted	$	(118.91	)	$	(1,394.94	)

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 that could potentially be dilutive in future periods are as follows:

	As of March 31,
	2026		2025
Options		628		128
RSUs		26,708		13,039
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		100,716		22,638
Placement agent warrant shares		14,912		525
Pre-funded warrants		—		—
Total		144,197		37,563

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


	As of December 31,
	2025		2024
Options		627		129
RSUs		20,695		1,704
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		36,800		22,639
Placement agent warrant shares		3,591		525
Pre-funded warrants		—		—
Total		62,952		26,230
Antidilutive Securities		62,952		26,230

Organization (Details Narrative)		3 Months Ended	12 Months Ended
Organization (Details Narrative)	Jun. 27, 2025	Mar. 31, 2026	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporated date		Sep. 30, 2015	Sep. 30, 2015
Stockholders equity, reverse stock split	1-for-10		On August 29, 2024, 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 “2024 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. The Class B Common Stock was not affected by the 2024 Reverse Stock Split.

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

Summary of Goodwill

The following is a summary of goodwill by reportable segment as of and for the three months ended March 31, 2026:

	Banzai Operating Co.		Vidello		OpenReel		Consolidated
Goodwill – December 31, 2025	$	2,172	$	3,019	$	16,801	$	21,992
Goodwill – March 31, 2026	$	2,172	$	3,019	$	16,801	$	21,992

The following is a summary of goodwill by reportable segment as of and for the year ended December 31, 2025:

Summary of Goodwill

	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 – December 31, 2025	$	2,171,526	$	3,019,246	$	16,800,949	$	21,991,721

Schedule of Identifiable Intangible Assets Subject to Amortization

Intangible assets subject to amortization consist of the following:

	Estimated Useful Life (years):	March 31, 2026
Customer relationships	6 - 7	$	1,140
Trade name	10 - 15		1,637
Technology	6 - 8		6,425
Intangible assets, gross			9,202
Less: Accumulated amortization			(1,465	)
Intangible assets, net		$	7,737

Intangible assets subject to amortization consist of the following:

	Estimated Useful Life (years):	December 31, 2025
Customer relationships	6 - 7	$	1,139,710
Trade name	10 - 15		1,637,100
Technology	6 - 8		6,425,010
Intangible assets, gross			9,201,820
Less: Accumulated amortization			(1,174,429	)
Intangible assets, net		$	8,027,391

Schedule of Expected Amortization Expense


Remainder of 2026	$	911
2027		1,215
Year 1		1,215
2028		1,215
Year 2		1,215
2029		1,215
Year 3		1,215
2030		1,206
Year 4		1,206
Year 5
Thereafter		1,975
Total	$	7,737


2026	$	1,214,920
2027		1,214,920
2028		1,214,920
2029		1,214,920
2030		1,205,547
Thereafter		1,962,162
Total	$	8,027,391

- Definition

Tabular disclosure of goodwill.

+ References

Reference 1: 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

Reference 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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

+ Details

Stock-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity under the 2021 Equity Incentive Plan (“Plan”) during the three months ended March 31, 2026 is as follows:

Summary of Stock Option Activity

	Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2025		628	$	6,874.80		8.64	$	—
Forfeited		—		1,170.00		—		—
Outstanding at March 31, 2026		628		6,901.20		8.40		—
Exercisable at March 31, 2026		203	$	12,959.60		7.90	$	—

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

Summary of Stock Option Activity

	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2024		129		$	32,366.00		8.52	$	—
Granted		503			4,209.00		—		—
Expired		(2	)		49,593.20		—		—
Forfeited		(3	)		34,009.40		—		—
Outstanding at December 31, 2025		627		$	6,874.80		8.64		—
Exercisable at December 31, 2025		196		$	12,206.99		8.15	$	—

Summary of Activity with Respect Status of, RSUs

Summary of RSU Activity

	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025		20,695		$	149.00
Granted		44,557			21.96
Vested		(38,304	)		36.84
Forfeited		(240	)		206.00
Outstanding at March 31, 2026		26,708		$	71.77

A summary of the activity with respect to, and status of, RSUs during the year ended December 31, 2025 is presented below:

	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024		1,704		$	348.00
Granted		29,777			140.60
Vested		(10,048	)		238.20
Forfeited		(738	)		169.80
Outstanding at December 31, 2025		20,695		$	149.00

Summary of Assumptions Used to Compute Fair Value

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

	Year Ended December 31,
	2025		2024
Stock price	N/A	$	2,920.00 - 6,100.00
Exercise price	N/A	$	2,920.00 - 50,000.00
Expected volatility	N/A		61.00 - 62.12	%
Expected term (in years)	N/A		5.61 - 6.08
Risk-free interest rate	N/A		4.20 - 4.45	%

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Debt Instrument [Line Items]

Schedule of 2024 CP BF Convertible Note

The following table presents the 2024 CP BF Convertible Note as of March 31, 2026 and December 31, 2025:

Summary of Convertible Notes

	March 31, 2026			December 31, 2025
	As of
	March 31, 2026			December 31, 2025
Face value of the CP BF convertible notes	$	8,759		$	8,759
Debt premium, net		—			—
Carrying value of the CP BF convertible notes		8,759			8,759
Accrued interest		1,752			1,558
Prepayments made		(5,012	)		(5,012	)
Conversions		(382	)		(382	)
Total CP BF convertible notes and accrued interest	$	5,117		$	4,923

The following table presents the 2024 CP BF Convertible Note as of December 31, 2025 and 2024:

Schedule of 2024 CP BF Convertible Note

	2025			2024
	As of December 31,
	2025			2024
Face value of the CP BF convertible notes	$	8,758,775		$	8,758,775
Debt premium, net		—			11,066
Carrying value of the CP BF convertible notes		8,758,775			8,769,841
Accrued interest		1,557,558			369,459
Prepayments made		(5,011,987	)		(283,315	)
Conversions		(381,745	)		(216,284	)
Total CP BF convertible notes and accrued interest	$	4,922,601		$	8,639,701

Schedule of Private Placement Offerings

	Private Placement Notes										Private Placement Warrants
Closing Date	Note Issued by the Company	Maturity Date of the Note	Original Principal Amount of the Note		Net Proceeds Received by the Company		Initial Conversion Price per Share		Initial Conversion Floor Price per Share		Warrants Issued by the Company	Number of Buyer Warrants Issued by the Company		Initial Buyer Warrant Exercise Price per Share
June 30, 2025	June 3i Note	June 30, 2026	$	2,200	$	1,725	$	50.00	$	2.20	June Warrant		3,357	$	50.00
August 19, 2025	August 3i Note	September 19, 2026		2,200	$	1,762	$	50.00	$	22.00	August Warrant		6,306	$	50.00
October 8, 2025	October 3i Note	October 8, 2026		2,500	$	2,011	$	50.00	$	12.40	October Warrant		10,000	$	50.00
February 13, 2026	February 3i Note	February 13, 2027		2,333	$	1,879	$	22.20	$	5.080	February Warrant		21,021	$	22.20
Total			$	9,233	$	7,377							50,684

Schedule of Private Placement Offering

	Private Placement Notes										Private Placement Warrants
Closing Date	Note Issued by the Company	Maturity Date of the Note	Original Principal Amount of the Note		Net Proceeds Received by the Company		Initial Conversion Price per Share		Initial Conversion Floor Price per Share		Warrants Issued by the Company	Number of Buyer Warrants Issued by the Company		Initial Buyer Warrant Exercise Price per Share
June 30, 2025	June 3i Note	June 30, 2026	$	2,200,000	$	1,725,000	$	50.00	$	2.20	June Warrant		3,357	$	50.00
August 19, 2025	August 3i Note	September 19, 2026	$	2,200,000	$	1,762,000	$	50.00	$	22.00	August Warrant		6,306	$	50.00
October 8, 2025	October 3i Note	October 8, 2026	$	2,500,000	$	2,010,909	$	50.00	$	12.40	October Warrant		10,000	$	50.00
Total			$	6,900,000	$	5,497,909							393,231

Agile Term Notes [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following presents the Agile Notes for the three months ended March 31, 2026:

Summary of Notes

	Agile Term Notes
Balance at December 31, 2025	$	1,728
Issuance of Agile term notes		90
Loss on issuance		30
Conversions		(660	)
Repayments in cash
Change in fair value		111
Balance at March 31, 2026	$	1,299

Outstanding principal balance as of March 31, 2026	$	1,269
Accrued interest as of March 31, 2026	$	—

The following presents the Agile Notes for the year ended December 31, 2025:

Schedule of Notes

	Agile Term Notes
Balance at December 31, 2024		3,143,000
Issuance of Agile term notes		4,262,500
Loss on issuance		110,500
Loss on extinguishment		2,402,732
Repayments in cash		(8,079,300	)
Conversions		(284,000	)
Change in fair value		173,055
Balance at December 31, 2025	$	1,728,487

Outstanding principal balance as of December 31, 2025	$	1,839,433
Accrued interest as of December 31, 2025	$	—

1800 Diagonal Notes [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following table presents the 1800 Diagonal Notes three months ended March 31, 2026:

Summary of Notes

	1800 Diagonal
Balance at December 31, 2025	$	747
Issuance of convertible notes		414
Loss on debt issuance		19
Repayments in cash		(54	)
Change in fair value		95
Conversions		(385	)
Balance at March 31, 2026	$	836

Outstanding principal balance as of March 31, 2026	$	703
Accrued interest as of March 31, 2026	$	72

Private Placement Offering 3 LLP [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following table presents the Private Placement Convertible Notes as of March 31, 2026:

Summary of Notes

	3i, LP Notes
Balance as of December 31, 2025	$	1,856
Issuance of Private Placement Convertible Notes		2,121
Loss on debt issuance		1,039
Change in fair value		(391	)
Conversions		(2,735	)
Balance as of March 31, 2026	$	1,890

Outstanding principal balance as of March 31, 2026	$	1,556
Accrued interest as of March 31, 2026	$	155

Boot Capital [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following table presents the Boot Capital Convertible Note as of March 31, 2026:

Summary of Notes

	Boot Capital
Balance at December 31, 2025	$	116
Change in fair value		7
Balance at March 31, 2026	$	123

Outstanding principal balance as of March 31, 2026	$	100
Accrued interest as of March 31, 2026	$	14

The following table presents the Private Placement Convertible Notes as of December 31, 2025:

Schedule of Notes

	Boot Capital
Balance at December 31, 2024	$	—
Issuance of convertible notes		100,000
Loss on debt issuance		12,611
Repayments in cash		—
Change in fair value		3,225
Conversions		—
Balance at December 31, 2025	$	115,836

Outstanding principal balance as of December 31, 2025	$	115,000
Accrued interest as of December 31, 2025	$	1,670

Diagonal Convertible Notes [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following table presents the 1800 Diagonal Notes year ended December 31, 2025:

Schedule of Notes

	1800 Diagonal
Balance at December 31, 2024	$	432,000
Issuance of convertible notes		1,297,200
Loss on debt issuance		140,215
Repayments in cash		(615,457	)
Change in fair value		(49,478	)
Conversions		(457,493	)
Balance at December 31, 2025	$	746,987

Outstanding principal balance as of December 31, 2025	$	721,938
Accrued interest as of December 31, 2025	$	71,015

3i, LP [Member]

Debt Instrument [Line Items]

Schedule of Notes

The following table presents the Private Placement Convertible Notes as of December 31, 2025:

Schedule of Notes

	3i, LP Notes
Balance at December 31, 2024		-
Issuance of Private Placement Convertible Notes	$	6,450,000
Loss on debt issuance		3,349,000
Repayments in cash		(1,291,516	)
Change in fair value		(2,308,368	)
Conversions		(4,343,116	)
Balance as of December 31, 2025	$	1,856,000

Outstanding principal balance as of December 31, 2025	$	1,709,091
Accrued interest as of December 31, 2025	$	170,909

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Accrued accounting and professional services costs	$ 2,211,000	$ 2,365,081	$ 2,419,829
Sales tax payable	170,000	250,672	452,508
Excise tax payable	224,000	223,717	223,717
Provision for tax payable	568,000	577,726
Accrued payroll and benefit costs	447,000	439,693	207,970
Accrued legal costs	169,000	167,936	315,764
Accrued subscription costs	76,000	53,369	46,759
Accrued streaming service costs		51,563	51,308
Other current liabilities	150,000	224,186	173,163
Total accrued expenses and other current liabilities	$ 4,068,000	$ 4,353,943	$ 3,891,018

Accrued and Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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

	March 31, 2026		December 31, 2025
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,211	$	2,365
Sales tax payable		170		251
Excise tax payable		224		224
Provision for tax payable		568		578
Accrued payroll and benefit costs		447		440
Accrued legal costs		169		168
Accrued subscription costs		76		53
Accrued streaming service costs		53		51
Other current liabilities		150		224
Total accrued expenses and other current liabilities	$	4,068	$	4,354

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

	December 31, 2025		December 31, 2024
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,365,081	$	2,419,829
Sales tax payable		250,672		452,508
Excise tax payable		223,717		223,717
Provision for tax payable		577,726		—
Accrued payroll and benefit costs		439,693		207,970
Accrued legal costs		167,936		315,764
Accrued subscription costs		53,369		46,759
Accrued streaming service costs		51,563		51,308
Other current liabilities		224,186		173,163
Total accrued expenses and other current liabilities	$	4,353,943	$	3,891,018

Summary of Notes (Details) - USD ($)	3 Months Ended		12 Months Ended
Summary of Notes (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Loss on debt issuance	$ 49,000	$ 274,000	$ 444,000	$ 653,208
Agile Term Notes [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	1,728,487	$ 3,143,000	3,143,000
Issuance of Private Placement Convertible Notes	90,000		4,262,500
Loss on debt issuance	30,000		110,500
Conversions	(660,000)		284,000
Repayments in cash			(8,079,300)
Change in fair value	111,000		173,055
Balance at March 31, 2026	1,299,000		1,728,487	$ 3,143,000
Outstanding principal balance as of March 31, 2026	1,269,000		1,839,433
Accrued interest as of March 31, 2026
1800 Diagonal Notes [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	747,000
Issuance of Private Placement Convertible Notes	414,000
Loss on debt issuance	19,000
Conversions	(385,000)
Repayments in cash	(54,000)
Change in fair value	95,000
Balance at March 31, 2026	836,000		747,000
Outstanding principal balance as of March 31, 2026	703,000
Accrued interest as of March 31, 2026	72,000
Private Placement Offering 3 LLP [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	1,856,000
Issuance of Private Placement Convertible Notes	2,121,000
Loss on debt issuance	1,039,000
Conversions	(2,735,000)
Change in fair value	(391,000)
Balance at March 31, 2026	1,890,000		1,856,000
Outstanding principal balance as of March 31, 2026	1,556,000
Accrued interest as of March 31, 2026	155,000
Boot Capital [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	116,000
Change in fair value	7,000
Balance at March 31, 2026	123,000		$ 116,000
Outstanding principal balance as of March 31, 2026	100,000
Accrued interest as of March 31, 2026	$ 14,000

Organization

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [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.

1. Organization

The Business

Reverse Stock Splits

On August 29, 2024, 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 “2024 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. 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.

On April 28, 2026, 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 “2026 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-20 effective on May 8, 2026.

No cash or fractional shares were issued in connection with the 2024 Reverse Stock Split, 2025 Reverse Stock Split, and the 2026 Reverse Stock Split (collectively, the “Reverse Stock Splits”) 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. The par value per share remained unchanged, and the reduction in the Common Stock account was credited to Additional Paid-in Capital. No change was made to total shareholders’ equity as a result of the Reverse Stock Splits. 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 and Class B Common Stock share and per share information included in this prospectus has been retroactively adjusted to reflect the impact of the Reverse Stock Splits.

Smaller Reporting Company

The Company is an “smaller reporting company,” as defined by SEC rules, and it may take advantage of reduced financial statement disclosure requirements in our SEC filings. Therefore, the Company’s financial statements may not be comparable to certain public companies.

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 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 March 31, 2026 and 2025:

Summary of Revenue by Region

	Amount		Percentage of Revenue			Amount		Percentage of Revenue
	Three Months Ended March 31,
	2026					2025
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,115		78	%	$	2,612		77	%
Europe, Middle East and Africa (EMEA)		441		16	%		556		17	%
Asia Pacific		140		5	%		211		6	%
Total	$	2,696		99	%	$	3,379		100	%

The following table summarizes revenue by region based on the billing address of customers for the years ended December 31, 2025 and 2024:

Summary of Revenue by Region

	Year Ended December 31,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	9,193,173		76	%	$	2,564,074		57	%
Europe, Middle East and Africa (EMEA)		1,066,254		9	%		1,492,561		33	%
Asia Pacific		1,901,992		15	%		471,244		10	%
Total	$	12,161,419		100	%	$	4,527,879		100	%

Summary of Accounts Receivable, Net

The following table summarizes accounts receivable, net as of the dates presented:

Summary of Accounts Receivable, Net

Balance – December 31, 2025			709
Balance – March 31, 2026			668

The following table summarizes accounts receivable, net as of the dates presented:

Summary of Accounts Receivable, Net

Balance – January 1, 2024	$	105,049
Balance – December 31, 2024		936,321
Balance – December 31, 2025		709,203

Summary of Activity Related to Costs to Obtain Contract

The following summarizes the activity related to costs to obtain a contract during the three months ended March 31, 2026 and 2025:

Balance – December 31, 2025	$	96
Commissions incurred		161
Deferred commissions recognized		(103	)
Balance – March 31, 2026	$	154

Balance – December 31, 2024	$	32
Commissions incurred		57
Deferred commissions recognized		(50	)
Balance – March 31, 2025	$	39

Commission expenses were $466,951 and $193,995 for the years ended December 31, 2025 and 2024, respectively. The following summarizes the activity related to costs to obtain a contract during the years ended December 31, 2025 and 2024:

Balance – December 31, 2023	$	51,472
Commissions incurred		180,141
Deferred commissions recognized		(200,109	)
Balance – December 31, 2024		31,504
Commissions incurred		286,311
Deferred commissions recognized		(221,609	)
Balance – December 31, 2025	$	96,206

Summary of Changes in Total Deferred Revenue

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

	Three Months Ended			Year Ended
	March 31, 2026			December 31, 2025
Total deferred revenue, beginning of period	$	3,736		$	4,052
Billings		2,624			9,487
Revenue recognized (prior year deferred revenue)		(1,658	)		(3,868	)
Revenue recognized (current year deferred revenue)		(1,038	)		(6,383	)
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)		—			448
Total deferred revenue, end of period	$	3,664		$	3,736

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


	Year Ended December 31,
	2025			2024
Total deferred revenue, beginning of period	$	4,052,270		$	1,214,096
Billings		9,487,029			4,362,730
Revenue recognized (prior year deferred revenue)		(3,867,853	)		(1,214,096	)
Revenue recognized (current year deferred revenue)		(6,383,159	)		(3,091,333	)
Acquired deferred revenue of OpenReel (see Note 4 – Acquisitions)		—			2,780,873
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)		447,966			—
Total deferred revenue, end of period	$	3,736,253		$	4,052,270

Segment Reporting (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

Summary of Information About Reported Segments

The table below presents information about segments for the three months ended March 31, 2026:

Three months ended March 31, 2026
	Banzai Operating			OpenReel		Vidello			Total Consolidated
Revenue	$	1,026		$	1,376	$	294		$	2,696
Cost of revenue		390			64		67			521
Gross profit		636			1,312		227			2,175

Expenses
People		1,944			1,033		119			3,096
Marketing and advertising		369			51		113			533
Technology		180			37		13			230
Other segment expenses¹		184			36		4			224
Total expenses		2,677			1,157		249			4,083
Segment Adjusted EBITDA		(2,041	)		155		(22	)		(1,908	)
Transaction, PubCo. Expenses and Stock-based compensation		3,567			-		-			3,567
Adjusted EBITDA	$	(5,608	)	$	155	$	(22	)	$	(5,475	)

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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

The table below presents information about segments for the three months ended March 31, 2025:

	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Three months ended March 31, 2025
	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Revenue	$	1,160		$	1,441	$	778	$	3,379
Cost of revenue		377			74		155		606
Gross profit		783			1,367		623		2,773

Expenses
People		2,204			90		—		2,294
Marketing and advertising		795			39		103		937
Technology		276			519		27		822
Other segment expenses²		369			20		73		462
Total expenses		3,644			668		203		4,515
Segment Adjusted EBITDA		(2,861	)		699		420		(1,742	)
Transaction, PubCo. Expenses and Stock-based compensation		2,616			302		—		2,918
Adjusted EBITDA	$	(5,477	)	$	397	$	420	$	(4,660	)

¹	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions and therefore does not represent activity for the full three month period.

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.

The table below presents information about segments for the year ended December 31, 2025:

Year ended December 31, 2025
	Banzai Operating			OpenReel			Vidello		Total Consolidated
Revenue	$	4,426,868		$	5,473,389		$	2,261,162	$	12,161,419
Cost of revenue		1,476,701			310,362			401,520		2,188,583
Gross profit		2,950,167			5,163,027			1,859,642		9,972,836

Expenses
People		6,254,527			4,545,813			393,025		11,193,365
Marketing and advertising		2,160,168			155,237			558,059		2,873,464
Technology		926,334			272,926			83,839		1,283,099
Other segment expenses¹		2,223,686			535,823			198,407		2,957,915
Total expenses		11,564,715			5,509,799			1,233,330		18,307,843
Segment Adjusted EBITDA		(8,614,548	)		(346,772	)		626,312		(8,335,007	)
Transaction, PubCo. Expenses and Stock-based compensation		8,819,671			71,320			88,511		8,979,501
Adjusted EBITDA	$	(17,434,219	)	$	(418,092	)	$	537,801	$	(17,314,508	)

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

	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Year ended December 31, 2024
	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Revenue	$	4,305,429		$	222,450	$	—	$	4,527,879
Cost of revenue		1,407,564			14,978		—		1,422,542
Gross profit		2,897,865			207,472		—		3,105,337

Expenses
People		6,209,488			17,642		—		6,227,130
Marketing and advertising		1,587,085			5,020		—		1,592,105
Technology		861,775			112,429		—		974,204
Other segment expenses²		811,519			6,856		—		818,375
Total expenses		9,469,867			141,947		—		9,611,814
Segment Adjusted EBITDA		(6,572,002	)		65,525		—		(6,506,477	)
Transaction, PubCo. Expenses and Stock-based compensation		6,912,309			—		—		6,912,309
Adjusted EBITDA	$	(13,484,311	)	$	65,525	$	—	$	(13,418,786	)

¹	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions 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.

Summary of Reconciliation Between Reportable Segment Adjusted EBITDA 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 March 31, 2026, and 2025 is as follows:

	March 31, 2026			March 31, 2025
EBITDA by segment
Banzai Operating Co.	$	(5,608	)	$	(5,477	)
OpenReel		155			397
Vidello		(22	)		420
Total		(5,475	)		(4,660	)

Reconciliation to loss before income taxes:
Interest income		(3	)		—
Interest expense		9			—
Interest expense – related party		194			358
Depreciation and amortization expense		305			247
Gain on extinguishment of liabilities, net		6			(2,573	)
Loss on Yorkville SEPA advances		28			385
Loss on debt issuance		1,647			274
Changes in fair value of financial instruments		258			344
Other		550			(125	)
Loss before income taxes	$	(8,469	)	$	(3,570	)

A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the years ended December 31, 2025, and 2024 is as follows:

	December 31, 2025			December 31, 2024
EBITDA by segment
Banzai Operating Co.	$	(17,434,219	)	$	(13,484,311	)
OpenReel		(418,092	)		65,525
Vidello		537,801			—
Total		(17,314,510	)		(13,418,786	)

Reconciliation to loss before income taxes:
Interest income		(2,955	)		(10	)
Interest expense		-			-
Interest expense – related party		1,156,984			3,047,101
Interest expense		1,156,984			3,047,101
Depreciation and amortization expense		1,150,471			24,179
Loss on conversion of liabilities		-			11,338,284
Gain on extinguishment of liabilities, net		(2,085,895	)		390,801
Gain on release of Vidello revenue holdback		(973,000	)		-
Vidello earnout expense		485,720			-
Failed acquisition costs		1,382,002			-
Loss on Yorkville SEPA advances		974,079			-
GEM settlement fee expense		-			200,000
Yorkville prepayment premium expense		-			80,760
Loss on debt issuance		5,580,835			653,208
Changes in fair value of financial instruments		(3,052,229	)		(478,288	)
Goodwill impairment		-			2,725,460
Other		(726,572	)		113,108
Loss before income taxes	$	(21,203,950	)	$	(31,513,389	)

Summary of Company's Revenue Generated by Saas Product

The following table presents the Company’s percentage of revenue generated by SaaS product for the three months ended March 31, 2026 and 2025:

Revenue %	2026			2025
	Three Months Ended March 31,
Revenue %	2026			2025
Reach		2.2	%		3.8	%
Demio		34.2	%		91.0	%
OpenReel ¹		45.0	%		5.2	%
Vidello ²		18.6	%		—	%
Total		100.0	%		100.0	%
Percentage of Revenue		100.0	%		100.0	%

The following table presents the Company’s percentage of revenue generated by SaaS product for the years ended December 31, 2025 and 2024:

Revenue %	2025			2024
	Year Ended December 31,
Revenue %	2025			2024
Reach		2.2	%		3.8	%
Demio		34.2	%		91.0	%
OpenReel ¹		45.0	%		5.2	%
Vidello ²		18.6	%		—	%
Total		100.0	%		100.0	%
Percentage		100.0	%		100.0	%

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

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+ Details

Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Net loss attributable to common shareholders - basic	$ (8,417,000)	$ (3,644,000)	$ (22,492,075)	$ (31,095,029)
Net loss attributable to common shareholders - diluted	$ (8,417,000)	$ (3,644,000)	$ (22,492,075)	$ (31,095,029)
Weighted average shares - basic	720,000	120,000	189,150	22,291
Weighted average shares - diluted	720,000	120,000	189,150	22,291
Net loss per share attributable to common shareholders - basic	$ (11.69)	$ (30.37)	$ (118.91)	$ (1,394.94)
Net loss per share attributable to common shareholders - diluted	$ (11.69)	$ (30.37)	$ (118.91)	$ (1,394.94)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 4
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-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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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

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

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 GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2025 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, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2026. 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 March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Basis of Presentation

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

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

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

The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred.

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance at December 31, 2025	$	41
Change in provision for credit losses		(15	)
Balance at March 31, 2026	$	26

Accounts Receivable and Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance - December 31, 2024	$	24,210
Change in provision for credit losses		17,131
Balance - December 31, 2025	$	41,341

Warrant Liabilities

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 FASB ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the unaudited condensed 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 condensed consolidated balance sheets. The changes in the fair value of the derivative warrant liability is presented in the line item “change in fair value of warrant liabilities – related party” in the accompanying unaudited condensed consolidated statements of operations.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

GEM 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. The changes in the fair value of the derivative warrant liability is presented in the line item “change in fair value of warrant liabilities” in the accompanying unaudited condensed consolidated statements of operations.

Warrant Liabilities

Warrant Liability – related party

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 consolidated balance sheets. The changes in the fair value of the derivative warrant liability is presented in the line item “change in fair value of warrant liabilities – related party” in the accompanying consolidated statements of operations.

GEM Warrant Liability

Loss Per Share

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 March 31,
	2026			2025
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(8,417	)	$	(3,644	)

Denominator:
Weighted average shares—basic and diluted (in thousands)		720			120
Net loss per share attributable to common shareholders—basic and diluted	$	(11.69	)	$	(30.37	)

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

	As of March 31,
	2026		2025
Options		628		128
RSUs		26,708		13,039
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		100,716		22,638
Placement agent warrant shares		14,912		525
Pre-funded warrants		—		—
Total		144,197		37,563

Loss Per Share

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

	For the Year Ended December 31,
	2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(22,492,075	)	$	(31,095,029	)

Denominator:
Weighted average shares—basic and diluted		189,150			22,291
Net loss per share attributable to common shareholders—basic and diluted	$	(118.91	)	$	(1,394.94	)

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


	As of December 31,
	2025		2024
Options		627		129
RSUs		20,695		1,704
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		36,800		22,639
Placement agent warrant shares		3,591		525
Pre-funded warrants		—		—
Total		62,952		26,230
Antidilutive Securities		62,952		26,230

Derivative Financial Instruments

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 unaudited condensed consolidated statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the condensed consolidated balance sheets. Refer to Note 7 – Fair Value Measurements and Note 11 – Debt for further detail.

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 consolidated statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the consolidated balance sheets. Refer to Note 7 – Fair Value Measurements and Note 12 – Debt for further detail.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

In accordance with FASB ASC 820, Fair Value Measurement, 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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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

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

The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three months ended March 31, 2026 and 2025. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of March 31, 2026 and 2025.

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.

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

Fair Value Option Election

Fair Value Option Election

The Company determined the January 2025 Yorkville Note, the September 2025 Yorkville Note, the Agile Notes, the 1800 Diagonal Notes, the Private Placement Convertible Notes, and the Boot Capital Convertible Notes (each as defined in Note 11 – Debt, and together the “FVO Notes”) were eligible for the fair value option, in accordance with FASB ASC 825-10-50-28, and made such election to account for these instruments 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 fair value option election was made to align the accounting for the FVO 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 respective lender were expensed as incurred and recorded in other income (expense), net in the unaudited condensed consolidated statements of operations.

Losses recognized upon issuance of debt represent the difference between issuance date fair value and the proceeds received net of discount or premium, which are recorded in loss on debt issuance in the unaudited condensed consolidated statements of operations.

The Company records the portion of the FVO Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in change in fair value in the unaudited condensed consolidated statements 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 FVO Notes, which is recorded in other comprehensive income (loss), if applicable. Measurement of the change in fair value of the FVO Notes includes accrued interest, whether paid-in-kind or cash.

Accrued interest on the FVO Notes is included in the respective debt instrument’s balance on the condensed consolidated balance sheets.

Fair Value Option Election

The Company determined the January 2025 Yorkville Note, the September 2025 Yorkville Note, the Agile Notes, the 1800 Diagonal Notes, the Private Placement Convertible Notes, and the Boot Capital Convertible Notes (each as defined in Note 12 – Debt, and together the “FVO Notes”) were eligible for the fair value option, in accordance with FASB ASC 825-10-50-28, and made such election to account for these instruments at fair value.

The Company records the portion of the FVO Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in change in fair value in the consolidated statements 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 FVO Notes, which is recorded in other comprehensive income (loss), if applicable. Measurement of the change in fair value of the FVO Notes includes accrued interest, whether paid-in-kind or cash.

Accrued interest on the FVO Notes is included in the respective debt instrument’s balance on the consolidated balance sheets.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 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 condensed consolidated financial statements and related disclosures.

Recently adopted accounting pronouncements

In July 2025, the FASB issued 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 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 FASB issued 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 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 Company adopted this guidance effective January 1, 2025, on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Principles of Consolidation

Principles of Consolidation

The accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company.

In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of December 31, 2025 and 2024, respectively, and the results of operations and cash flows for the years ended December 31, 2025 and 2024, respectively.

Use of Estimates

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of goodwill, recognition and measurement of convertible notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities and debt instruments reported at fair value, determination of the consideration transferred and purchase price allocated to assets acquired and liabilities assumed for acquisitions which are based on their estimated fair values at the date of acquisition, estimated useful lives of finite-lived intangible assets, and recognition and measurement of stock compensation.

Certain Risks and Uncertainties

Certain Risks and Uncertainties

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

Cash

Cash

The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2025 and 2024, respectively, the Company does not have any cash equivalents.

The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits.

Costs to Obtain a Contract

Costs to Obtain a Contract

Sales commissions earned by the Company’s sales force are the primary costs incurred to obtain a contract with a customer, and are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit the Company has determined to be three (3) years. The Company determined the period of benefit by taking into consideration the average contractual customer term, technology obsolescence and other factors. Certain commission expenses are not capitalized and are instead directly expensed. Capitalized commissions are included within prepaid expenses and other current assets on the consolidated balance sheets.

Property and Equipment

Property and Equipment

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

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, or more frequently if a triggering event occurs between impairment testing dates. Our annual impairment testing date is December 31.

We identify our reporting units in accordance with the FASB ASC 280, Segment Reporting. At December 31, 2025, the Company has three operating segments which were deemed to be its reporting units, and goodwill is allocated to each reporting unit.

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

The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches.

Intangible assets, net

Intangible assets, net consists of identifiable intangible assets that are subject to amortization such as customer relationships, trade names and developed technology resulting from acquisitions. Intangible assets are initially recorded at fair value on the date of acquisition and subsequently amortized over their estimated economic lives on a straight-line basis which approximates the pattern in which the economic benefits of the assets will be consumed. Intangible assets are presented net of accumulated amortization in the consolidated balance sheets.

The Company periodically evaluates its long-lived assets for potential impairment in accordance with FASB ASC 360, Property, Plant and Equipment. 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 on intangible assets through December 31, 2025.

Concentration of Business and Credit Risk

Concentration of Business and Credit Risk

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

At December 31, 2025, one customer accounted for 10% or more of accounts receivable with a concentration of 13% of the total accounts receivable balance. At December 31, 2024, one customer accounted for 10% or more of accounts receivable with a concentration of 14% of the total accounts receivable balance. For the years ended December 31, 2025 and 2024, no customers accounted for 10% or more of total revenues.

At December 31, 2025 and 2024, no suppliers and two suppliers accounted for 10% or more of accounts payable, respectively.

Costs of Revenue

Costs of Revenue

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

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were $659,877 and $467,897 for the years ended December 31, 2025 and 2024, respectively, which are included in general and administrative expenses on the consolidated statements of operations.

Stock-Based Compensation

Stock-Based Compensation

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

Income Taxes

Income Taxes

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

Leases

Leases

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term.

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

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

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

Equity (Details Narrative) - USD ($)									1 Months Ended		3 Months Ended		12 Months Ended
Equity (Details Narrative) - USD ($)	Dec. 27, 2025	Dec. 05, 2025	Aug. 27, 2025	Jan. 31, 2025	Jan. 03, 2025	Dec. 30, 2024	Aug. 26, 2024	Dec. 14, 2023	May 31, 2025	Mar. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 05, 2026	Dec. 31, 2025	Dec. 31, 2024	Nov. 26, 2025	Sep. 03, 2025	Jul. 01, 2025	Apr. 25, 2025	Apr. 21, 2025	Jan. 07, 2025	Jan. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value											$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock voting rights											The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon			The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon.
Preferred Stock, Issued											1	1		1	1
Total consideration payable in shares of class A common stock														$ 1,500
Common stock par value											$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Shares issued											867,355			527,317
Common stock, shares authorized											275,000,000	275,000,000		275,000,000	275,000,000
Gain (loss) on extinguishment of liability												$ 4,343,000		$ 4,488,627	$ 680,762
Shares issued to GEM														$ 329,996	$ 784,943
Common stock, shares issued											867,355	527,317		527,317	40,976
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
Vidello Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				4,491
Hudson Global Ventures, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM					$ 231
Common stock, shares issued					750
Shares Issued for Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Price per share									$ 138.00
Proceeds from issuance of private placement									$ 330
Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding									1,618
Warrants price per share									$ 68.00
Private Placement [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of private placement									$ 330,000
Private Placement [Member] \| May 2025 Prefunded Warrants [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding									1,618
Warrants price per share									$ 68.00
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price per share															$ 6,100.00
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares excercised											38,304	1,689		10,048
Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Percentage of lowest daily volume weighted average price								90.00%
Commitment fee payable								$ 500,000
Maximum floor price								$ 20,000.00
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
Maximum percentage of closing price on trading day								75.00%
ATM Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Commission rate percentage			3.00%
Incidental expense	$ 3,000
Common stock, shares issued											107,258
Net proceeds from issuance of shares											$ 2,636
ATM Agreement [Member] \| Shares Issued for Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of private placement									$ 330
ATM Agreement [Member] \| Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding									1,618
Share price per share									$ 68.00
ATM Agreement [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Legal fees	100,000
Wainwright reimbursement	$ 5,000
Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Percentage of lowest daily volume weighted average price								90.00%
Commitment fee payable								$ 500,000
Maximum floor price								$ 20,000.00														$ 400.00
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.
Maximum percentage of closing price on trading day								75.00%
Verista Partners Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM							$ 49,800
Common stock, shares issued							150
ATM Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Commission rate percentage			3.00%
Incidental expense			$ 2,500
Common stock, shares issued														90,820
Proceeds from Debt, Net of Issuance Costs														$ 3,429,257
ATM Agreement [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Legal fees			100,000
Wainwright reimbursement			$ 5,000
Consulting Agreement [Member] \| Hudson Global Ventures, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM					$ 232,500
Common stock, shares issued					750												2,600	1,180	2,000
Series FE Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Issued															1
Preferred stock term															two (2) year
Series FE Preferred Stock [Member] \| Merger Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Issued														1
Preferred stock term														2
Common Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized											250,000,000	250,000,000		250,000,000	250,000,000
Common stock, shares issued											855,799	515,761		515,761	29,420
Common Class A [Member] \| CP BF [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued																					1
Prefunded warrant exercised																					1
Common Class A [Member] \| Alco [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued																				5,244
Common Class A [Member] \| FEIV [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued																58,832
Common Class A [Member] \| CP BF [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued																58,832				5,244	4
Prefunded warrant exercised																					4
Common Class A [Member] \| Vidello Limited [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM				$ 1,661,677
Number of shares issued				4,491
Common Class A [Member] \| Hudson Global Ventures, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued																	2,600	1,180	2,000
Common Class A [Member] \| Shares Issued for Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized									1,594
Price per share									$ 138.00
Common Class A [Member] \| Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued by exercise of warrants									1,618
Common Class A [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized									1,594
Price per share									$ 138.00
Common Class A [Member] \| Private Placement [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized									1,595
Price per share									$ 138.00
Common Class A [Member] \| Private Placement [Member] \| May 2025 Prefunded Warrants [Member] \| Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued by exercise of warrants									1,618
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued											500
Description of equity facility financing agreement								9.99%
Percentage of average daily volume weighted average price								95.00%
Percentage of lowest daily volume weighted average price								96.00%
Percentage of voting power								9.99%
Shares issued as payment of deferred fee								71
Common stock price per share								$ 100,000.00
Common Class A [Member] \| ATM Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value			$ 0.0001
Shares issued to GEM													$ 8,200,000
Common Class A [Member] \| ATM Agreement [Member] \| Shares Issued for Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized									1,595
Common Class A [Member] \| ATM Agreement [Member] \| Shares Issued for Private Placement [Member] \| May 2025 Prefunded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued by exercise of warrants									1,618
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total consideration payable in shares of class A common stock								$ 100,000,000
Common stock par value								$ 0.0001
Description of equity facility financing agreement								9.99%
Percentage of average daily volume weighted average price								95.00%
Percentage of lowest daily volume weighted average price								96.00%
Percentage of voting power								9.99%
Percentage of outstanding shares								19.99%
Shares issued as payment of deferred fee										71
Common stock price per share								$ 5,000
Common stock convertible conversion price increase								20,000.00
Common stock, shares authorized											15,875
Aggregate gross proceeds from offering											$ 336,000
Gain (loss) on extinguishment of liability											$ 14,000
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Option 2 Advance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized											15,875			80,800
Gain (loss) on extinguishment of liability											$ 14,000			$ 467,656
Derivative liabilities											$ 14,000			$ 467,656
Shares sold						31,750					15,875			80,800
Gross proceeds						$ 701,000					$ 336,000			$ 11,222,588
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Option 1 Advance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized														63,301
Aggregate gross proceeds from offering														$ 6,473,887
Gain (loss) on extinguishment of liability														$ 340,850
Common Class A [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Reverse Stock Split [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock convertible conversion price increase								20,000.00
Common Class A [Member] \| ATM Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM		$ 8,200,000
Common Class B [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized											25,000,000	25,000,000		25,000,000	25,000,000
Common stock, shares issued											11,556	11,556		11,556	11,556
Common Class B [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value								$ 0.0001
Percentage of outstanding shares								19.99%
Common Class B [Member] \| Yorkville Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value								$ 0.0001
Percentage of voting power								9.99%
Percentage of outstanding shares								19.99%
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, par value											$ 0.0001			$ 0.0001
Preferred Stock, Issued
Preferred Stock [Member] \| Series FE Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued to GEM
Common Stock [Member] \| Yorkville Standby Equity Purchase Agreement [Member] \| Option 2 Advance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold						1,525
Gross proceeds						$ 48,000

Summary of Ranges of Inputs in Fair Value of the Private Placement Warrant Liability (Details) - Fair Value, Inputs, Level 3 [Member]	Mar. 31, 2026 $ / shares	Dec. 31, 2025
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.95	19.40
Measurement Input, Share Price [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		2.50
Measurement Input, Share Price [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		4.77
Measurement Input, Expected Term [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	2.25
Measurement Input, Expected Term [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.87
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.8	3.5
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	3.9	3.7
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		125
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	113
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	125.3
Measurement Input, Exercise Price [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.66	50.00
Measurement Input, Exercise Price [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	2.50	87.20
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.00	0.00

Summary of Goodwill by Reportable Segment (Details) - USD ($)	Mar. 31, 2026	Jan. 31, 2025
Intangible Asset, Indefinite-Lived [Line Items]
Goodwill – December 31, 2025	$ 21,991,721	$ 18,972,475
Goodwill – March 31, 2026	21,992,000
Banzai Operating [Member]
Intangible Asset, Indefinite-Lived [Line Items]
Goodwill – December 31, 2025	2,172,000
Goodwill – March 31, 2026	2,172,000
Vidello [Member]
Intangible Asset, Indefinite-Lived [Line Items]
Goodwill – December 31, 2025	3,019,000
Goodwill – March 31, 2026	3,019,000
Open Reel [Member]
Intangible Asset, Indefinite-Lived [Line Items]
Goodwill – December 31, 2025	16,801,000
Goodwill – March 31, 2026	$ 16,801,000

- 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

+ 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
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-3

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 38
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479876/805-20-55-38

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 31
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479876/805-20-55-31

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479876/805-20-55-31

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479876/805-20-55-14

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Subparagraph (a)
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+ Details

Stock-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

15. Stock-Based Compensation

A summary of stock option activity under the 2021 Equity Incentive Plan (“Plan”) during the three months ended March 31, 2026 is as follows:

Summary of Stock Option Activity

	Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2025		628	$	6,874.80		8.64	$	—
Forfeited		—		1,170.00		—		—
Outstanding at March 31, 2026		628		6,901.20		8.40		—
Exercisable at March 31, 2026		203	$	12,959.60		7.90	$	—

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to stock options of $23 and $22, which is included in general and administrative expense. As of March 31, 2026 and 2025, $203 and $191 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 8.87 and 9.25 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

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 generally recorded ratably over their vesting period of (a) four years, with 25% of the RSUs vesting on each anniversary, or (b) one year, with 25% vesting quarterly, or (c) one year, with 100% vesting on the first anniversary of the vesting commencement date until the RSU is fully vested. Stock-based compensation expense for RSUs granted to non-employee directors is recorded ratably over the vesting period which is the earlier 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 RSU activity during the three months ended March 31, 2026 is as follows:

Summary of RSU Activity

	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025		20,695		$	149.00
Granted		44,557			21.96
Vested		(38,304	)		36.84
Forfeited		(240	)		206.00
Outstanding at March 31, 2026		26,708		$	71.77

For the three months ended March 31, 2026 and 2025, the Company recorded total stock-based compensation expense related to RSUs of $1,065 and $315, respectively, which is included in general and administrative expense. As of March 31, 2026 and 2025, unrecognized compensation cost related to the grant of RSUs was $1,542 and $191, respectively. Unvested outstanding RSUs as of March 31, 2026 and 2025 had a weighted average remaining vesting period of 1.73 and 2.25 years, respectively.

CEO Award

In November 2025, the Board granted an equity award to the Company’s CEO (“CEO Award”) that includes a market condition based on specified market capitalization thresholds ranging from $15.0 million to $30.0 million, which result in stock grants ranging from $250 to $750, up to $2.0 million in the aggregate. The CEO Award is equity-classified and the grant-date fair value was estimated using a Monte Carlo simulation model, using historical volatility as a key input. The Company recognized $220 of stock-based compensation expense related to this award for the three months ended March 31, 2026.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

16. Stock-Based Compensation

During 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits eligible employees of the Company and certain designated companies as determined by the Board, 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 automatically increases on January 1 of each year 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 (as defined in the ESPP) 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.

During 2023, the Company adopted the 2023 Equity Incentive Plan (the “EIP”). The EIP 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 under the EIP automatically increases on January 1 of each year 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 December 31 of the preceding year.

The Company accounts for stock-based payments pursuant to FASB 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:

	Year Ended December 31,
	2025		2024
Stock price	N/A	$	2,920.00 - 6,100.00
Exercise price	N/A	$	2,920.00 - 50,000.00
Expected volatility	N/A		61.00 - 62.12	%
Expected term (in years)	N/A		5.61 - 6.08
Risk-free interest rate	N/A		4.20 - 4.45	%

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

Summary of Stock Option Activity

	Shares Underlying Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at December 31, 2024		129		$	32,366.00		8.52	$	—
Granted		503			4,209.00		—		—
Expired		(2	)		49,593.20		—		—
Forfeited		(3	)		34,009.40		—		—
Outstanding at December 31, 2025		627		$	6,874.80		8.64		—
Exercisable at December 31, 2025		196		$	12,206.99		8.15	$	—

In connection with issuances under the Plan, the Company recorded stock-based compensation expense related to stock options of $107,683 and $130,997, which is included in general and administrative expense for the years ended December 31, 2025 and 2024, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2025 and 2024 was $12 and $85, respectively. As of December 31, 2025 and 2024, $261,467 and $212,936 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 8.87 and 9.25 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 year ended December 31, 2025 is presented below:

	Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024		1,704		$	348.00
Granted		29,777			140.60
Vested		(10,048	)		238.20
Forfeited		(738	)		169.80
Outstanding at December 31, 2025		20,695		$	149.00

For the year ended December 31, 2025 and December 31, 2024, the Company recorded total stock-based compensation expense related to RSUs of $2,466,707 and $1,034,683, respectively, which is included in general and administrative expense. As of December 31, 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 December 31, 2025 and 2024 had a weighted average remaining vesting period of 2.25 and 1.2 years, respectively.

CEO Award

In November 2025, the Board granted an equity award to the Company’s CEO (“CEO Award”) that includes a market condition based on specified market capitalization thresholds ranging from $15.0 million to $30.0 million, which result in stock grants ranging from $250 thousand to $750 thousand, up to $2.0 million in the aggregate. The CEO Award is equity-classified and the grant-date fair value was estimated using a Monte Carlo simulation model, using historical volatility as a key input. The Company recognized $104,841 of stock-based compensation expense related to this award for the year ended December 31, 2025.

Income Taxes (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Mar. 31, 2026	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]
Effective tax rate, percentage			(0.28%)	(0.10%)
Statutory corporate tax rate			21.00%	21.00%
Uncertain tax benefits	$ 0		$ 0	$ 0
Federal net operating loss carryforwards			65,375,600	50,966,400
State net operating loss carryforwards			$ 35,660,700	28,244,800
Percentage of provisions for corporate taxpayers include permanent bonus depreciation			100.00%
Interest and penalties			$ 0	$ 0
Open years related to all jurisdictions			2018
Open tax audits, description			The Company has no open tax audits with any taxing authority as of December 31, 2025.
Income Tax Jurisdiction, Domestic Federal [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards to expire			$ 180,000
Operating loss carryforwards indefinitely			65,195,600
Income Tax Jurisdiction, Domestic State and Local [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards to expire			22,175,100
Operating loss carryforwards indefinitely			$ 13,485,600
Vidello Limited [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Statutory corporate tax rate		25.00%
UNITED STATES \| Forecast [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Effective tax rate, percentage		19.00%
Non-US [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Effective tax rate, percentage	0.63%

Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Equity [Abstract]

Schedule of Equity

	Authorized		Issued		Outstanding
Preferred Stock		75,000,000		—		—
Series FE Preferred Stock		1		—		—
Class A Common Stock		250,000,000		855,799		855,799
Class B Common Stock		25,000,000		11,556		11,556
Total		350,000,001		867,355		867,355

Schedule of Equity

	Authorized		Issued		Outstanding
Preferred Stock		75,000,000		—		—
Series FE Preferred Stock		1		—		—
Class A Common Stock		250,000,000		515,761		515,761
Class B Common Stock		25,000,000		11,556		11,556
Total		350,000,001		527,317		527,317

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Fair Value Measurements (Details Narrative) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Cp Bf Convertible Notes [Member]
Short-Term Debt [Line Items]
Derivative fair value, net	$ 12,000	$ 12,000

Summary of Intangible Assets Acquired and their Associated Estimated Useful Lives (Details)		3 Months Ended	12 Months Ended
	Jan. 31, 2025	Mar. 31, 2026	Dec. 31, 2025
Customer Relationships [Member] \| Minimum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology		6 years	6 years
Customer Relationships [Member] \| Maximum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology		7 years	7 years
Trade Names [Member] \| Minimum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology		10 years	10 years
Trade Names [Member] \| Maximum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology		15 years	15 years
Vidello Limited [Member] \| Customer Relationships [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	6 years
Vidello Limited [Member] \| Trade Names [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	10 years
Vidello Limited [Member] \| Developed Technology Rights [Member] \| Minimum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	7 years
Vidello Limited [Member] \| Developed Technology Rights [Member] \| Maximum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	8 years
Vidello Limited [Member] \| Developed Technology [Member] \| Minimum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	7 years
Vidello Limited [Member] \| Developed Technology [Member] \| Maximum [Member]
Business Combination [Line Items]
Intangible assets estimated useful life, developed technology	8 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

Prepaid Expenses and Other Current Assets

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Prepaid Expenses And Other Current Assets

Prepaid Expenses and Other Current Assets

8. Prepaid Expenses and Other Current Assets

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

	March 31, 2026		December 31, 2025
Prepaid expenses and other current assets:
Prepaid software costs	$	212	$	154
Service trade		83		114
Employee receivable		13		13
Prepaid insurance costs		326		7
Prepaid commissions		154		96
Prepaid merchant fees		63		61
Other current assets		4		—
Total prepaid expenses and other current assets	$	855	$	445

9. Prepaid Expenses and Other Current Assets

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

	December 31, 2025		December 31, 2024
Prepaid expenses and other current assets:
Prepaid software costs	$	153,526	$	59,855
Service trade		114,041		239,041
Employee receivable		12,863		800
Prepaid insurance costs		7,228		130,345
Prepaid commissions		96,206		31,504
Prepaid consulting costs		—		76,767
Prepaid advertising and marketing costs		—		29,133
Prepaid merchant fees		60,774		26,690
Prepaid data license and subscription costs		—		3,125
Other current assets		451		46,414
Total prepaid expenses and other current assets	$	445,089	$	643,674

Going Concern (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
Going Concern (Details Narrative) - USD ($)	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 100,000		$ 300,000
Cash flows from operating activities	5,501,000	$ 4,974,000	15,706,619	$ 9,575,403
Accumulated deficit	$ 109,189,000		$ 100,772,000

- 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.

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-Section S99
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-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21

Reference 14: 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-4

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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-Section S99
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

+ Details

Summary of Changes in the Fair Value of the Warrants Liability (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024
Change in fair value
Balance at December 31, 2025
Gem Warrants Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024
Change in fair value
Balance at December 31, 2025
Public Warrants Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024		2,300
Change in fair value		(2,300)
Balance at December 31, 2025
Gem Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2024	$ 378	15,000
Change in fair value		(14,622)
Balance at December 31, 2025		$ 378

Summary of Revenue by Region (Details) - USD ($)	3 Months Ended		12 Months Ended
Summary of Revenue by Region (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax	$ 2,696,000	$ 3,379,000	$ 12,161,419	$ 4,527,879
Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	99.00%	100.00%
Customer [Member] \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			100.00%	100.00%
Americas [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax	$ 2,115,000	$ 2,612,000	$ 9,193,173	$ 2,564,074
Americas [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	78.00%	77.00%
Americas [Member] \| Customer [Member] \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			76.00%	57.00%
EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax	$ 441,000	$ 556,000	$ 1,066,254	$ 1,492,561
EMEA [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	16.00%	17.00%
EMEA [Member] \| Customer [Member] \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			9.00%	33.00%
Asia Pacific [Member]
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, excluding assessed tax	$ 140,000	$ 211,000	$ 1,901,992	$ 471,244
Asia Pacific [Member] \| Customer [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage	5.00%	6.00%
Asia Pacific [Member] \| Customer [Member] \| Revenue Benchmark [Member] \| Geographic Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration risk percentage			15.00%	10.00%

Schedule of Derivate Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
Schedule of Derivate Assets (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Short-Term Debt [Line Items]
Change in fair value		$ (54,000)	$ 51,000
Cp Bf Convertible Notes [Member] \| Fair Value, Inputs, Level 3 [Member]
Short-Term Debt [Line Items]
Beginning balance	$ 9,000	63,000
Change in fair value	22,000	(54,000)
Balance at December 31, 2025	$ 13,000	$ 9,000	$ 63,000

Revenue (Details Narrative)	3 Months Ended		12 Months Ended
Revenue (Details Narrative)	Mar. 31, 2026 USD ($) Customer	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Disaggregation of Revenue [Line Items]
Number of customers, which is also vendor \| Customer	1
Services revenue from vendor customer	$ 31,000	$ 208,000	$ 125,000	$ 239,000
Accounts receivable contractual term	The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer.
Contract with customer liability revenue recognized	$ 1,658,000		$ 3,867,853	$ 1,214,096
Demio [Member]
Disaggregation of Revenue [Line Items]
Revenue performance obligation description of timing	The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided.		The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided.
Reach [Member]
Disaggregation of Revenue [Line Items]
Revenue performance obligation description of timing	The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.		The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered.
Open Reel [Member]
Disaggregation of Revenue [Line Items]
Revenue performance obligation description of 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.		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]
Revenue performance obligation description of 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.		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.

Acquisitions (Details Narrative) - USD ($)		3 Months Ended			12 Months Ended
Acquisitions (Details Narrative) - USD ($)	Jan. 31, 2025	Mar. 31, 2026	Sep. 30, 2025	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Business Combination [Line Items]
Net Income (Loss)		$ (8,417,000)		$ (3,644,000)	$ (22,492,075)	$ (31,513,389)
Vidello Limited [Member]
Business Combination [Line Items]
Cash consideration	$ 2,745,031
Amount withheld for indemnification expenses and other holdback provisions	$ 2,500,000
Number of shares issued	4,491
Business acquisition, amount for obligations of company shareholders	$ 1,000,000
Business acquisition, amount withheld for obligations of company shareholders to complete the transition	500,000
Business acquisition, amount withheld subject to certain revenue related conditions	$ 1,000,000
Business acquisition revenue holdback period	180 days
Business combination separely recognized transactions expenses and losses recognized					485,720
Payment for contingent consideration liability, investing activities			$ 500,000		$ 500,000
Business combination holdback measurement period			180 days		180 days
Business combination contingent consideration change in contingent consideration liability increase decrease			$ 973,000		$ 973,000
Business acquisition, lockup agreement period	180 days				180 days
Business acquisition cost of acquired entity transaction costs				730,000	$ 730,000
Business combination, consideration transferred	$ 6,267,747
Net Income (Loss)		$ 250,000		$ 734,000	$ 250,000	$ 734,000
Vidello Limited [Member] \| Common Class A [Member]
Business Combination [Line Items]
Number of shares issued	4,491

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 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 March 31, 2026 and the year ended December 31, 2025. 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 FASB ASC 820, Fair Value Measurement 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.

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		March 31, 2026		December 31, 2025
Assets:
Bifurcated embedded derivative asset – related party		3	$	—	$	9
Definite-lived intangibles		3		7,737		8,027
Goodwill		3		21,992		21,992
Liabilities:
Warrant liabilities – public		1		—		—
GEM warrant liabilities		3		—		—
Earnout liability (Note 4)		3		500		991
Yorkville convertible note		3		571		1,200
Agile term notes		3		1,299		1,728
1800 Diagonal convertible notes		3		836		747
Private Placement Convertible Notes		3		1,890		1,856
Private Placement Warrants		3		1,250		296
Bifurcated embedded derivative liability – related party		3		13		9
Boot Capital note		3		123		116

For assets and liabilities that are measured at fair value on the acquisition date, see Note 4 – Acquisitions.

Warrant Liability - Public Warrants

The following table summarizes the changes in the fair value of the Public Warrants liability for the year ended March 31, 2026. See also Note 12 – Warrant Liabilities.

	Public Warrants
Balance at December 31, 2025	$	—
Change in fair value		—
Balance at March 31, 2026	$	—

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Warrant Liability - GEM Warrants

The measurement of fair value of the GEM Warrants was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion. See also Note 12 – Warrant Liabilities.

The following table summarizes the changes in the fair value of the GEM Warrants liability for the year ended March 31, 2026:

		GEM Warrants
Balance at December 31, 2025	$	-
Change in fair value		—
Balance at March 31, 2026	$	—

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, including the Company’s share price, remaining term, volatility, risk-free rate, market interest rate, and probability of optional redemption). See also Note 11 – Debt.

The following table summarizes the changes in the fair value of the Yorkville convertible notes for the year ended March 31, 2026:

	Yorkville Convertible Note
Balance at December 31, 2025	$	1,200
Repayment in cash of Yorkville convertible notes		(647	)
Change in fair value		18
Balance at March 31, 2026	$	571

Bifurcated Embedded Derivative Assets (Liabilities) - related party

The measurement of the fair value of the embedded put options relating to the related party CP BF Convertible Note issued on September 23, 2024 was determined using the Black-Scholes option pricing model. 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.

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 related party CP BF Convertible Note has an 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 (“Derivative”) and assigned probabilities of being affected and initially measured at fair value in the amount of $12. The fair value of the Derivative 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

The following table summarizes the changes in the fair value of the Derivative asset (liability) for the three months ended March 31, 2026, relating to the Convertible Note to CP BF issued on September 23, 2024:

	Derivative Asset (Liability)
Balance at December 31, 2025 - Bifurcated embedded derivative asset – related party	$	9
Change in fair value		(22	)
Balance at March 31, 2026 - Bifurcated embedded derivative liability – related party	$	(13	)

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Agile Term Notes

The measurement of fair value of the Agile term notes (“Agile Notes”) was determined using a discounted cash flow model to calculate the fair value. Key inputs for the discounted cash flow model include the contractual term of the note and a market participant interest rate.

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 the fair value option for the Agile Notes at their respective dates of issuance pursuant to ASC 825 Financial Instruments (“ASC 825”).

Refer to Note 11 – Debt for a summary of the changes in the fair value of the Agile Notes.

1800 Diagonal Convertible Notes

The measurement of the fair value of each of the convertible promissory notes with 1800 Diagonal Lending was determined using the Black-Scholes option pricing model. Key inputs used for the model include the stock price, volatility, the contractual term of the note, risk-free interest rates and dividend yield.

Refer to Note 11 – Debt for a summary of the changes in the fair value of the 1800 Diagonal Convertible Notes.

3i, LP Private Placement Offering

The measurement of the fair value of the Private Placement Convertible Notes was determined using a Monte Carlo simulation. Key inputs into the simulation include the remaining term, the market interest rate, risk-free rate, equity volatility, and probability of default.

Refer to Note 11 – Debt for a summary of the changes in the fair value of the Private Placement Convertible Notes, and to Note 12 – Warrant Liabilities for a description of the warrants issued in connection with the Private Placement Offering.

Warrant Liability - Private Placement Warrants

The Private Placement 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. Refer to Note 12 – Warrant Liabilities for further details.

The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, term, risk-free rate, exercise price and dividend yield.

The following tables summarize the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability for the three months ended March 31, 2026:

Key Inputs	March 31, 2026

Stock price	$	0.95
Contractual term (years)		2.25 - 4.87
Risk-free rate		3.8% - 3.9	%
Volatility⁽¹⁾		113% - 125.3	%
Exercise Price	$	0.66 - $2.50
Dividend yield		0.00	%

	Private Placement Warrants
Balance at December 31, 2025	$	296
Loss on issuance – February Warrant		559
Change in fair value		395
Balance at March 31, 2026	$	1,250

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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 December 31, 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 following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 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	2025		2024
		As of December 31,
Description	Level	2025		2024
Assets:
Bifurcated embedded derivative asset – related party	3	$	9,000	$	63,000
Definite-lived intangibles	3		8,027,391		3,883,853
Goodwill	3		21,991,721		18,972,475
Liabilities:
Warrant liabilities – public	1		—		2,300
GEM warrant liabilities	3		378		15,000
Earnout liability (Note 4)	3		990,673		—
Yorkville convertible note	3		1,200,501		—
Agile term notes	3		1,728,487		3,143,000
1800 Diagonal convertible notes	3		746,987		432,000
Private Placement Convertible Notes	3		1,856,000		—
Private Placement Warrants	3		295,603		—
Boot Capital note	3		115,836		—

For assets and liabilities that are measured at fair value on the acquisition date, see Note 4 – Acquisitions.

Warrant Liability - Public Warrants

The following table summarizes the changes in the fair value of the Public Warrants liability for the year ended December 31, 2025. See also Note 13 – Warrant Liabilities.

	Public Warrants
Balance at December 31, 2024	$	2,300
Change in fair value		(2,300	)
Balance at December 31, 2025	$	—

Warrant Liability - GEM Warrants

The following table summarizes the changes in the fair value of the GEM Warrants liability for the year ended December 31, 2025:

	GEM Warrants
Balance at December 31, 2024	$	15,000
Change in fair value		(14,622	)
Balance at December 31, 2025	$	378

Yorkville Convertible Notes

The following table summarizes the changes in the fair value of the Yorkville convertible notes for the year ended December 31, 2025:

	Yorkville Convertible Note
Balance at December 31, 2024	$	—
Issuance of Yorkville convertible note		4,950,000
Loss on debt issuance		444,000
Payment in shares to settle Yorkville convertible notes		—
Repayment in cash of Yorkville convertible notes		(4,514,664	)
Conversions		—
Change in fair value		321,165
Balance at December 31, 2025	$	1,200,501

Bifurcated Embedded Derivative Assets - related party

The related party CP BF Convertible Note has an 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. 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

The following table summarizes the changes in the fair value of the bifurcated embedded derivative asset for the year ended December 31, 2025, relating to the Convertible Note to CP BF issued on September 23, 2024:

Schedule of Derivate Assets

	Fair Value
Balance at December 31, 2024	$	63,000
Change in fair value		(54,000	)
Balance at December 31, 2025	$	9,000

Agile Term Notes

Refer to Note 12 – Debt for a summary of the changes in the fair value of the Agile Notes.

1800 Diagonal Convertible Notes

Refer to Note 12 – Debt for a summary of the changes in the fair value of the 1800 Diagonal Convertible Notes.

3i, LP Private Placement Offering

Refer to Note 12 – Debt for a summary of the changes in the fair value of the Private Placement Convertible Notes, and to Note 13 – Warrant Liabilities for a description of the warrants issued in connection with the Private Placement Offering.

Warrant Liability - Private Placement Warrants

The following tables summarize the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability for the year ended December 31, 2025:

Key Inputs	December 31, 2025

Stock price	$	19.40
Contractual term (years)		2.50 - 4.77
Risk-free rate		3.5% - 3.7%
Volatility⁽¹⁾		125	%
Exercise Price		$50.00-$87.20
Dividend yield		0.00	%

	Private Placement Warrants
Balance at December 31, 2024	$	—
Loss on issuance – June Warrant		361,000
Loss on issuance – August Warrant		356,000
Loss on issuance – October Warrant		807,509
Loss on issuance		807,509
Change in fair value		(1,228,906	)
Balance at December 31, 2025	$	295,603

- 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
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6A
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
Summary of Stock Option Activity (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Shares Underlying Options, Beginning balance	628
Weighted Average Exercise Price, Beginning Balance	$ 6,874.80
Weighted Average Remaining Contractual Term (in years), Outstanding	8 years 4 months 24 days	8 years 7 months 20 days	8 years 6 months 7 days
Intrinsic Value, Outstanding, Beginning balance
Shares Underlying Options, Forfeited		3
Weighted Average Exercise Price, Forfeited	$ 1,170.00	$ 34,009.40
Shares Underlying Options, Ending balance	628	628
Weighted Average Exercise Price, Ending Balance	$ 6,901.20	$ 6,874.80
Intrinsic Value, Outstanding, Ending balance
Shares Underlying Options, Exercisable	203	196
Weighted Average Exercise Price, Exercisable	$ 12,959.60	$ 12,206.99
Weighted Average Remaining Contractual Term (in years), Exercisable	7 years 10 months 24 days	8 years 1 month 24 days
Intrinsic Value, Exercisable
Shares Underlying Options, Beginning balance	627	129
Weighted Average Exercise Price, Beginning Balance	$ 6,874.80	$ 32,366.00
Shares Underlying Options, Granted		503
Weighted Average Exercise Price, Granted		$ 4,209.00
Shares Underlying Options, Expired		(2)
Weighted Average Exercise Price, Expired		$ 49,593.20
Shares Underlying Options, Forfeited		(3)
Shares Underlying Options, Ending balance		627	129
Weighted Average Exercise Price, Ending Balance		$ 6,874.80	$ 32,366.00
Shares Underlying Options, Exercisable	203	196
Weighted Average Exercise Price, Exercisable	$ 12,959.60	$ 12,206.99

Submission	Jun. 04, 2026
Submission [Line Items]
Central Index Key	0001826011
Registrant Name	Banzai International, Inc.
Form Type	S-1
Submission Type	S-1
Fee Exhibit Type	EX-FILING FEES

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Line Items]
Cash equivalents	$ 0	$ 0
Advertising costs	$ 659,877	$ 467,897
Computer Equipment [Member]
Property, Plant, and Equipment [Line Items]
Property and equipment estimated useful lives	3 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

Summary of Provisional Purchase Price Allocation Relating to Vidello Merger (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Jan. 31, 2025	Dec. 31, 2024
Liabilities assumed:
Goodwill	$ 21,992,000	$ 21,991,721		$ 18,972,475
Vidello Limited [Member]
Assets acquired:
Business combination recognized asset acquired, cash and cash equivalents			$ 67,551
Business combination recognized asset acquired, property plant and equipment			9,375
Total assets			5,373,926
Liabilities assumed:
Business combination recognized liability assumed accounts payable			705
Business combination recognized identifiable assets acquired and liabilities assumed accrued expenses and other current liabilities			15,377
Business combination recognized liability assumed deferred revenue current			447,966
Business combination recognized liability assumed deferred tax liability			1,324,250
Business combination, recognized identifiable assets acquired and liabilities assumed, taxes payable			337,127
Total liabilities			2,125,425
Total identifiable net assets			3,248,501
Goodwill			3,019,246
Total consideration			6,267,747
Business combination recognized asset acquired asset			5,373,926
Business combination, recognized liability assumed liability			2,125,425
Business combination, recognized asset acquired to liabiltiy assumed excess			3,248,501
Business combination, recognized asset acquired to liability assumed excess and goodwill			6,267,747
Vidello Limited [Member] \| Customer Relationships [Member]
Assets acquired:
Business combination recognized asset acquired identifiable intangible asset, excluding goodwill			551,000
Vidello Limited [Member] \| Trade Names [Member]
Assets acquired:
Business combination recognized asset acquired identifiable intangible asset, excluding goodwill			736,000
Vidello Limited [Member] \| Developed Technology Rights [Member]
Assets acquired:
Business combination recognized asset acquired identifiable intangible asset, excluding goodwill			4,010,000
Vidello Limited [Member] \| Developed Technology [Member]
Assets acquired:
Business combination recognized asset acquired identifiable intangible asset, excluding goodwill			$ 4,010,000

Accrued and Other Current Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

10. Accrued and Other Current Liabilities

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

	March 31, 2026		December 31, 2025
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,211	$	2,365
Sales tax payable		170		251
Excise tax payable		224		224
Provision for tax payable		568		578
Accrued payroll and benefit costs		447		440
Accrued legal costs		169		168
Accrued subscription costs		76		53
Accrued streaming service costs		53		51
Other current liabilities		150		224
Total accrued expenses and other current liabilities	$	4,068	$	4,354

11. Accrued and Other Current Liabilities

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

	December 31, 2025		December 31, 2024
Accrued expenses and other current liabilities:
Accrued accounting and professional services costs	$	2,365,081	$	2,419,829
Sales tax payable		250,672		452,508
Excise tax payable		223,717		223,717
Provision for tax payable		577,726		—
Accrued payroll and benefit costs		439,693		207,970
Accrued legal costs		167,936		315,764
Accrued subscription costs		53,369		46,759
Accrued streaming service costs		51,563		51,308
Other current liabilities		224,186		173,163
Total accrued expenses and other current liabilities	$	4,353,943	$	3,891,018

Debt (Details Narrative Seven) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
Debt (Details Narrative Seven) - USD ($)	Oct. 08, 2025	Jun. 30, 2025	Sep. 30, 2025	Mar. 31, 2026	Mar. 31, 2025	Sep. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Jun. 27, 2025	Apr. 30, 2025	Feb. 05, 2024
Debt Instrument [Line Items]
Aggregate principal amount											$ 4,500,000
Adjusted conversion price and exercise price			$ 2.50
Repayment of convertible debt				$ 647,000	$ 1,877,000		$ 4,514,664	$ 750,000
Private Placement Offering 3 LLP [Member]
Debt Instrument [Line Items]
Aggregate principal amount									$ 11,000,000
Debt instrument, interest rate, original issue percentage	10.00%	10.00%
Interest rate	10.00%	10.00%
Debt instrument, maturity from date of issuance	12 months	12 months
Percentage of premium buyer require to redeem at an event of default			15.00%			15.00%			15.00%
Repayment of convertible debt			$ 183,333			$ 183,000
Private Placement Offering 3 LLP [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%
Private Placement Offering 3 LLP [Member] \| Common Stock [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants purchased										21,212

Summary of Pro Forma Financial Information (Details) - Vidello Limited [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Business Combination [Line Items]
Revenue	$ 2,696,000	$ 3,609,000	$ 12,391,854	$ 10,006,674
Cost of revenue	521,000	796,000	2,379,038	2,114,675
Operating expenses	7,955,000	7,753,000	28,511,163	19,795,088
Total other expenses (income), net	2,689,000	(1,337,000)	3,966,478	18,045,645
Loss before income taxes attributable to common stockholders	$ (8,469,000)	$ (3,603,000)	$ (22,464,825)	$ (29,948,734)

- 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

Equity

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Equity [Abstract]

Equity

14. Equity

The Company’s capital stock consists of Class A Common Stock, Class B Common Stock, Preferred Stock and Series FE Preferred Stock. All classes of stock have a par value of $0.0001 per share. The table below sets forth information about the Company’s equity, as of March 31, 2026:

	Authorized		Issued		Outstanding
Preferred Stock		75,000,000		—		—
Series FE Preferred Stock		1		—		—
Class A Common Stock		250,000,000		855,799		855,799
Class B Common Stock		25,000,000		11,556		11,556
Total		350,000,001		867,355		867,355

Class A and B Common Stock

The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. The holders of shares of Common Stock shall be entitled to receive dividends declared by the Board of Directors (“Board”), on a pro rata basis based on the number of shares of Common Stock held by each such holder, assuming conversion of all Class B Common Stock into Class A Common Stock at a one to one conversion ratio.

Preferred Stock

The Board has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares.

Series FE Preferred Stock

In connection with and as a condition to closing under the Merger Agreement during 2024, on the Closing Date, the Company issued one (1) share of series FE preferred stock (the “Series FE Preferred Stock”), to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC. The Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder’s fully-diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable.

Yorkville Standby Equity Purchase Agreement (“SEPA”)

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

Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 500 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”).

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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, 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 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 71 shares of 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) $100,000.00 per share of Class A common stock (the “Fixed Price”), or (ii) 90% of the lowest daily Volume Weighted Average Price (“VWAP”) of the Class A common stock on Nasdaq during the 10 consecutive Trading Days immediately preceding the Investor Notice date or other date of determination (the “Variable Price”). The Variable Price shall not be lower than $20,000.00 per share (the “Floor Price”). The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amount via written notice to Yorkville, provided that such amount is no more than 75% of the closing price on the Trading Day immediately prior to the time of such reduction and no greater than $20,000.00 per share of Class A common stock (the “Conversion Price”). At any time that there is a balance outstanding under the Yorkville Promissory Notes, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Promissory Notes agreement.

During the year ended December 31, 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 three months ended March 31, 2026 the Company requested the purchase of a total of 15,875 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 $336. The Company recognized a loss of approximately $14 on the sales during the three months ended March 31, 2026, which represents the difference between the fair value of the shares issued and the proceeds received from the sales.

During the three months ended March 31, 2026 the Company requested the purchase of a total of 15,875 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 815. As such, upon issuance of the Advance Notices for the Option 2 Advances, the Company recognized derivative liabilities totaling approximately $14 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 $14 during the three months ended March 31, 2026 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 15,875 shares of the Company’s Class A common stock to Yorkville for total proceeds of approximately $336.

Additionally, during the three months ended March 31, 2026, the Company settled five Advance Notices subject to the Option 2 Pricing Period issued on December 30, 2024, and accordingly sold 31,750 of the Company’s Class A common stock to Yorkville for proceeds of approximately $701.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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, 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 (“the ATM Shares”) 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.

Offers and sales of the ATM shares by the Company will be made through a prospectus supplement, dated August 27, 2025 and an accompanying base prospectus, dated August 8, 2025 (the “ATM Prospectus Supplement”), which ATM Prospectus Supplement forms a part of the Company’s shelf registration statement on Form S-3 (File 333-288908), as amended, initially filed with the SEC on July 23, 2025 (the “Registration Statement”) and declared effective by the SEC on August 8, 2025. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $8.2 million as of December 5, 2025, which is based on the limitations of General Instruction I.B.6 of Form S-3.

Pursuant to the ATM Agreement, the Company will set the parameters for the sale of the ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitation on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, the Manager will use its commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell the ATM Shares from time to time based upon the Company’s instructions. The Company has no obligation to sell any the ATM Shares under the ATM Agreement and may at any time suspend solicitation and offers under the ATM Agreement. The Manager is not obligated to purchase any ATM Shares on a principal basis pursuant to the ATM Agreement.

The ATM Agreement provides that the Company will pay the Manager commissions for its services for acting as agent in the sale of the ATM Shares. The Manager will be entitled to compensation at a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of the ATM Shares. The Company has agreed to provide the Manager and certain affiliates of the Manager with customary indemnification and contribution rights, including for liabilities under the Securities Act. Pursuant to the ATM Agreement terms, the Company has agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel not to exceed $100 (excluding any periodic due diligence fees) incurred in connection with entering into the transactions contemplated by the ATM Agreement and has agreed to reimburse Wainwright up to a maximum of $5 per Representation Date (as defined in the ATM Agreement) in connection with a new Registration Statement or the filing of the Company’s Annual Report on Form 10-K and approximately $3 in connection with each other Representation Date, plus any incidental expense incurred by the Manager in connection therewith.

The ATM Agreement contains customary representations and warranties and conditions regarding the placements of the Shares pursuant thereto, obligations to sell Shares under the ATM Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement.

The ATM and the ATM Prospectus Supplement will terminate upon the earlier of (i) the sale of the Maximum Amount (as defined in the ATM Agreement) of Shares pursuant to the ATM Agreement, or (b) the termination of the ATM Agreement by us or the Manager as permitted therein.

In May 2025, the Company entered into a private placement agreement with certain investors to sell 1,595 shares of Class A common stock at $138.00 per share and 1,618 prefunded warrants (the “May 2025 Prefunded Warrants”) at $68.00 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 1,618 shares of Class A common stock. The Company collected in aggregate $330 of gross proceeds from this private placement.

During the three months ended March 31, 2026, the Company issued 107,258 shares under the ATM Agreement for net proceeds of approximately $2,636.

Shares Issued to Hudson

On January 3, 2025, the Company issued 750 restricted shares of its Common Stock, with a determined fair value of $231, 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 2,000, 1,180, and 2,600, 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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Shares Issued to Verista

On August 26, 2024, the Company issued 150 shares of its Common Stock, with a determined fair value of $50, in partial settlement of amounts owing to Verista. Refer to Note 13 – Commitments and Contingencies for further detail.

Shares Issued for RSU

During the three months ended March 31, 2026 and 2025, 38,304 and 1,689 RSUs vested into 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 4,491 shares of Class A Common Stock, with a determined fair value of $1,662. Refer to Note 4 – Acquisitions for further detail.

Shares Issued for pre-funded warrant exercise

On January 7, 2025, the Company issued 4 shares of Class A Common Stock to CP BF, resulting from the exercise by CP BF of exercise of four (4) pre-funded warrants under the CP BF Pre-Funded Warrant. See Note 12 – Warrant Liabilities.

On April 21, 2025, the Company issued 5,244 shares of Class A Common Stock to Alco, resulting from the exercise by Alco of pre-funded warrants purchased during September 2024.

On November 26, 2025, the Company issued 58,832 shares of Class A Common Stock to FE IV Aggregator, resulting from the exercise by FE IV Aggregator of Pre-Funded Warrants held by FE Aggregator as part of the OpenReel Merger Consideration.

Shares Issued for private placement

In May 2025, the Company entered into a private placement agreement with certain investors to sell 1,594 shares of Class A common stock at $138.00 per share and 1,618 prefunded warrants (the “May 2025 Prefunded Warrants”) at $68.00 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 1,618 shares of Class A common stock. The Company collected in aggregate $330 of gross proceeds from this private placement.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

15. Equity

Schedule of Equity

	Authorized		Issued		Outstanding
Preferred Stock		75,000,000		—		—
Series FE Preferred Stock		1		—		—
Class A Common Stock		250,000,000		515,761		515,761
Class B Common Stock		25,000,000		11,556		11,556
Total		350,000,001		527,317		527,317

Class A and B Common Stock

Preferred Stock

The Board has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares.

Series FE Preferred Stock

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.

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 71 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 $20,000.00 per share (the “Floor Price”). The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amount via written notice to Yorkville, provided that such amount is no more than 75% of the closing price on the Trading Day immediately prior to the time of such reduction and no greater than $20,000.00 per share of Class A common stock (the “Conversion Price”). At any time that there is a balance outstanding under the Yorkville Promissory Notes, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Promissory Notes agreement.

During the year ended December 31, 2025 the Company requested the purchase of a total of 63,301 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 $6,473,887. 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 year ended December 31, 2025 the Company requested the purchase of a total of 80,800 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 815. As such, upon issuance of the Advance Notices for the Option 2 Advances, the Company recognized derivative liabilities totaling approximately $467,656 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 $467,656 during the year ended December 31, 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 80,800 shares of the Company’s Class A common stock to Yorkville for total proceeds of approximately $11,222,588.

Additionally, during the year ended December 31, 2025, the Company settled one Advance Notice subject to the Option 2 Pricing Period issued on December 30, 2024, and accordingly sold 1,525 of the Company’s Class A common stock to Yorkville for proceeds of approximately $48,000.

Shares Issued under ATM Agreement

The ATM Agreement provides that the Company will pay the Manager commissions for its services for acting as agent in the sale of the ATM Shares. The Manager will be entitled to compensation at a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of the ATM Shares. The Company has agreed to provide the Manager and certain affiliates of the Manager with customary indemnification and contribution rights, including for liabilities under the Securities Act. Pursuant to the ATM Agreement terms, the Company has agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel not to exceed $100,000 (excluding any periodic due diligence fees) incurred in connection with entering into the transactions contemplated by the ATM Agreement and has agreed to reimburse Wainwright up to a maximum of $5,000 per Representation Date (as defined in the ATM Agreement) in connection with a new Registration Statement or the filing of the Company’s Annual Report on Form 10-K and $2,500 in connection with each other Representation Date, plus any incidental expense incurred by the Manager in connection therewith.

During the year ended December 31, 2025, the Company issued 90,820 shares under the ATM Agreement for net proceeds of approximately $3,429,257.

Shares Issued to Hudson

On January 3, 2025, the Company issued 750 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 2,000, 1,180, and 2,600, 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 150 shares of its Common Stock, with a determined fair value of $49,800, in partial settlement of amounts owing to Verista. Refer to Note 14 – Commitments and Contingencies for further detail.

Shares Issued for RSU

During the year ended December 31, 2025, 10,048 RSUs vested into 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 4,491 shares of Class A Common Stock, with a determined fair value of $1,661,677. Refer to Note 4 – Acquisitions for further detail.

Shares Issued for pre-funded warrant exercise

On January 7, 2025, the Company issued 1 share of Class A Common Stock to CP BF, resulting from the exercise by CP BF of exercise of one (1) pre-funded warrant under the CP BF Pre-Funded Warrant. See Note 13 – Warrant Liabilities.

On April 21, 2025, the Company issued 5,244 shares of Class A Common Stock to Alco, resulting from the exercise by Alco of pre-funded warrants purchased during September 2024.

Shares Issued for private placement

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant, and Equipment [Abstract]

Summary of Property and Equipment

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

Summary of Property and Equipment

	December 31, 2025			December 31, 2024
Computers and equipment	$	12,782		$	34,474
Less: accumulated depreciation		(4,536	)		(30,935	)
Property and equipment, net	$	8,246		$	3,539

Depreciation expense for the year ended December 31, 2025 and 2024 was $4,424 and $2,825 respectively.

Schedule of Components of Net Loss Before Income Taxes


	Year Ended December 31,
Components of net loss before income taxes:	2025			2024
United States	$	(22,673,927	)	$	(31,513,389	)
Foreign		242,469			—

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

	Amount			% of Pretax Income
US Federal Statutory Tax Rate	$	(4,710,559	)		21.00	%
State and Local Income Taxes, Net of Federal Income Tax Effect		—			0.00	%
Foreign Tax Effects
United Kingdom
Statutory tax rate difference between United Kingdom and United States		9,699			-0.04	%
Effect of Changes in Tax Laws or Rate Enacted in the Current Period
Effect of Cross-Border Tax Laws		18,900			-0.09	%
Tax Credits
R&D Credits		(15,243	)		0.07	%
Change in valuation allowance		3,149,702			-14.04	%
Change in state tax rate, value
Change in state tax rate, percentage
Non-deductible interest – IRC 163(l), value
Non-deductible interest – IRC 163(l), percentage
Non-deductible transaction/restructuring costs, value
Non-deductible transaction/restructuring costs, percentage
Nondeductible warrant issuance expense, value
Nondeductible warrant issuance expense, percentage
Impairment of goodwill, value
Impairment of goodwill, percentage
Other non-deductible expenses, value
Other non-deductible expenses, percentage
Nontaxable or Nondeductible Items:
Change in Fair Value Estimates		(602,735	)		2.76	%
Loss on Conversion – 163(l)		1,528,553			-6.81	%
Stock Compensation Adjustments		293,474			-1.34	%
Other		388,826			-1.79	%
Effective tax rate	$	60,617			-0.28	%

A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the period ended December 31, 2024 consists of the following:

Statutory federal income tax benefit	$	(6,617,812	)	21.0	%
State taxes, net of federal tax benefit		(463,682	)	1.5	%
Change in valuation allowance		2,968,883		-9.4	%
Change in state tax rate		16,101		-0.1	%
Change in fair value estimates		(107,489	)	0.3	%
Non-deductible interest – IRC 163(l)		516,624		-1.6	%
Non-deductible transaction/restructuring costs		—		0.0	%
Loss on debt conversion and extinguishment		2,935,747		-9.3	%
Nondeductible warrant issuance expense		—		0.0	%
Impairment of goodwill		612,511		-1.9	%
Other non-deductible expenses		139,117		-0.5	%
Effective tax rate	$	—		-0.1	%

Schedule of Components of Income Tax Provision (Benefit)

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

	2025			2024
	Year Ended December 31,
	2025			2024
Current:
Federal	$	—		$	—
State		—			—
Foreign		214,398			—
Total current		214,398			—
Deferred:
Federal		—			—
State		—			—
Foreign		(153,781	)		—
Total deferred		(153,781	)		—
Total	$	60,617		$	—

Summary of Amounts of Cash Income Taxes Paid (Received)


Federal	$	—
State and local		—
Foreign		—
Income taxes, net of amounts refunded	$	—

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

	2025			2024
	As of December 31,
	2025			2024
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	15,736,074		$	12,347,734
Contribution carryforwards		8,803			23,718
Tax credits		175,785			91,889
Stock-based compensation		284,981			157,165
Accrual to cash adjustment		—			—
Startup costs and other intangibles		1,618,932			1,700,257
Acquired intangibles		(1,953,499	)		(870,569	)
Lease liabilities		13,030			16,339
Right-of-use assets		(12,830	)		(16,308	)
Accrued expenses		664,106			651,519
Capitalized R&D costs (Sec. 174)		1,959,520			1,930,337
Other		66,496			8,182
Deferred tax assets		18,561,398			16,040,263
Valuation allowance		(19,679,073	)		(16,040,263	)
Deferred tax assets (liabilities), net of allowance	$	(1,170,469	)	$	—

Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Operating lease right-of-use assets	$ 49,000	$ 55,871	$ 72,565
Operating lease liability, current	30,000	22,823	22,731
Operating lease liability, non-current	$ 19,000	33,922	49,974
Total operating lease liabilities		$ 56,745	$ 72,705
Operating leases (in years)		1 year 9 months 29 days	2 years 9 months 29 days
Operating leases		9.40%	9.40%

Schedule of Private Placement Offering (Details) - USD ($)					3 Months Ended	12 Months Ended
	Dec. 03, 2025	Oct. 08, 2025	Aug. 19, 2025	Jun. 30, 2025	Mar. 31, 2026	Dec. 31, 2025	Feb. 05, 2024
Short-Term Debt [Line Items]
Principal amount							$ 4,500,000
Boot Capital [Member]
Short-Term Debt [Line Items]
Maturity date	Aug. 30, 2026
Principal amount	$ 115,000
Proceeds from debt	100,000
Original issue discount	$ 15,000
Interest rate	14.00%
Percentage of common stock shares convertible					4.99%	4.99%
Private Placement Notes [Member]
Short-Term Debt [Line Items]
Principal amount					$ 9,233,000	$ 6,900,000
Proceeds from debt					$ 7,377,000	$ 5,497,909
Private Placement Notes [Member] \| June 3i Note [Member]
Short-Term Debt [Line Items]
Maturity date				Jun. 30, 2026
Principal amount				$ 2,200,000
Proceeds from debt				$ 1,725,000
Debt instrument conversion price per share				$ 50.00
Initial Conversion Floor Price per Share				$ 2.20
Private Placement Notes [Member] \| August 3i Note [Member]
Short-Term Debt [Line Items]
Maturity date			Sep. 19, 2026
Principal amount			$ 2,200,000
Proceeds from debt			$ 1,762,000
Debt instrument conversion price per share			$ 50.00
Initial Conversion Floor Price per Share			$ 22.00
Private Placement Notes [Member] \| October 3i Note [Member]
Short-Term Debt [Line Items]
Maturity date		Oct. 08, 2026
Principal amount		$ 2,500,000
Proceeds from debt		$ 2,010,909
Debt instrument conversion price per share		$ 50.00
Initial Conversion Floor Price per Share		$ 12.40
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Number of Buyer Warrants Issued by the Company					50,684	393,231
Private Placement Warrants [Member] \| June Warrant [Member]
Short-Term Debt [Line Items]
Number of Buyer Warrants Issued by the Company				3,357
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 50.00
Private Placement Warrants [Member] \| August Warrant [Member]
Short-Term Debt [Line Items]
Number of Buyer Warrants Issued by the Company			6,306
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 50.00
Private Placement Warrants [Member] \| October Warrant [Member]
Short-Term Debt [Line Items]
Number of Buyer Warrants Issued by the Company		10,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 50.00

Summary of Changes in Allowance for Credit Losses (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Accounting Policies [Abstract]
Balance - December 31, 2024	$ 41,341	$ 24,210
Change in provision for credit losses	(15,000)	17,131
Balance - December 31, 2025	$ 26,000	$ 41,341

Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Current:
Federal
State
Foreign			214,398
Total current			214,398
Deferred:
Federal
State
Foreign			(153,781)
Total deferred			(153,781)
Effective tax rate	$ (52,000)	$ 74,000	$ 60,617

Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units, Beginning Balance	20,695	1,704
Weighted Average Grant Date Fair Value, Beginning balance Outstanding	$ 149.00	$ 348.00
Units, Granted	44,557	29,777
Weighted Average Grant Date Fair Value, Granted	$ 21.96	$ 140.60
Units, Vested	(38,304)	(10,048)
Weighted Average Grant Date Fair Value, Vested	$ 36.84	$ 238.20
Units, Forfeited	(240)	(738)
Weighted Average Grant Date Fair Value, Forfeited	$ 206.00	$ 169.80
Units, Ending Balance	26,708	20,695
Weighted Average Grant Date Fair Value, Ending balance Outstanding	$ 71.77	$ 149.00

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt

11. 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 million 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 5 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 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 10,000 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 December 31, 2024, the Company issued an aggregate of 950 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and during the three months ended March 31, 2025 the Company paid an aggregate of $215 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 14 – Equity for further details on the SEPA), Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, an aggregate principal amount of up to $3.5 million, $2.0 million 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 $1.8 million after a non-cash original issue discount of $200.

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 $1.0 million (the “Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company in the form of convertible promissory notes. On February 5, 2024 in exchange for a promissory note in the principal amount of $1.0 million (the “February Yorkville Promissory Note”), with the same terms as the December Yorkville Convertible Note, the Company received net proceeds of $900 after an original issue discount of $100.

On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $1.5 million (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 after an original issue discount of $250.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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 $2.0 million 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 Yorkville 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 Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $200 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 Original 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 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 Yorkville 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 Yorkville 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 Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $75 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 June 2, 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 on May 31, 2024 (the “Repayment Date”), and issued an Advance Notice for the purchase of 60 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 as of the Repayment Date) (the “Premium Advance”). The total purchase price for the Premium Advance was $110, of which $75 was applied in satisfaction of the Payment Premium, and the remaining $35 was paid by Yorkville to the Company in cash (the “Cash Surplus”). The Premium Advance Shares were recorded at fair value totaling $116 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 $400.00 per share, 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 March 31, 2026, 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 14 – Equity). 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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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 million, 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 fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 14 – Equity) of $400.00 per share 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 $58.80 per share of Class A Common Stock, thus curing the Amortization Event condition.

During the year ended December 31, 2024, $2.0 million of the full outstanding principal under the December Yorkville Convertible Note, respectively, was converted into 1,377 shares of Class A Common stock of the Company. During the year ended December 31, 2024, the full principal amount of $1.0 million under the February Yorkville Promissory Note was converted into 145 Class A Common stock of the Company. During the year ended December 31, 2024, the full outstanding principal amount of $750 under the March Yorkville Promissory Note was converted into 750 shares of Class A Common Stock.

On January 30, 2025 (the “Issuance Date”), in connection with and pursuant to the terms of the SEPA (refer to Note 14 – 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 $3.5 million. The Company received net proceeds of $3,140 after an original issue discount of $350, and $10 in 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 30^th 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) $1.0 million 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 $400.00 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, of which approximately $3,500 was applied against outstanding principal, and approximately $140 was paid to Yorkville as Payment Premiums and expensed as incurred. As of June 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 $2.0 million (the “Original Principal Amount”) to the Company, to be used as an advance under the SEPA. The Company received $890 from the Investor on that same date (“Advance #1), which reflects 50% of the Original Principal Amount, less 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 Company received the remaining 50% of the Original Principal Amount, or $1.0 million, less 10% discount of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (“Advance #2”).

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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 30^th 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 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 $50.00 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.

On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 5,750 shares of the Company’s Class A Common Stock at a purchase price of $61.60 for a total purchase price of $354 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 8, 2025, the Company issued 5,750 shares of Class A Common Stock to Yorkville.

On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 3,250 shares of the Company’s Class A Common Stock at a purchase price of $59.00 for a total purchase price of $191 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 15, 2025, the Company issued 3,250 shares of Class A Common Stock to Yorkville.

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 conversion price, which was $50.00 per unit at March 31, 2026. 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, 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% and interest expense totaled $851 for the year ended December 31, 2024, comprised of $773 of contractual interest and $79 of amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% for the year ended December 31, 2024. For the year ended December 31, 2024, interest expense on the Convertible Notes totaled $350 comprised of $326 of contractual interest and $25 for the amortization of the discount.

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 FASB ASC 470, Debt, the Company treated the Old CP BF Notes as extinguished and recognized a loss on debt extinguishment of $6.5 million, 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 CP BF was determined to be a related party as they owned approximately 16% of the outstanding Class A Common Stock.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

In conjunction with the side letter, the Company agreed to issue to CP BF, 350 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 $10.8 million. 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 $778.00. 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 2024 CP BF Convertible Note has an embedded redemption put feature upon a Prepayment and Default Interest triggering events. For further discussion of this derivative see Note 7 – Fair Value Measurements.

In October 2024, CP BF exercised its optional conversion option in which it received 278 Class A Common Stock at the fixed conversion price per share of $778.00 in satisfaction of $216 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 $2.0 million in debt into 1,305 shares of Class A Common Stock, CP BF Warrants to purchase up to 2,828 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 1,524 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 $778.00 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, Joseph Davy, agreed not to sell an aggregate of 11,556 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 $3.0 million. For the year ended December 31, 2025, the Company paid a total of $2,840 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% as of March 31, 2026. For the three months ended March 31, 2026 and 2025, interest expense on the 2024 CP BF Convertible Note totaled $194 and $335, respectively.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

The following table presents the 2024 CP BF Convertible Note as of March 31, 2026 and December 31, 2025:

Summary of Convertible Notes

	March 31, 2026			December 31, 2025
	As of
	March 31, 2026			December 31, 2025
Face value of the CP BF convertible notes	$	8,759		$	8,759
Debt premium, net		—			—
Carrying value of the CP BF convertible notes		8,759			8,759
Accrued interest		1,752			1,558
Prepayments made		(5,012	)		(5,012	)
Conversions		(382	)		(382	)
Total CP BF convertible notes and accrued interest	$	5,117		$	4,923

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 $50.00. 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 $2.0 million against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $10.0 million 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 SEC within 60 days of the CP BF Letter Agreement. As per the CP BF Letter Agreement, subject to the receipt by CP BF of $2.0 million 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 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.

2025 CP BF Conversions

Between October 17, 2025 and December 31, 2025, CP BF exercised its optional conversion option multiple times and received an aggregate of 3,135 shares of Class A Common Stock at conversion prices per share ranging from $54.20 to $55.00 in satisfaction of $165 of the Company’s obligations under the 2024 CP BF Convertible Note.

Notes payable, carried at fair value

Agile Term Notes

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 (“Agile”) and Agile Capital Funding, LLC as the collateral agent (“Agile Funding”) and issued a subordinated secured promissory note (the “July Agile Note”) for an aggregate principal amount of $788 and received net proceeds of $750, after administrative agent fees of $38 paid to Agile Funding, with a maturity date of February 5, 2025. The July Agile Note bears interest at a rate of 42%.

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 and Agile Funding and issued a subordinated secured promissory note (the “September Agile Note”) for an aggregate principal amount of $263 and received net proceeds of $250, after administrative agent fees of $13 paid to Agile Funding, with a maturity date of March 3, 2025. The September Agile Note bears interest at a rate of 48%.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

On December 12, 2024, the Company issued a subordinated secured promissory note (the “December Agile Note”) for an aggregate principal amount of $2,400 and received net proceeds of $1,782, after administrative agent fees of $120 paid to Agile Funding, and net of payments to Agile of $320 and $178 in respect to early prepayment of the remaining outstanding balances of the July Agile Note and September Agile Note. The December Agile Note has a maturity date of July 10, 2025 and bears interest at a rate of 44%.

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 $1,072.

On March 31, 2025, the Company issued a subordinated secured promissory note (the “March Agile Note”) for an aggregate principal amount of $4,000 and received net proceeds of $2,044, after administrative agent fees of $200 paid to Agile Funding, and net of payments to Agile of $1,756 in respect to early prepayment of the remaining outstanding balances of the December Agile Note. The March Agile Note has a maturity date of November 12, 2025 and bears interest at a rate of 44%.

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 $1,770.

On June 12, 2025, the Company issued a subordinated secured promissory note (the “June Agile Note”) for an aggregate principal amount of $263 and received net proceeds of $250, after administrative agent fees $13 paid to Agile Funding. The June Agile note has a maturity date of December 15, 2025 and bears interest at a rate of 48%.

On March 30, 2026, the Company issued a subordinated secured promissory note (the “March 2026 Agile Note”) for an aggregate principal amount of $90 and received net proceeds of $85, after administrative agent fees $5 paid to Agile Funding. The March 2026 Agile note has a maturity date of October 27, 2026 and bears interest at a rate of 44%.

The July Agile Note, the September Agile Note, the December Agile Note, the March Agile Note, June Agile Note, and the March 2026 Agile Note are together referred to as the “Agile Notes.” Interest on the Agile Notes is calculated on a 360 day year based on the actual number of days lapsed, and accrues commencing on and including the effective date pursuant to the respective agreement’s weekly repayment and amortization schedule.

The collateral under the July and September 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.

Following the issuance of the March Agile Note, the Company entered into a series of exchange and forbearance arrangements with Agile and Agile Funding, relating to the outstanding balance of the March Agile Note.

As of December 11, 2025, the remaining principal and accrued and unpaid interest under the March Agile Note was approximately $1,495. On December 15, 2025, the Company entered into a forbearance agreement with Agile and Agile Funding, pursuant to which Agile agreed to forbear from exercising its rights and remedies under the March Agile Note and related loan documents in connection with existing defaults. In consideration for such forbearance, the outstanding balance of the March Agile Note was increased to $2,123.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Upon the modification on December 15, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the March Agile Note due to the terms of the March Agile Note after the modification being substantially different from before the modification as a result of the forbearance agreement. As a result, the Company recorded a loss on debt extinguishment of $633.

On December 15, 2025, the Company entered into an exchange agreement with Agile (“Agile Exchange Agreement”) pursuant to which the Company issued 11,640 shares of its Class A common stock in exchange for a reduction of $284 in the outstanding balance of the March Agile Note. Following this exchange, the outstanding balance of the March Agile Note was reduced to approximately $1,839.

Between January 27, 2026 and March 27, 2026, the Company entered into multiple exchange agreements with Agile on substantially similar terms as the Agile Exchange Agreement pursuant to which the Company issued an aggregate of 29,306 shares of its Class A common stock at conversion prices per share ranging from $21.40 to $23.04 in exchange for a reduction of $660 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $1,179.

Interest expense on the Agile Notes totaled $0 and $450 for the three months ended March 31, 2026 and 2025, respectively.

The following presents the Agile Notes for the three months ended March 31, 2026:

Summary of Notes

	Agile Term Notes
Balance at December 31, 2025	$	1,728
Issuance of Agile term notes		90
Loss on issuance		30
Conversions		(660	)
Repayments in cash
Change in fair value		111
Balance at March 31, 2026	$	1,299

Outstanding principal balance as of March 31, 2026	$	1,269
Accrued interest as of March 31, 2026	$	—

1800 Diagonal Convertible Notes

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”) and issued a promissory note (the “August 1800 Diagonal Note”) for an aggregate principal amount of $184 and received net proceeds of $152, after an original issue discount of $24 and issuance costs of $8 for due diligence and legal fees. The August 1800 Diagonal Note has a maturity date of June 15, 2025 and bears interest at 12% per annum. 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.

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 and converted into 352 shares of the Company’s Class A Common Stock in satisfaction of $17 of the Company’s obligations under the September 1800 Diagonal Note.

On December 10, 2024, the Company issued a third promissory note (the “December 1800 Diagonal Note”) for an aggregate principal amount of $124 and received net proceeds of $100, after an original discount of $16 and issuance costs of $8 for due diligence and legal fees. The December 1800 Diagonal Note has a maturity date of October 15, 2025 and bears interest at 12% per annum.

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 and converted into 999 shares of the Company’s Class A Common Stock in satisfaction of $52 of the Company’s obligations under the December 1800 Diagonal Note.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

On February 7, 2025, the Company issued a fourth promissory note (the “February 1800 Diagonal Note”) for an aggregate principal amount of $124 and received net proceeds of $100, after an original discount of $16 and issuance costs of $8 for due diligence and legal fees. The February 1800 Diagonal Note has a maturity date of December 15, 2025 and bears interest at 12% per annum. 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 $81 and converted into 1,639 shares of the Company’s Class A Common Stock in satisfaction of $70 of the Company’s obligations under the February 1800 Diagonal Note.

On April 17, 2025, the Company issued a fifth promissory note (the “April 1800 Diagonal Note”) for an aggregate principal amount of $230 and received net proceeds of $192, after an original discount of $30 and issuance costs of $8 for due diligence and legal fees. The April 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.

Between October 21, 2025 and October 27, 2025, the Lender exercised its conversion option multiple times under the April 1800 Diagonal Note and received an aggregate of 7,015 shares of Class A Common Stock at conversion prices per share ranging from $33.80 to $41.20 in full satisfaction of the Company’s remaining obligations under the April 1800 Diagonal Note totaling $265.

On May 9, 2025, the Company issued a sixth promissory note (the “May 1800 Diagonal Note”) for an aggregate principal amount of $163 and received net proceeds of $135, after an original discount of $21 and issuance costs of $7 for due diligence and legal fees. The May 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.

On July 23, 2025, the Company issued a seventh promissory note (the “July 1800 Diagonal Note”) for an aggregate principal amount of $296 and received net proceeds of $250, after an original discount of $39 and issuance costs of $7 for due diligence and legal fees. The July 1800 Diagonal Note has a maturity date of May 30, 2026 and bears interest at 12% per annum.

Between January 26, 2026 and January 27, 2026, the Lender exercised its conversion option multiple times under the July 1800 Diagonal Note and received an aggregate of 20,047 shares of Class A Common Stock at conversion prices per share ranging from $16.50 to $18.00 in full satisfaction of the Company’s remaining obligations under the July 1800 Diagonal Note totaling $331.

On September 12, 2025, the Company issued an eighth promissory note (the “September 2025 1800 Diagonal Note”) for an aggregate principal amount of $152 and received net proceeds of $125, after an original discount of $20 and issuance costs of $7 for due diligence and legal fees. The September 2025 1800 Diagonal Note has a maturity date of June 15, 2026 and bears interest at 14% per annum.

On March 19, 2026, the Lender exercised its conversion option under the July 1800 Diagonal Note and received 3,766 shares of Class A Common Stock at a conversion price per share of $14.745 in full satisfaction of the Company’s remaining obligations under the July 1800 Diagonal Note totaling $54.

On November 4, 2025, the Company issued a ninth promissory note (the “November 1800 Diagonal Note”) for an aggregate principal amount of $238 and received net proceeds of $200, after an original discount of $31 and issuance costs of $7 for due diligence and legal fees. The November 1800 Diagonal Note has a maturity date of July 30, 2026 and bears interest at 14% per annum.

On December 3, 2025, the Company issued a tenth promissory note (the “December 2025 1800 Diagonal Note”) for an aggregate principal amount of $94 and received net proceeds of $75, after an original discount of $12 and issuance costs of $7 for due diligence and legal fees. The December 2025 1800 Diagonal Note has a maturity date of August 30, 2026 and bears interest at 14% per annum.

On January 12, 2026, the Company issued an eleventh promissory note (the “1800 Diagonal Note #11”) for an aggregate principal amount of $296 and received net proceeds of $250, after an original discount of $39 and issuance costs of $7 for due diligence and legal fees. The 1800 Diagonal Note #11 has a maturity date of October 15, 2026 and bears interest at 14% per annum.

On March 17, 2026, the Company issued a twelfth promissory note (the “1800 Diagonal Note #12”) for an aggregate principal amount of $181 and received net proceeds of $150, after an original discount of $24 and issuance costs of $7 for due diligence and legal fees. The 1800 Diagonal Note #12 has a maturity date of December 15, 2026 and bears interest at 14% per annum.

The August, September, December, February, April, May, July, September 2025, November, December 2025, Note #11 and Note #12 described above are together referred to as the “1800 Diagonal Notes.” Interest on the 1800 Diagonal Notes accrues commencing on and including the issuance date pursuant to the respective agreement’s repayment and amortization schedule.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Upon an event of default, as defined in the respective 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. For further discussion of this derivative, see Note 7 – Fair Value Measurements.

Interest expense on the 1800 Diagonal Notes totaled approximately $115 and $37 for the three months ended March 31, 2026 and 2025, respectively.

The following table presents the 1800 Diagonal Notes three months ended March 31, 2026:

Summary of Notes

	1800 Diagonal
Balance at December 31, 2025	$	747
Issuance of convertible notes		414
Loss on debt issuance		19
Repayments in cash		(54	)
Change in fair value		95
Conversions		(385	)
Balance at March 31, 2026	$	836

Outstanding principal balance as of March 31, 2026	$	703
Accrued interest as of March 31, 2026	$	72

3i, LP Private Placement Offering

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 $11.0 million (the “Private Placement Convertible Notes”) which are convertible into shares of the Company’s Class A 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.

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”). Refer to Note 14 – 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 and the Company issued an initial Note (the “June 3i Note”) and an initial warrant (“June Warrant”) to acquire shares of the Company’s Class A Common Stock. The parties conducted subsequent closings on August 19, 2025, October 8, 2025, and February 13, 2026 and the Company issued additional notes and warrants (the “August 3i Note” and the “August Warrant,” the “October 3i Note” and the “October Warrant,” and the “February 3i Note” and “February Warrant,” respectively). The following table presents the maturity date, the original principal amount, the net proceeds received by the Company after original issue discount and issuance fees and costs, the initial conversion price per share, and the initial conversion floor price per share at the date of closing for each Note, and the number of warrants and the initial exercise price per share for each Buyer Warrant associated with the Private Placement Offering:

Schedule of Private Placement Offerings

	Private Placement Notes										Private Placement Warrants
Closing Date	Note Issued by the Company	Maturity Date of the Note	Original Principal Amount of the Note		Net Proceeds Received by the Company		Initial Conversion Price per Share		Initial Conversion Floor Price per Share		Warrants Issued by the Company	Number of Buyer Warrants Issued by the Company		Initial Buyer Warrant Exercise Price per Share
June 30, 2025	June 3i Note	June 30, 2026	$	2,200	$	1,725	$	50.00	$	2.20	June Warrant		3,357	$	50.00
August 19, 2025	August 3i Note	September 19, 2026		2,200	$	1,762	$	50.00	$	22.00	August Warrant		6,306	$	50.00
October 8, 2025	October 3i Note	October 8, 2026		2,500	$	2,011	$	50.00	$	12.40	October Warrant		10,000	$	50.00
February 13, 2026	February 3i Note	February 13, 2027		2,333	$	1,879	$	22.20	$	5.080	February Warrant		21,021	$	22.20
Total			$	9,233	$	7,377							50,684

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

The Private Placement Notes were issued with an original issue discount of 10.0% and accrue interest at a rate of 10.0% per annum.

The net proceeds received by the Company are after the original issue discount and issuance fees and costs, financial advisory fees and estimated offering expenses. The Private Placement Notes mature twelve (12) months from the respective date of issuance, 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 Private Placement Notes have a respective conversion price that is subject to a floor price. In certain pricing conditions set by the conversion formula in the agreement, a conversion may result in the Company delivering both shares and cash to the Buyer. The Company intends to use the net proceeds received from the Private Placement Offering for general corporate purposes and working capital.

In September 2025, as per the terms of the Notes and Warrants, the conversion price and exercise price was adjusted to $2.50. 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 11 – Debt in the notes to the 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.

In addition, if an Event of Default (as defined in the Notes) has occurred, 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 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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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. 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 unaudited condensed consolidated statements of operations and comprehensive loss statement in a single line item.

3i, LP Conversions

Between August 12, 2025 and October 22, 2025, the Buyer exercised its contractual conversion options multiple times under the June 3i Note and received an aggregate of 30,823 shares of Class A Common Stock at conversion prices per share ranging from $38.20 to $51.60 in full satisfaction of the Company’s remaining obligations under the June 3i Note totaling $1,420.

Between September 10, 2025 and October 14, 2025, the Buyer exercised its contractual conversion option multiple times under the August 3i Note and received an aggregate of 30,883 shares of Class A Common Stock at conversion prices per share ranging from $38.20 to $48.40 in satisfaction of $1,412 of the Company’s obligations under the August 3i Note.

Between October 16, 2025 and December 11, 2025, the Buyer exercised its contractual conversion option multiple times under the October 3i Note and received an aggregate of 66,584 shares of Class A Common Stock at conversion prices per share ranging from $20.60 to $50.00 in satisfaction of $1,677 of the Company’s obligations under the October 3i Note.

Between January 7, 2026 and February 10, 2026, the Buyer exercised its contractual conversion option multiple times under the August 3i Note and received an aggregate of 36,667 shares of Class A Common Stock at a conversion price per share of $22.20 in satisfaction of $807 of the Company’s obligations under the August 3i Note.

Between January 8, 2026 and February 19, 2026, the Buyer exercised its contractual conversion option multiple times under the October 3i Note and received an aggregate of 60,764 shares of Class A Common Stock at conversion prices per share ranging from $17.20 to $20.40 in satisfaction of $1,073 of the Company’s obligations under the October 3i Note.

Between March 2, 2026 and March 25, 2026, the Buyer exercised its contractual conversion option multiple times under the February 3i Note and received an aggregate of 46,371 shares of Class A Common Stock at conversion prices per share ranging from $16.60 to $19.60 in satisfaction of $856 of the Company’s obligations under the October 3i Note.

Interest expense on the Private Placement Convertible Notes totaled approximately $182 for the three months ended March 31, 2026.

The following table presents the Private Placement Convertible Notes as of March 31, 2026:

Summary of Notes

	3i, LP Notes
Balance as of December 31, 2025	$	1,856
Issuance of Private Placement Convertible Notes		2,121
Loss on debt issuance		1,039
Change in fair value		(391	)
Conversions		(2,735	)
Balance as of March 31, 2026	$	1,890

Outstanding principal balance as of March 31, 2026	$	1,556
Accrued interest as of March 31, 2026	$	155

Boot Capital

On December 3, 2025, the Company issued a promissory note (the “Boot Capital Note”) for an aggregate principal amount of $115 and received $100 of proceeds, net of an original discount of $15, with a maturity date of August 30, 2026. The stated interest rate on the Boot Capital Note is 14% per annum, and interest shall accrue on the Boot Capital Note commencing on and including the issuance date pursuant to the agreement’s repayment and amortization schedule.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Upon an event of default, as defined in the agreement, all or any portion of the Boot Capital Note that is 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 Boot Capital Note becomes 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 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 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 Boot Capital Note 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, the Company elected to account for the Boot Capital Note at fair value pursuant to ASC 825. For further discussion of fair value, see Note 7 – Fair Value Measurements.

Boot Capital Convertible Note

The following table presents the Boot Capital Convertible Note as of March 31, 2026:

Summary of Notes

	Boot Capital
Balance at December 31, 2025	$	116
Change in fair value		7
Balance at March 31, 2026	$	123

Outstanding principal balance as of March 31, 2026	$	100
Accrued interest as of March 31, 2026	$	14

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

12. Debt

Promissory Notes

Promissory Notes - Related Party

On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $150,000 to Alco Investment Company (“Alco”), a related party. Alco held its ownership of over 10% of the issued equity of the Company, through its ownership of Series A preferred stock. The Alco August Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on April 29, 2024. For the year ended December 31, 2024, interest expense on the Alco August Promissory Note totaled $11,284, comprised of $8,022 of contractual accrued interest and $3,261 for the amortization of the discount. As of December 31, 2024 the Alco August Promissory Note was converted in full (see below).

On September 13, 2023, the Company issued a subordinate promissory note (“Alco September Promissory Note”) in the aggregate principal amount of up to $1,500,000 to Alco. The Alco September Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest were due and payable on September 30, 2024, however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco September Promissory Note totaled $283,188, comprised of $92,822 of contractual accrued interest and $190,366 for the amortization of the discount. As of December 31, 2024 the Alco September Promissory Note was converted in full (see below).

On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $750,000 to Alco. The Alco November Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest were due and payable on April 13, 2024, however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco November Promissory Note totaled $321,189, comprised of $43,891 of contractual accrued interest and $277,298 for the amortization of the discount. As of December 31, 2024 the Alco November Promissory Note was converted in full (see below).

On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $2,000,000 to Alco. The Alco December Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on December 31, 2024. For the year ended December 31, 2024, interest expense on the Alco December Promissory Note totaled $936,941, comprised of $117,040 of contractual accrued interest and $819,901 for the amortization of the discount. As of December 31, 2024 the Alco December Promissory Note was converted in full (see below).

In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the “Alco Share Transfer Agreements”) with Alco Investment Company. Pursuant to which for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 7,500, 3,750, and 30,000, respectively. Pursuant to the Alco Share Transfer Agreements, the shares are subject to an 180-day lock-up period upon issuance of the shares.

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

Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date.

April 2024 and May 2024 Amendment

On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 (the “Alco April 2024 Amendment”). On May 30, 2024, both parties agreed to again amend the Alco August Promissory Note and Alco November Promissory Note to further amend the maturity date to the earlier of (a) August 29, 2024 or (b) the closing of the next transaction (an “Offering”) in which the Company sells any of its Common Stock for cash with net proceeds of $4,000,000 or greater or if the holder acquires Common Stock in an amount not less than the then outstanding balance of the Alco August Promissory Note and Alco November Promissory Note (the “Alco May 2024 Amendment”). The Company evaluated the terms of both the Alco April 2024 Amendment and Alco May 2024 Amendment (the “Alco 2024 Amendments”) in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the Alco 2024 Amendments. Accordingly, the Company accounted for the Alco 2024 Amendments as troubled debt restructurings by calculating a new effective interest rate for the Alco 2024 Amendments based on the carrying amount of the debt and the present value of the revised future cash flows payment streams. The troubled debt restructurings did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future.

September 2024 Alco Promissory Note Conversion and Settlement

On September 19, 2024, the Company and Alco agreed to convert an aggregate balance of $4,711,681 of debt inclusive of principal and accrued interest, representing the aggregate total balance outstanding to Alco as of that date (excluding the carrying value of debt discounts), into 14,121 shares of Class A Common Stock, Warrants to purchase up to 66,567 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 52,446 shares of Class A Common Stock (collectively, the “Alco Securities”), and in full settlement of the balance outstanding to Alco. The Company recognized the issuance of the Alco Securities, on September 19, 2024, in full settlement of all amounts owing to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $1,098,614, $3,687,812, and $4,080,194, respectively. As a result of this transaction, the Company recognized a loss on extinguishment of $4,808,882, as of September 23, 2024, which was recognized as loss on conversion and settlement of Alco promissory notes on the consolidated statement of operations.

Promissory Notes - 7GC

The Company assumed two promissory notes in connection with the Merger which remained outstanding as of December 31, 2023. On February 9, 2024, the $2,540,091 balance was converted into 891 shares the Company’s Class A Common Stock pursuant to the terms in the 7GC Promissory Notes.

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 5five-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.

As of December 31, 2024, the Company issued an aggregate of 950 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and during the year ended December 31, 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 15 – Equity for further details on the SEPA), 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.

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 Yorkville 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 Yorkville 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 Original 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 Yorkville 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 Yorkville 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 Yorkville 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 June 2, 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 60 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 $400.00, and the maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025.

The Yorkville Promissory Notes have a maturity date (as modified by the Floor Price Reduction Agreement) of January 17, 2025, and accrue interest at 0% per annum, subject to an increase to 18% per annum upon events of default as defined in the agreement. As of December 31, 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 15 – Equity). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99% of the total number of shares of Class A Common Stock outstanding after giving effect to such conversion.

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

During January 2024, the Company’s stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15 – Equity) of $400.00 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 $58.80 per share of Class A 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 1,377 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 145 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 750 shares of Class A Common Stock.

On January 30, 2025 (the “Issuance Date”), in connection with and pursuant to the terms of the SEPA (refer to Note 15 – 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 an original issue discount of $350,000, and $10,000 in 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 30^th 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 $400.00 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 June 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 SEPA. The Company received $890,000 from the Investor on that same date (“Advance #1), which reflects 50% of the Original Principal Amount, less 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 Company received the remaining 50% of the Original Principal Amount, or $1,000,000, less 10% discount 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 30^th 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 $50.00 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.

On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 5,750 shares of the Company’s Class A Common Stock at a purchase price of $61.60 for a total purchase price of $354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 8, 2025, the Company issued 5,750 shares of Class A Common Stock to Yorkville.

On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 3,250 shares of the Company’s Class A Common Stock at a purchase price of $59.00 for a total purchase price of $191,477 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 15, 2025, the Company issued 3,250 shares of Class A Common Stock to Yorkville.

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.

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% and interest expense totaled $851,175 for the year ended December 31, 2024, comprised of $772,550 of contractual interest and $78,625 of amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% for the year ended December 31, 2024. For the year ended December 31, 2024, interest expense on the Convertible Notes totaled $350,430 comprised of $325,818 of contractual interest and $24,612 for the amortization of the discount.

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 FASB 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 CP BF was determined to be a related party as they owned approximately 16% of the outstanding Class A Common Stock.

In conjunction with the side letter, the Company agreed to issue to CP BF, 350 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 $778.00. 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.”)

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 $778.00 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 1,305 shares of Class A Common Stock, CP BF Warrants to purchase up to 2,828 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 1,524 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 $778.00 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, Joseph Davy, agreed not to sell an aggregate of 11,556 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 year ended December 31, 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 year ended December 31, 2025 and 2024. For the year ended December 31, 2025 and 2024, interest expense on the 2024 CP BF Convertible Note totaled $1,177,033 and $368,525, respectively.

The following table presents the 2024 CP BF Convertible Note as of December 31, 2025 and 2024:

Schedule of 2024 CP BF Convertible Note

	2025			2024
	As of December 31,
	2025			2024
Face value of the CP BF convertible notes	$	8,758,775		$	8,758,775
Debt premium, net		—			11,066
Carrying value of the CP BF convertible notes		8,758,775			8,769,841
Accrued interest		1,557,558			369,459
Prepayments made		(5,011,987	)		(283,315	)
Conversions		(381,745	)		(216,284	)
Total CP BF convertible notes and accrued interest	$	4,922,601		$	8,639,701

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 $50.00. 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 SEC 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 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.

2025 CP BF Conversions

Between October 17, 2025 and December 31, 2025, CP BF exercised its optional conversion option multiple times and received an aggregate of 3,135 shares of Class A Common Stock at conversion prices per share ranging from $54.20 to $55.000 in satisfaction of $165,461 of the Company’s obligations under the 2024 CP BF Convertible Note.

Notes payable, carried at fair value

Agile Term Notes

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 (“Agile”) and Agile Capital Funding, LLC as the collateral agent (“Agile Funding”) and issued a subordinated secured promissory note (the “July Agile Note”) for an aggregate principal amount of $787,500 and received net proceeds of $750,000, after administrative agent fees of $37,500 paid to Agile Funding, with a maturity date of February 5, 2025. The July Agile Note bears interest at a rate of 42%.

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 and Agile Funding and issued a subordinated secured promissory note (the “September Agile Note”) for an aggregate principal amount of $262,500 and received net proceeds of $250,000, after administrative agent fees of $12,500 paid to Agile Funding, with a maturity date of March 3, 2025. The September Agile Note bears interest at a rate of 48%.

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 net proceeds of $1,782,438, after administrative agent fees of $120,000 paid to Agile Funding, and net of payments to Agile 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. The December Agile Note has a maturity date of July 10, 2025 and bears interest at a rate of 44%.

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 net proceeds of $2,044,105, after administrative agent fees of $200,000 paid to Agile Funding, and net of payments to Agile of $1,755,895 in respect to early prepayment of the remaining outstanding balances of the December Agile Note. The March Agile Note has a maturity date of November 12, 2025 and bears interest at a rate of 44%.

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 net proceeds of $250,000, after administrative agent fees $12,500 paid to Agile Funding. The June Agile note has a maturity date of December 15, 2025 and bears interest at a rate of 48%.

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.” Interest on the Agile Notes is calculated on a 360 day year based on the actual number of days lapsed, and accrues commencing on and including the effective date pursuant to the respective agreement’s weekly repayment and amortization schedule.

As of December 11, 2025, the remaining principal and accrued and unpaid interest under the March Agile Note was approximately $1,495,375. On December 15, 2025, the Company entered into a forbearance agreement with Agile and Agile Funding, pursuant to which Agile agreed to forbear from exercising its rights and remedies under the March Agile Note and related loan documents in connection with existing defaults. In consideration for such forbearance, the outstanding balance of the March Agile Note was increased to $2,123,432.

On December 15, 2025, the Company entered into an exchange agreement with Agile pursuant to which the Company issued 11,640 shares of its Class A common stock in exchange for a reduction of $284,000 in the outstanding balance of the March Agile Note. Following this exchange, the outstanding balance of the March Agile Note was reduced to approximately $1,839,432.

Interest expense on the Agile Notes totaled $2,727,280 and $100,095 for the year ended December 31, 2025 and 2024, respectively.

The following presents the Agile Notes for the year ended December 31, 2025:

Schedule of Notes

	Agile Term Notes
Balance at December 31, 2024		3,143,000
Issuance of Agile term notes		4,262,500
Loss on issuance		110,500
Loss on extinguishment		2,402,732
Repayments in cash		(8,079,300	)
Conversions		(284,000	)
Change in fair value		173,055
Balance at December 31, 2025	$	1,728,487

Outstanding principal balance as of December 31, 2025	$	1,839,433
Accrued interest as of December 31, 2025	$	—

1800 Diagonal Convertible Notes

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”) and issued a promissory note (the “August 1800 Diagonal Note”) for an aggregate principal amount of $184,000 and received net proceeds of $152,000, after an original issue discount of $24,000 and issuance costs of $8,000 for due diligence and legal fees. The August 1800 Diagonal Note has a maturity date of June 15, 2025 and bears interest at 12% per annum. 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.

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 net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The September 1800 Diagonal Note has a maturity date of July 30, 2025 and bears interest at 12% per annum. 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 352 shares of the Company’s Class A Common Stock in satisfaction of $17,388 of the Company’s obligations under the September 1800 Diagonal Note.

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 net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The December 1800 Diagonal Note has a maturity date of October 15, 2025 and bears interest at 12% per annum. 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 999 shares of the Company’s Class A Common Stock in satisfaction of $52,164 of the Company’s obligations under the December 1800 Diagonal Note.

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 net proceeds of $100,000, after an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees. The February 1800 Diagonal Note has a maturity date of December 15, 2025 and bears interest at 12% per annum. 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 1,639 shares of the Company’s Class A Common Stock in satisfaction of $69,552 of the Company’s obligations under the February 1800 Diagonal Note.

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 net proceeds of $192,000, after an original discount of $30,000 and issuance costs of $8,000 for due diligence and legal fees. The April 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.

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 net proceeds of $135,000, after an original discount of $21,300 and issuance costs of $7,000 for due diligence and legal fees. The May 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12% per annum.

On July 23, 2025, the Company issued a seventh promissory note (the “July 1800 Diagonal Note”) for an aggregate principal amount of $295,550 and received net proceeds of $250,000, after an original discount of $38,550 and issuance costs of $7,000 for due diligence and legal fees. The July 1800 Diagonal Note has a maturity date of May 30, 2026 and bears interest at 12% per annum.

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

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 net proceeds of $200,000, after an original discount of $31,050 and issuance costs of $7,000 for due diligence and legal fees. The November 1800 Diagonal Note has a maturity date of July 30, 2026 and bears interest at 14% per annum.

The August, September, December, February, April, May, July, September 2025 and November notes described above are together referred to as the “1800 Diagonal Notes.” Interest on the 1800 Diagonal Notes accrues commencing on and including the issuance date pursuant to the respective agreement’s repayment and amortization schedule.

Interest expense on the 1800 Diagonal Notes totaled approximately $306,696 and $100,095 for the year ended December 31, 2025 and 2024, respectively.

The following table presents the 1800 Diagonal Notes year ended December 31, 2025:

Schedule of Notes

	1800 Diagonal
Balance at December 31, 2024	$	432,000
Issuance of convertible notes		1,297,200
Loss on debt issuance		140,215
Repayments in cash		(615,457	)
Change in fair value		(49,478	)
Conversions		(457,493	)
Balance at December 31, 2025	$	746,987

Outstanding principal balance as of December 31, 2025	$	721,938
Accrued interest as of December 31, 2025	$	71,015

3i, LP Private Placement Offering

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 are convertible into shares of the Company’s Class A 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.

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 1,061 shares of Common Stock (the “Financial Advisor Warrants,” together with the Buyer Warrants, the “Private Placement Warrants”). Refer to Note 15 – 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 and the Company issued an initial Note (the “June 3i Note”) and an initial warrant (“June Warrant”) to acquire shares of the Company’s Class A Common Stock. The parties conducted subsequent closings on August 19, 2025 and October 8, 2025 and the Company issued additional notes and warrants (the “August 3i Note” and the “August Warrant,” and the “October 3i Note” and the “October Warrant,” respectively). The following table presents the maturity date, the original principal amount, the net proceeds received by the Company after original issue discount and issuance fees and costs, the initial conversion price per share, and the initial conversion floor price per share at the date of closing for each Note, and the number of warrants and the initial exercise price per share for each Buyer Warrant associated with the Private Placement Offering:

Schedule of Private Placement Offering

	Private Placement Notes										Private Placement Warrants
Closing Date	Note Issued by the Company	Maturity Date of the Note	Original Principal Amount of the Note		Net Proceeds Received by the Company		Initial Conversion Price per Share		Initial Conversion Floor Price per Share		Warrants Issued by the Company	Number of Buyer Warrants Issued by the Company		Initial Buyer Warrant Exercise Price per Share
June 30, 2025	June 3i Note	June 30, 2026	$	2,200,000	$	1,725,000	$	50.00	$	2.20	June Warrant		3,357	$	50.00
August 19, 2025	August 3i Note	September 19, 2026	$	2,200,000	$	1,762,000	$	50.00	$	22.00	August Warrant		6,306	$	50.00
October 8, 2025	October 3i Note	October 8, 2026	$	2,500,000	$	2,010,909	$	50.00	$	12.40	October Warrant		10,000	$	50.00
Total			$	6,900,000	$	5,497,909							393,231

The Private Placement Notes were issued with an original issue discount of 10.0% and accrue interest at a rate of 10.0% per annum.

In September 2025, as per the terms of the Notes and Warrants, the conversion price and exercise price was adjusted to $2.50. 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 12 – Debt in the notes to the 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.

In addition, if an Event of Default (as defined in the Notes) has occurred, 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.

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. 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 consolidated statements of operations and comprehensive loss statement in a single line item.

3i, LP Conversions

Between September 10, 2025 and October 14, 2025, the Buyer exercised its contractual conversion option multiple times under the August 3i Note and received an aggregate of 30,883 shares of Class A Common Stock at conversion prices per share ranging from $38.20 to $48.40 in satisfaction of $1,411,667 of the Company’s obligations under the August 3i Note.

Between October 16, 2025 and December 11, 2025, the Buyer exercised its contractual conversion option multiple times under the October 3i Note and received an aggregate of 66,584 shares of Class A Common Stock at conversion prices per share ranging from $20.60 to $50.00 in satisfaction of $1,676,667 of the Company’s obligations under the October 3i Note.

Interest expense on the Private Placement Convertible Notes totaled approximately $1,193,231 for the year ending December 31, 2025.

The following table presents the Private Placement Convertible Notes as of December 31, 2025:

Schedule of Notes

	3i, LP Notes
Balance at December 31, 2024		-
Issuance of Private Placement Convertible Notes	$	6,450,000
Loss on debt issuance		3,349,000
Repayments in cash		(1,291,516	)
Change in fair value		(2,308,368	)
Conversions		(4,343,116	)
Balance as of December 31, 2025	$	1,856,000

Outstanding principal balance as of December 31, 2025	$	1,709,091
Accrued interest as of December 31, 2025	$	170,909

Boot Capital

On December 3, 2025, the Company issued a first promissory note (the “Boot Capital Note”) for an aggregate principal amount of $115,000 and received $100,000 of proceeds, net of an original discount of $15,000, with a maturity date of August 30, 2026. The stated interest rate on the Boot Capital Note is 14% per annum, and interest shall accrue on the Boot Capital Note commencing on and including the issuance date pursuant to the agreement’s repayment and amortization schedule.

Boot Capital Convertible Notes

The following table presents the Private Placement Convertible Notes as of December 31, 2025:

Schedule of Notes

	Boot Capital
Balance at December 31, 2024	$	—
Issuance of convertible notes		100,000
Loss on debt issuance		12,611
Repayments in cash		—
Change in fair value		3,225
Conversions		—
Balance at December 31, 2025	$	115,836

Outstanding principal balance as of December 31, 2025	$	115,000
Accrued interest as of December 31, 2025	$	1,670

- 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
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Reference 2: 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 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: 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 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Acquisitions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Business Combination [Line Items]

Summary of Preliminary Fair Value of the Consideration Transferred

	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 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 – customer relationships		551,000
Intangible Assets – trade name		736,000
Intangible Assets – 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 Useful Lives

All intangible assets acquired are subject to amortization and their associated estimated useful lives are as follows:

		Estimated
Intangible Assets		Useful Life
Customer relationships		6 years
Trade name		10 years
Developed technology		7 - 8 years

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 year ended December 31,
	2025			2024
Revenue	$	12,391,854		$	10,006,674
Cost of revenue		2,379,038			2,114,675
Operating expenses		28,511,163			19,795,088
Total other expenses (income), net		3,966,478			18,045,645
Loss before income taxes attributable to common stockholders		(22,464,825	)		(29,948,734	)

Vidello Limited [Member]

Business Combination [Line Items]

Summary of Preliminary Fair Value of the Consideration Transferred

	Amount
Cash paid at closing	$	2,745
Common stock issued to Vidello Stockholders		1,662
Fair value of Holdback Amount		1,861
Total consideration paid	$	6,268

Summary of Provisional Purchase Price Allocation Relating to Vidello Merger

The Company allocated the purchase price of the Vidello Merger to the assets acquired and liabilities assumed as of the acquisition date, as follows:


Assets acquired:
Cash and cash equivalents	$	68
Property and equipment, net		9
Intangible assets – customer relationships		551
Intangible Assets – trade name		736
Intangible Assets – developed technology		4,010
Intangible Assets		4,010
Total assets	$	5,374
Liabilities assumed:
Accounts payable		1
Accrued expenses and other current liabilities		15
Unearned revenue, current		448
Deferred tax liability		1,324
Taxes payable		337
Total liabilities	$	2,125
Total identifiable net assets		3,249
Goodwill recorded:
Goodwill		3,019
Total consideration	$	6,268

Summary of Intangible Assets Acquired and their Associated Estimated Useful Lives

All intangible assets acquired are subject to amortization and their associated estimated useful lives are as follows:

		Estimated
Intangible Assets		Useful Life
Customer relationships		6 years
Trade name		10 years
Developed technology		7 - 8 years

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:

	2026			2025
	For the Three Months Ended March 31,
	2026			2025
Revenue	$	2,696		$	3,609
Cost of revenue		521			796
Operating expenses		7,955			7,753
Total other expenses (income), net		2,689			(1,337	)
Loss before income taxes attributable to common stockholders		(8,469	)		(3,603	)

- 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 Reconciliation Between EBITDA by Reportable Segment to Consolidated Net Loss Before Income Taxes (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting [Line Items]
Total	$ (5,780,000)	$ (4,907,000)	$ (18,464,980)	$ (13,467,744)
Reconciliation to loss before income taxes:
Interest income	(3,000)		(2,955)	(10)
Gain (loss) on extinguishment of liability		4,343,000	4,488,627	680,762
Loss on Yorkville SEPA advances	28,000	385,000	974,079
Loss on debt issuance	49,000	274,000	444,000	653,208
Loss before income taxes	(8,469,000)	(3,570,000)	(22,431,458)	(31,513,389)
Nonrelated Party [Member]
Reconciliation to loss before income taxes:
Interest expense – related party	9,000		1,227,509
Related Party [Member]
Reconciliation to loss before income taxes:
Interest expense – related party	194,000	358,000	1,156,984	3,047,101
Operating Segments [Member]
Segment Reporting [Line Items]
Total	(5,475,000)	(4,660,000)	(17,314,510)	(13,418,786)
Reconciliation to loss before income taxes:
Interest income	(3,000)		(2,955)	(10)
Depreciation and amortization expense	305,000	247,000	1,150,471	24,179
Gain (loss) on extinguishment of liability	6,000	(2,573,000)
Loss on Yorkville SEPA advances	28,000	385,000	(974,079)
Loss on debt issuance	1,647,000	274,000	5,580,835	653,208
Changes in fair value of financial instruments	258,000	344,000	(3,052,229)	(478,288)
Other	550,000	(125,000)	(726,572)	113,108
Loss before income taxes	(8,469,000)	(3,570,000)	(21,203,950)	(31,513,389)
Operating Segments [Member] \| Nonrelated Party [Member]
Reconciliation to loss before income taxes:
Interest expense – related party	9,000
Operating Segments [Member] \| Related Party [Member]
Reconciliation to loss before income taxes:
Interest expense – related party	194,000	358,000	(1,156,984)	(3,047,101)
Banzai Operating [Member] \| Operating Segments [Member]
Segment Reporting [Line Items]
Total	(5,608,000)	(5,477,000)	(17,434,219)	(13,484,311)
Open Reel [Member] \| Operating Segments [Member]
Segment Reporting [Line Items]
Total	155,000	397,000	$ (418,092)	$ 65,525
Vidello Limited [Member] \| Operating Segments [Member]
Segment Reporting [Line Items]
Total	$ (22,000)	$ 420,000

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

Accounts Receivable and Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance at December 31, 2025	$	41
Change in provision for credit losses		(15	)
Balance at March 31, 2026	$	26

Warrant Liabilities

Warrant Liability – related party

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

GEM Warrant Liability

Loss Per Share

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

	For the Three Months Ended March 31,
	2026			2025
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(8,417	)	$	(3,644	)

Denominator:
Weighted average shares—basic and diluted (in thousands)		720			120
Net loss per share attributable to common shareholders—basic and diluted	$	(11.69	)	$	(30.37	)

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

	As of March 31,
	2026		2025
Options		628		128
RSUs		26,708		13,039
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		100,716		22,638
Placement agent warrant shares		14,912		525
Pre-funded warrants		—		—
Total		144,197		37,563

Derivative Financial Instruments

Fair Value of Financial Instruments

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

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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

Fair Value Option Election

Accrued interest on the FVO Notes is included in the respective debt instrument’s balance on the condensed consolidated balance sheets.

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

Recently adopted accounting pronouncements

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Certain Risks and Uncertainties

Cash

Accounts Receivable and Allowance for Credit Losses

The following table presents changes in the allowance for credit losses for the year ended December 31, 2025:


Balance - December 31, 2024	$	24,210
Change in provision for credit losses		17,131
Balance - December 31, 2025	$	41,341

Costs to Obtain a Contract

Property and Equipment

Goodwill and Intangible Assets

Goodwill

Intangible assets, net

Warrant Liabilities

Warrant Liability – related party

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 consolidated balance sheets. The changes in the fair value of the derivative warrant liability is presented in the line item “change in fair value of warrant liabilities – related party” in the accompanying consolidated statements of operations.

GEM Warrant Liability

Concentration of Business and Credit Risk

At December 31, 2025 and 2024, no suppliers and two suppliers accounted for 10% or more of accounts payable, respectively.

Loss Per Share

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

	For the Year Ended December 31,
	2025			2024
Numerator:
Net loss attributable to common shareholders—basic and diluted	$	(22,492,075	)	$	(31,095,029	)

Denominator:
Weighted average shares—basic and diluted		189,150			22,291
Net loss per share attributable to common shareholders—basic and diluted	$	(118.91	)	$	(1,394.94	)

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


	As of December 31,
	2025		2024
Options		627		129
RSUs		20,695		1,704
Public warrant shares		1,150		1,150
GEM warrant shares		83		83
Common warrant shares		36,800		22,639
Placement agent warrant shares		3,591		525
Pre-funded warrants		—		—
Total		62,952		26,230
Antidilutive Securities		62,952		26,230

Costs of Revenue

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

Advertising Costs

Stock-Based Compensation

Income Taxes

Derivative Financial Instruments

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 consolidated statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the consolidated balance sheets. Refer to Note 7 – Fair Value Measurements and Note 12 – Debt for further detail.

Fair Value of Financial Instruments

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

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

Fair Value Option Election

The Company determined the January 2025 Yorkville Note, the September 2025 Yorkville Note, the Agile Notes, the 1800 Diagonal Notes, the Private Placement Convertible Notes, and the Boot Capital Convertible Notes (each as defined in Note 12 – Debt, and together the “FVO Notes”) were eligible for the fair value option, in accordance with FASB ASC 825-10-50-28, and made such election to account for these instruments at fair value.

The Company records the portion of the FVO Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in change in fair value in the consolidated statements 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 FVO Notes, which is recorded in other comprehensive income (loss), if applicable. Measurement of the change in fair value of the FVO Notes includes accrued interest, whether paid-in-kind or cash.

Accrued interest on the FVO Notes is included in the respective debt instrument’s balance on the consolidated balance sheets.

Leases

Recent Accounting Pronouncements

Recent accounting pronouncements not yet effective

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 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 FASB issued 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

Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Prepaid expenses and other current assets:
Prepaid software costs	$ 212,000	$ 153,526	$ 59,855
Service trade	83,000	114,041	239,041
Employee receivable	13,000	12,863	800
Prepaid insurance costs	326,000	7,228	130,345
Prepaid commissions	154,000	96,206	31,504
Prepaid merchant fees	63,000	60,774	26,690
Other current assets	4,000
Total prepaid expenses and other current assets	$ 855,000	445,089	643,674
Prepaid consulting costs			76,767
Prepaid advertising and marketing costs			29,133
Prepaid data license and subscription costs			3,125
Other current assets		$ 451	$ 46,414

Schedule of Private Placement Offerings (Details) - USD ($)					3 Months Ended	12 Months Ended
	Feb. 13, 2026	Oct. 08, 2025	Aug. 19, 2025	Jun. 30, 2025	Mar. 31, 2026	Dec. 31, 2025	Feb. 05, 2024
Short-Term Debt [Line Items]
Principal amount							$ 4,500,000
Private Placement Notes [Member]
Short-Term Debt [Line Items]
Principal amount					$ 9,233,000	$ 6,900,000
Net Proceeds Received					$ 7,377,000	$ 5,497,909
Private Placement Notes [Member] \| June 3i Note [Member]
Short-Term Debt [Line Items]
Maturity Date of the Note				Jun. 30, 2026
Principal amount				$ 2,200,000
Net Proceeds Received				$ 1,725,000
Debt instrument conversion price per share				$ 50.00
Initial Conversion Floor Price per Share				$ 2.20
Private Placement Notes [Member] \| August 3i Note [Member]
Short-Term Debt [Line Items]
Maturity Date of the Note			Sep. 19, 2026
Principal amount			$ 2,200,000
Net Proceeds Received			$ 1,762,000
Debt instrument conversion price per share			$ 50.00
Initial Conversion Floor Price per Share			$ 22.00
Private Placement Notes [Member] \| October 3i Note [Member]
Short-Term Debt [Line Items]
Maturity Date of the Note		Oct. 08, 2026
Principal amount		$ 2,500,000
Net Proceeds Received		$ 2,010,909
Debt instrument conversion price per share		$ 50.00
Initial Conversion Floor Price per Share		$ 12.40
Private Placement Notes [Member] \| February 3i Note [Member]
Short-Term Debt [Line Items]
Maturity Date of the Note	Feb. 13, 2027
Principal amount	$ 2,333,000
Net Proceeds Received	$ 1,879,000
Debt instrument conversion price per share	$ 22.20
Initial Conversion Floor Price per Share	$ 5.080
Private Placement Warrants [Member]
Short-Term Debt [Line Items]
Warrants issued					50,684	393,231
Private Placement Warrants [Member] \| June Warrant [Member]
Short-Term Debt [Line Items]
Warrants issued				3,357
Warrants exercise price				$ 50.00
Private Placement Warrants [Member] \| August Warrant [Member]
Short-Term Debt [Line Items]
Warrants issued			6,306
Warrants exercise price			$ 50.00
Private Placement Warrants [Member] \| October Warrant [Member]
Short-Term Debt [Line Items]
Warrants issued		10,000
Warrants exercise price		$ 50.00
Private Placement Warrants [Member] \| February Warrant [Member]
Short-Term Debt [Line Items]
Warrants issued	21,021
Warrants exercise price	$ 22.20

Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Non-cash lease expense (operating cash flow)	$ 7,000	$ 6,000	$ 24,011	$ 137,717
Change in lease liabilities (operating cash flow)	$ (7,000)	$ (5,000)	(23,280)	(237,607)
Operating leases			$ 7,319	$ 76,269

Summary of Amounts of Cash Income Taxes Paid (Received) (Details)	12 Months Ended
	Dec. 31, 2025 USD ($)
Property, Plant, and Equipment [Abstract]
Federal
State and local
Foreign
Income taxes, net of amounts refunded

Related Party Transactions (Details Narrative)	Sep. 12, 2024 USD ($)	Sep. 05, 2024 Termnote	Sep. 05, 2024 ConvertibleNote	Sep. 05, 2024 NewConsolidatedConvertibleNote	Sep. 05, 2024 Integer	Mar. 31, 2026 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Sep. 23, 2024 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Debt instrument convertible, number of equity instruments		1	2	1
Debt instrument, issuance date					Sep. 23, 2024
Other current liabilities						$ 150,000	$ 224,186	$ 173,163
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 100,000
Notes Payable to Banks [Member]
Related Party Transaction [Line Items]
Debt instrument convertible, number of equity instruments \| Integer					1
Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Debt instrument convertible, number of equity instruments \| Integer					2
Related Party [Member] \| Seven Gc Co Holdings Inc [Member]
Related Party Transaction [Line Items]
Other current liabilities							$ 0			$ 67,118
Share Purchase Agreement [Member]
Related Party Transaction [Line Items]
Reduction of debt									$ 2,000,000

Schedule of Identifiable Intangible Assets Subject to Amortization (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Intangible Asset, Finite-Lived [Line Items]
Intangible assets, gross	$ 9,202,000	$ 9,201,820
Less: Accumulated amortization	(1,465,000)	(1,174,429)
Intangible assets, net	7,737,000	8,027,391
Customer Relationships [Member]
Intangible Asset, Finite-Lived [Line Items]
Intangible assets, gross	$ 1,140,000	$ 1,139,710
Customer Relationships [Member] \| Minimum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	6 years	6 years
Customer Relationships [Member] \| Maximum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	7 years	7 years
Trade Names [Member]
Intangible Asset, Finite-Lived [Line Items]
Intangible assets, gross	$ 1,637,000	$ 1,637,100
Trade Names [Member] \| Minimum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	10 years	10 years
Trade Names [Member] \| Maximum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	15 years	15 years
Technology-Based Intangible Assets [Member]
Intangible Asset, Finite-Lived [Line Items]
Intangible assets, gross	$ 6,425,000	$ 6,425,010
Technology-Based Intangible Assets [Member] \| Minimum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	6 years	6 years
Technology-Based Intangible Assets [Member] \| Maximum [Member]
Intangible Asset, Finite-Lived [Line Items]
Estimated useful Life	8 years	8 years

Summary of Accounts Receivable, Net (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Balance - December 31, 2024	$ 709,203	$ 936,321	$ 105,049
Balance - December 31, 2025	$ 668,000	$ 709,203	$ 936,321

Summary of Assumptions Used to Compute Fair Value (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares
Minimum [Member]
Property, Plant, and Equipment [Line Items]
Share Price	$ 2,920.00
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 2,920.00
Expected volatility	61.00%
Expected term (in years)	5 years 7 months 9 days
Risk-free interest rate	4.20%
Maximum [Member]
Property, Plant, and Equipment [Line Items]
Share Price	$ 6,100.00
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 50,000.00
Expected volatility	62.12%
Expected term (in years)	6 years 29 days
Risk-free interest rate	4.45%

- 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 Activity Related to Costs to Obtain Contract (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 96,206	$ 31,504	$ 31,504	$ 51,472
Commission incurred	161,000	57,000	286,311	180,141
Deferred commissions recognized	(103,000)	(50,000)	(221,609)	(200,109)
Ending balance	$ 154,000	$ 39,000	$ 96,206	$ 31,504

Offerings	Jun. 04, 2026 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Shares of Common Stock, par value $0.0001 per share ("Common Stock") underlying the Notes
Amount Registered \| shares	2,309,107
Proposed Maximum Offering Price per Unit	3.303
Maximum Aggregate Offering Price	$ 7,626,980.42
Fee Rate	0.01381%
Amount of Registration Fee	$ 1,053.29
Offering Note	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Class A Common Stock of Banzai International, Inc. (the "Registrant") that become issuable with respect to the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other transaction effected without the Registrant's receipt of consideration that results in an increase in the number of outstanding shares of Registrant's Common Stock. Calculated in accordance with Rule 457(g) under the Securities Act, based on the conversion price of the Notes, which equals $3.303 per share.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Shares of Common Stock underlying Buyer Warrants
Amount Registered \| shares	1,422,639
Proposed Maximum Offering Price per Unit	3.303
Maximum Aggregate Offering Price	$ 4,698,976.62
Fee Rate	0.01381%
Amount of Registration Fee	$ 648.93
Offering Note	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Class A Common Stock of Banzai International, Inc. (the "Registrant") that become issuable with respect to the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other transaction effected without the Registrant's receipt of consideration that results in an increase in the number of outstanding shares of Registrant's Common Stock. Calculated in accordance with Rule 457(g) under the Securities Act, based on the exercise price of the Buyer Warrants, which equals $3.303 per share.

Schedule of Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Assets:
Goodwill	$ 21,992,000	$ 21,991,721	$ 18,972,475
Liabilities:
Earnout liability (Note 4)	500,000	990,673	14,850
1800 Diagonal convertible notes	8,759,000	8,759,000
Private Placement Convertible Notes	8,759,000	8,759,000
Related Party [Member]
Assets:
Bifurcated embedded derivative asset – related party		9,000	63,000
Fair Value, Inputs, Level 3 [Member]
Assets:
Definite-lived intangibles	7,737,000	8,027,391	3,883,853
Goodwill	21,992,000	21,991,721	18,972,475
Liabilities:
GEM warrant liabilities
Earnout liability (Note 4)	500,000	990,673
Yorkville convertible note	571,000	1,200,000
Agile term notes	1,299,000	1,728,487	3,143,000
1800 Diagonal convertible notes	836,000	746,987	432,000
Private Placement Convertible Notes	1,890,000	1,856,000
Private Placement Warrants	1,250,000	295,603
Boot Capital note	123,000	115,836
GEM warrant liabilities		378	15,000
Yorkville convertible note		1,200,501
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Assets:
Bifurcated embedded derivative asset – related party		9,000	63,000
Liabilities:
Bifurcated embedded derivative liability – related party	13,000	9,000
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrant liabilities – public			$ 2,300

Goodwill and Intangible Assets, Net (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Intangible Asset, Goodwill and Other [Abstract]
Intangible assets	$ 304,000	$ 1,146,066

- Definition

Amount of amortization expense for finite-lived intangible asset. Excludes goodwill and capitalized cost for software to be sold, leased, or marketed.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482686/350-30-45-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

Cover	3 Months Ended
Cover	Mar. 31, 2026
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Banzai International, Inc.
Entity Central Index Key	0001826011
Entity Primary SIC Number	7372
Entity Tax Identification Number	85-3118980
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	(206)
Local Phone Number	414-1777
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	435 Ericksen Ave
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Bainbridge Island
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98110
City Area Code	(206)
Local Phone Number	414-1777
Contact Personnel Name	Joseph Davy

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue

6. Revenue

Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Company’s services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the statements of work and/or 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.

At contract inception, once the contract is determined to be within the scope of FASB ASC 606, Revenue from Contracts with Customers, (“ASC 606”), 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. The Company recognizes revenues following the five-step model prescribed under ASC 606:

1.		identify contract(s) with a customer;
2.		identify the performance obligation(s) in the contract;
3.		determine the transaction price;
4.		allocate the transaction price to the performance obligation(s) in the contract; and
5.		recognize revenues when (or as) the Company satisfies a performance obligation.

Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable.

The Company 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. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price.

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers.

Revenue is recognized 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. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

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

The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs).

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

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 $31 and $208, during the three months ended March 31, 2026 and 2025, respectively.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers for the three months ended March 31, 2026 and 2025:

Summary of Revenue by Region

	Amount		Percentage of Revenue			Amount		Percentage of Revenue
	Three Months Ended March 31,
	2026					2025
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	2,115		78	%	$	2,612		77	%
Europe, Middle East and Africa (EMEA)		441		16	%		556		17	%
Asia Pacific		140		5	%		211		6	%
Total	$	2,696		99	%	$	3,379		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.

The following table summarizes accounts receivable, net as of the dates presented:

Summary of Accounts Receivable, Net

Balance – December 31, 2025			709
Balance – March 31, 2026			668

Costs to Obtain a Contract

The following summarizes the activity related to costs to obtain a contract during the three months ended March 31, 2026 and 2025:

Balance – December 31, 2025	$	96
Commissions incurred		161
Deferred commissions recognized		(103	)
Balance – March 31, 2026	$	154

Balance – December 31, 2024	$	32
Commissions incurred		57
Deferred commissions recognized		(50	)
Balance – March 31, 2025	$	39

Deferred Revenue

Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the three months ended March 31, 2026 and the year ended December 31, 2025, the Company recognized $1,658 and $3,868 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:

	Three Months Ended			Year Ended
	March 31, 2026			December 31, 2025
Total deferred revenue, beginning of period	$	3,736		$	4,052
Billings		2,624			9,487
Revenue recognized (prior year deferred revenue)		(1,658	)		(3,868	)
Revenue recognized (current year deferred revenue)		(1,038	)		(6,383	)
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)		—			448
Total deferred revenue, end of period	$	3,664		$	3,736

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

6. Revenue

1.		identify contract(s) with a customer;
2.		identify the performance obligation(s) in the contract;
3.		determine the transaction price;
4.		allocate the transaction price to the performance obligation(s) in the contract; and
5.		recognize revenues when (or as) the Company satisfies a performance obligation.

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers.

Nature of Products and Services

Demio

Reach

OpenReel

Vidello

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 $125,000 and $239,000, during the years ended December 31, 2025 and 2024, respectively.

Disaggregation of Revenue

The following table summarizes revenue by region based on the billing address of customers for the years ended December 31, 2025 and 2024:

Summary of Revenue by Region

	Year Ended December 31,
	2025					2024
	Amount		Percentage of Revenue			Amount		Percentage of Revenue
Americas	$	9,193,173		76	%	$	2,564,074		57	%
Europe, Middle East and Africa (EMEA)		1,066,254		9	%		1,492,561		33	%
Asia Pacific		1,901,992		15	%		471,244		10	%
Total	$	12,161,419		100	%	$	4,527,879		100	%

Contract Balances

Accounts Receivable, Net

The following table summarizes accounts receivable, net as of the dates presented:

Summary of Accounts Receivable, Net

Balance – January 1, 2024	$	105,049
Balance – December 31, 2024		936,321
Balance – December 31, 2025		709,203

Costs to Obtain a Contract

Balance – December 31, 2023	$	51,472
Commissions incurred		180,141
Deferred commissions recognized		(200,109	)
Balance – December 31, 2024		31,504
Commissions incurred		286,311
Deferred commissions recognized		(221,609	)
Balance – December 31, 2025	$	96,206

Deferred Revenue

Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the year ended December 31, 2025 and the year ended December 31, 2024, the Company recognized $3,867,853 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:


	Year Ended December 31,
	2025			2024
Total deferred revenue, beginning of period	$	4,052,270		$	1,214,096
Billings		9,487,029			4,362,730
Revenue recognized (prior year deferred revenue)		(3,867,853	)		(1,214,096	)
Revenue recognized (current year deferred revenue)		(6,383,159	)		(3,091,333	)
Acquired deferred revenue of OpenReel (see Note 4 – Acquisitions)		—			2,780,873
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)		447,966			—
Total deferred revenue, end of period	$	3,736,253		$	4,052,270

- 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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

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

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-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

Summary of Goodwill (Details)	12 Months Ended
Summary of Goodwill (Details)	Dec. 31, 2025 USD ($)
Goodwill – December 31, 2025	$ 18,972,475
Additions to goodwill (Note 4)	3,019,246
Goodwill – March 31, 2026	21,991,721
Banzai Operating [Member]
Goodwill – December 31, 2025	2,171,526
Additions to goodwill (Note 4)
Goodwill – March 31, 2026	2,171,526
Vidello [Member]
Goodwill – December 31, 2025
Additions to goodwill (Note 4)	3,019,246
Goodwill – March 31, 2026	3,019,246
Open Reel [Member]
Goodwill – December 31, 2025	16,800,949
Additions to goodwill (Note 4)
Goodwill – March 31, 2026	$ 16,800,949

- Definition

+ References

+ Details

Debt (Details Narrative) - USD ($)																																				1 Months Ended					2 Months Ended				3 Months Ended		9 Months Ended	12 Months Ended
Debt (Details Narrative) - USD ($)	Mar. 19, 2026	Jan. 27, 2026	Dec. 15, 2025	Nov. 04, 2025	Oct. 27, 2025	Oct. 13, 2025	Oct. 08, 2025	Oct. 06, 2025	Sep. 12, 2025	Jul. 23, 2025	Jun. 30, 2025	Jun. 27, 2025	May 09, 2025	Apr. 17, 2025	Jan. 30, 2025	Dec. 15, 2024	Dec. 12, 2024	Sep. 24, 2024	Sep. 23, 2024	Sep. 19, 2024	Sep. 13, 2024	Sep. 05, 2024	Aug. 16, 2024	May 31, 2024	May 22, 2024	May 03, 2024	Apr. 18, 2024	Mar. 26, 2024	Feb. 09, 2024	Feb. 05, 2024	Dec. 14, 2023	Dec. 13, 2023	Nov. 16, 2023	Sep. 13, 2023	Aug. 30, 2023	Feb. 10, 2026	Oct. 14, 2025	Sep. 30, 2025	Oct. 31, 2024	Feb. 29, 2024	Mar. 27, 2026	Dec. 31, 2025	Dec. 11, 2025	Oct. 22, 2025	Mar. 31, 2026	Mar. 31, 2025	Sep. 30, 2025	Dec. 31, 2025	Dec. 31, 2024	Oct. 15, 2025	Sep. 10, 2025	Aug. 12, 2025	Dec. 15, 2023
ShortTermDebt [Line Items]
Aggregate principal amount																														$ 4,500,000
Common Stock, Shares, Outstanding																																										527,317			867,355	527,317		527,317	40,976
Stock Issued During Period, Value, New Issues																																																$ 329,996	$ 784,943
Common stock, value, issued
Repayments of convertible debt																																													$ 647,000	$ 1,877,000		$ 4,514,664	$ 750,000
Common Stock, Par or Stated Value Per Share																																										$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Shares, Issued																																										527,317			867,355			527,317
Loss on debt extinguishment																																														$ 4,343,000		$ 4,488,627	$ 680,762
Exercise price adjustment																																						$ 2.50
CPBF Lending LLC [Member]
ShortTermDebt [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights																			$ 778.00
Shares issued upon conversion of option, value																																							$ 216,284			$ 165,461
Gem Agreement [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																														1,000,000.0
Cash agreed to pay																														1,200,000
Monthly installments																														$ 100,000
Aggregate principal amount																																								$ 1,200,000
Shares issuable under the terms of promissory note																														10,000
Gem Agreement [Member] \| Gem Warrant [Member]
ShortTermDebt [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights																																																					$ 64,900.00
August 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																							$ 184,000
Debt instrument unamortized debt issuance costs incurred during the period																							$ 8,000
Debt instrument, interest rate																							12.00%
Maturity date																							Jun. 15, 2025
Proceeds from debt																							$ 152,000
Original issue discount																							24,000
August 1800 Diagonal Note [Member] \| Additional Tranche [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																							$ 750,000
April 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount														$ 230,000
Debt instrument unamortized debt issuance costs incurred during the period														$ 8,000
Shares issued upon conversion of option, value					$ 265,100
Debt instrument, interest rate														12.00%
Maturity date														Feb. 15, 2026
Proceeds from debt														$ 192,000
Original issue discount														$ 30,000
Alco August Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																			$ 150,000
Debt instrument, interest rate																																			8.00%
Maturity date																																			Apr. 29, 2024
Interest expense																																																	11,284
Interest expense debt																																																	8,022
Debt related commitement fees and debt issuance costs																																																	3,261
Alco September Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																			$ 1,500,000
Debt instrument, interest rate																																			8.00%
Maturity date																																		Sep. 30, 2024
Interest expense																																																	283,188
Interest expense debt																																																	92,822
Debt related commitement fees and debt issuance costs																																																	190,366
Alco November Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Debt instrument, interest rate																																	8.00%
Maturity date																																	Apr. 13, 2024
Interest expense																																																	321,189
Interest expense debt																																																	43,891
Debt related commitement fees and debt issuance costs																																																	277,298
Alco December Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Debt instrument, interest rate																																8.00%
Maturity date																																Dec. 31, 2024
Interest expense																																																	936,941
Interest expense debt																																																	117,040
Debt related commitement fees and debt issuance costs																																																	819,901
Alco April 2025 Amendment [Member]
ShortTermDebt [Line Items]
Debt instrument, maturity date range, end																											May 31, 2024
Alco April 2025 Amendment [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Common stock for cash with net proceeds																											$ 4,000,000
Seven GC Promissory Notes [Member]
ShortTermDebt [Line Items]
Loans Payable, Current																													$ 2,540,091
Subordinated Secured Promissory Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																	$ 2,400,000				$ 262,500
Debt instrument, interest rate																	44.00%				44.00%
Maturity date																	Jul. 10, 2025				Mar. 03, 2025
Commitment fee expense																	$ 120,000				$ 12,500
Proceeds from debt																	$ 1,782,438				$ 250,000
September 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount									$ 151,800									$ 124,200
Debt instrument unamortized debt issuance costs incurred during the period									$ 7,000									$ 8,000
Debt instrument, interest rate									14.00%									12.00%
Maturity date									Jun. 15, 2026									Jul. 30, 2025
Proceeds from debt									$ 125,000									$ 100,000
Original issue discount									$ 19,800									$ 16,200
May1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount													$ 163,300
Debt instrument unamortized debt issuance costs incurred during the period													$ 7,000
Debt instrument, interest rate													12.00%
Maturity date													Feb. 15, 2026
Proceeds from debt													$ 135,000
Original issue discount													$ 21,300
July 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount										$ 295,550
Debt instrument unamortized debt issuance costs incurred during the period										$ 7,000
Shares issued upon conversion of option, value	$ 54,000	$ 331,000
Debt instrument, interest rate										12.00%
Maturity date										May 30, 2026
Proceeds from debt										$ 250,000
Original issue discount										$ 38,550
November 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount				$ 238,050
Debt instrument unamortized debt issuance costs incurred during the period				$ 7,000
Debt instrument, interest rate				14.00%
Maturity date				Jul. 30, 2026
Proceeds from debt				$ 200,000
Original issue discount				$ 31,050
1800 Diagonal Notes [Member]
ShortTermDebt [Line Items]
Interest expense																																													115,000	$ 37,000		$ 306,696	$ 100,095
Aggregate principal amount																																													54,000
Outstanding principal balance																																													$ 703,000
Percentage of common stock shares convertible																																													4.99%			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.			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.
Private Placement Offering 3 LLP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount												$ 11,000,000
Debt instrument, interest rate							10.00%				10.00%
Interest expense																																																$ 1,193,231
Repayments of convertible debt																																						$ 183,333									$ 183,000
Outstanding principal balance																																													$ 1,556,000
Debt instrument, interest rate							10.00%				10.00%
Debt instrument, maturity term							12 months				12 months
Percentage of premium buyer require to redeem, event of default												15.00%																										15.00%									15.00%
Maximum [Member] \| Alco November Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																	$ 750,000
Maximum [Member] \| Alco December Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																$ 2,000,000
June 3i Note [Member] \| 3i, LP [Member]
ShortTermDebt [Line Items]
Long-Term Debt, Gross																																												$ 1,419,698
August 3i Note [Member] \| 3i, LP [Member]
ShortTermDebt [Line Items]
Long-Term Debt, Gross																																				$ 807,000	$ 1,411,667
October 3i Note [Member] \| 3i, LP [Member]
ShortTermDebt [Line Items]
Long-Term Debt, Gross																																											$ 1,676,667
Common Class A [Member]
ShortTermDebt [Line Items]
Common Stock, Shares, Outstanding																																										515,761			855,799	515,761		515,761	29,420
Common Class A [Member] \| CPBF Lending LLC [Member]
ShortTermDebt [Line Items]
Common stock price per share																																							$ 778.00
Stock Issued During Period, Shares, New Issues																						350																	278			3,135
Common Class A [Member] \| Gem Agreement [Member]
ShortTermDebt [Line Items]
Convertible debenture																																										$ 215,057				$ 215		$ 215,057
Shares issuable under the terms of promissory note																														10,000																			950
Common Class A [Member] \| April 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues					7,015
Common Class A [Member] \| September 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Conversion of Stock, Shares Converted										352
Shares issued upon conversion of option, value										$ 17,388
Common Class A [Member] \| July 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues	3,766	20,047
Common Class A [Member] \| Maximum [Member]
ShortTermDebt [Line Items]
Warrants issued																			2,828
Common Class A [Member] \| Maximum [Member] \| CPBF Lending LLC [Member]
ShortTermDebt [Line Items]
Common stock price per share																																										$ 55.00						$ 55.00
Common Class A [Member] \| Maximum [Member] \| April 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Common stock price per share					$ 41.20
Common Class A [Member] \| Maximum [Member] \| July 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Common stock price per share		$ 18.00
Common Class A [Member] \| Minimum [Member] \| CPBF Lending LLC [Member]
ShortTermDebt [Line Items]
Common stock price per share																																										$ 54.20						$ 54.20
Shares issued upon conversion of option, value																																										$ 165,000
Common Class A [Member] \| Minimum [Member] \| April 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Common stock price per share					$ 33.80
Common Class A [Member] \| Minimum [Member] \| July 1800 Diagonal Note [Member]
ShortTermDebt [Line Items]
Common stock price per share	$ 14.745	16.50
Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Common stock price per share						$ 59.00		$ 61.60
Stock Issued During Period, Shares, Acquisitions						3,250		5,750
Proceeds from Other Equity						$ 191,477		$ 354,074
Shares, Issued							5,750																																											3,250
Common Class A [Member] \| June 3i Note [Member]
ShortTermDebt [Line Items]
Conversion price per share																																												$ 51.60								$ 38.20
Number of shares issued upon conversion of promissory note																																												30,823
Common Class A [Member] \| June 3i Note [Member] \| Maximum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																												$ 51.60
Common Class A [Member] \| June 3i Note [Member] \| Minimum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																												$ 38.20
Common Class A [Member] \| August 3i Note [Member]
ShortTermDebt [Line Items]
Conversion price per share																																				$ 22.20	$ 48.40														$ 38.20
Number of shares issued upon conversion of promissory note																																				36,667	30,883
Common Class A [Member] \| August 3i Note [Member] \| Maximum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																					$ 48.40
Common Class A [Member] \| August 3i Note [Member] \| Minimum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																					$ 38.20
Common Class A [Member] \| October 3i Note [Member]
ShortTermDebt [Line Items]
Number of shares issued upon conversion of promissory note																																											66,584
Common Class A [Member] \| October 3i Note [Member] \| Maximum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																											$ 50.00
Common Class A [Member] \| October 3i Note [Member] \| Minimum [Member]
ShortTermDebt [Line Items]
Conversion price per share																																											$ 20.60
Pre Funded Warrant [Member] \| Maximum [Member]
ShortTermDebt [Line Items]
Warrants issued																			1,524
Common Class B [Member]
ShortTermDebt [Line Items]
Common Stock, Shares, Outstanding																																										11,556			11,556	11,556		11,556	11,556
Common Class B [Member] \| CPBF Lending LLC [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues																			11,556
Series A Preferred Stock [Member] \| Alco August Promissory Note [Member] \| Alco [Member]
ShortTermDebt [Line Items]
Equity percentage owned percentage																																			10.00%
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount															$ 3,500,000
Cash proceeds from issuance of convertible notes															3,140,000
Debt discount upon issuance															350,000
Debt issuance costs															$ 10,000
Common Stock [Member] \| Private Placement Offering 3 LLP [Member]
ShortTermDebt [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%
Yorkville Convertible Note [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Debt instrument, interest rate															18.00%
Repayments of convertible debt															$ 1,000,000
Convertible promissory note, payment premium percentage															4.00%
Minimum redemption notice period															10 days
Yorkville Convertible Note [Member] \| Minimum [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Debt instrument, interest rate															0.00%
Yorkville Convertible Note [Member] \| Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Conversion price per share															$ 400.00
Common Stock, Par or Stated Value Per Share															$ 0.0001
March Agile Note [Member]
ShortTermDebt [Line Items]
Outstanding principal balance			$ 1,839,432																																						$ 1,179,000
March Agile Note [Member] \| Subordinated Secured Promissory Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																														$ 4,000,000
Debt instrument, interest rate											44.00%																																			44.00%
Maturity date																																														Nov. 12, 2025
Remaining principal and accrued and unpaid interest																																											$ 1,495,375
Outstanding principal balance																																											$ 2,123,432
Loss on debt extinguishment			$ 632,837													$ (633,000)
Proceeds from debt																																														$ 2,044,105
March Agile Note [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Conversion price per share		$ 21.40																																							$ 23.04
Aggregate share issued			11,640																																						29,306
Aggregate reductions of in outstanding balance debt			$ 284,000																																						$ 660,000
Private Placement Warrants [Member]
ShortTermDebt [Line Items]
Warrants issued																																													50,684			393,231
Yorkville Standby Equity Purchase Agreement [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																												$ 1,500,000		$ 1,000,000
Cash proceeds from issuance of convertible notes																												1,250,000		900,000
Debt discount upon issuance																												$ 250,000		100,000
Increased principal amount agreed to advance																														1,000,000.0
Yorkville Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Increased principal amount agreed to advance																														$ 1,000,000
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Common stock price per share																															$ 5,000
Common Stock, Par or Stated Value Per Share																															0.0001
Loss on debt extinguishment																																													$ 14,000
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class B [Member]
ShortTermDebt [Line Items]
Common Stock, Par or Stated Value Per Share																															$ 0.0001
Yorkville Standby Equity Purchase Agreement [Member] \| March Yorkville Promissory Notes [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																																	$ 750,000
Yorkville Standby Equity Purchase Agreement [Member] \| March Yorkville Promissory Notes [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Conversion of Stock, Shares Converted																																																	750
Yorkville Standby Equity Purchase Agreement [Member] \| February Yorkville Promissory Note [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Conversion of Stock, Shares Converted																																																	145
CPBF Securities Purchase Agreement [Member]
ShortTermDebt [Line Items]
[custom:ClassOfWarrantOrRightInitialExercisePrice-0]																			$ 778.00
Class of Warrant or Right, Exercise Price of Warrants or Rights																			$ 0.0001
[custom:ClassOfWarrantOrRightExercisePercentageOfShareOutstanding]																			19.99%
Long-Term Debt, Gross																			$ 2,000,000.0
CPBF Securities Purchase Agreement [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues																			1,305
CPBF Securities Purchase Agreement [Member] \| Common Class B [Member] \| Chief Executive Officer [Member]
ShortTermDebt [Line Items]
Common Stock, Shares, Outstanding																			115.56
Alco Share Transfer Agreements [Member] \| Alco September Promissory Note [Member] \| Seven Gc Co Holdings Inc [Member]
ShortTermDebt [Line Items]
Conversion price per share																																$ 10.00
Number of shares issued upon conversion of promissory note																																7,500
Alco Share Transfer Agreements [Member] \| Alco November Promissory Note [Member] \| Seven Gc Co Holdings Inc [Member]
ShortTermDebt [Line Items]
Debt conversion, description																																																for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 7,500, 3,750, and 30,000, respectively. Pursuant to the Alco Share Transfer Agreements, the shares are subject to an 180-day lock-up period upon issuance of the shares.
Conversion price per share																																$ 10.00
Number of shares issued upon conversion of promissory note																																3,750
Alco Share Transfer Agreements [Member] \| Alco December Promissory Note [Member] \| Seven Gc Co Holdings Inc [Member]
ShortTermDebt [Line Items]
Conversion price per share																																$ 10.00
Number of shares issued upon conversion of promissory note																																30,000
Conversion and Settlement [Member] \| Alco September Promissory Note [Member]
ShortTermDebt [Line Items]
Loans Payable, Current																				$ 4,711,681
Debt Conversion, Converted Instrument, Issuance Date																				Sep. 19, 2024
Warrants issuance grant date fair value																				$ 3,687,812
Conversion and Settlement [Member] \| Alco September Promissory Note [Member] \| Pre Funded Warrant [Member]
ShortTermDebt [Line Items]
Warrants issuance grant date fair value																				$ 4,080,194
Conversion and Settlement [Member] \| Maximum [Member] \| Alco September Promissory Note [Member]
ShortTermDebt [Line Items]
Warrants issued																				66,567
Conversion and Settlement [Member] \| Maximum [Member] \| Alco September Promissory Note [Member] \| Pre Funded Warrant [Member]
ShortTermDebt [Line Items]
Warrants issued																				52,446
Conversion and Settlement [Member] \| Common Class A [Member] \| Alco September Promissory Note [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues																				14,121
Stock Issued During Period, Value, New Issues																				$ 1,098,614
Conversion of 7Gc Promissory Notes [Member] \| Common Class A [Member] \| Sponsor [Member]
ShortTermDebt [Line Items]
Stock Issued During Period, Shares, New Issues																													891
Share Purchase Agreement [Member] \| Maximum [Member] \| Gem Agreement [Member]
ShortTermDebt [Line Items]
Common stock, value, issued																															$ 100,000,000
Gem Term Sheet [Member] \| Gem Agreement [Member]
ShortTermDebt [Line Items]
Convertible debenture																															$ 2,000,000.0
Convertible debenture maturity period																															5 years
Coupon rate																															0.00%
Commitment fee expense																															$ 2,000,000.0
Gem Term Sheet [Member] \| Common Class A [Member] \| Gem Agreement [Member] \| Gem Warrant [Member]
ShortTermDebt [Line Items]
Percentage of right to convert warrant to common shares																															3.00%
Standby Equity Purchase Agreement [Member]
ShortTermDebt [Line Items]
Proceeds from (Repayments of) Debt																																																	$ 2,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount															$ 3,500,000
Cash proceeds from issuance of convertible notes															3,140,000																$ 1,800,000
Debt discount upon issuance															350,000																200,000
Debt issuance costs															$ 10,000
Standby Equity Purchase Agreement [Member] \| Maximum [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																															3,500,000
Standby Equity Purchase Agreement [Member] \| Minimum [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																															2,000,000.0
Standby Equity Purchase Agreement [Member] \| Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Conversion of Stock, Shares Converted																																																	1,377
Standby Equity Purchase Agreement [Member] \| Yorkville Convertible Note [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																															$ 2,000,000
Standby Equity Purchase Agreement [Member] \| Yorkville Convertible Notes [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Debt instrument, interest rate																															0.00%
Maturity date																															Jan. 17, 2025
Repayments of convertible debt																									$ 1,000,000
Debt instrument, increase in interest rate																															18.00%
Conversion rate percentage of common stock outstanding																															9.99%
Conversion rate percentage of common stock outstanding																															10.00%
Percentage of repayment of convertible debt, amount																									10.00%
Standby Equity Purchase Agreement [Member] \| February Yorkville Promissory Note [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																																																	$ 1,000,000
Standby Equity Purchase Agreement [Member] \| February Yorkville Promissory Note [Member] \| Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
ShortTermDebt [Line Items]
Conversion of Stock, Shares Converted																																																	145
Original Debt Repayment Agreement [Member]
ShortTermDebt [Line Items]
Repayments of convertible debt																										$ 2,000,000
Debt instrument, offering date																										Jun. 02, 2024
Original Debt Repayment Agreement [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Common stock price per share																										$ 0.0001
Redemption premium amount																										$ 200,000
Amended Debt Repayment Agreement [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																									$ 750,000
Cash proceeds from issuance of convertible notes																									75,000
Repayments of convertible debt																									750,000
Redemption premium amount																									75,000
Proceeds from (Repayments of) Debt																									35,040
Amended Debt Repayment Agreement [Member] \| Common Class A [Member]
ShortTermDebt [Line Items]
Aggregate principal amount																								$ 110,000
Cash proceeds from issuance of convertible notes																								75,000
Redemption premium amount																								$ 75,000	$ 75,000
Stock Issued During Period, Shares, Acquisitions																								60	60
Purchase Agreement [Member] \| Private Placement Warrants [Member] \| 3i, LP [Member]
ShortTermDebt [Line Items]
Warrants issued												1,061

Debt (Details Narrative Six)																		3 Months Ended		12 Months Ended
Debt (Details Narrative Six)	Mar. 19, 2026 USD ($) $ / shares shares	Mar. 17, 2026 USD ($)	Jan. 27, 2026 USD ($) $ / shares shares	Jan. 12, 2026 USD ($)	Dec. 03, 2025 USD ($)	Nov. 04, 2025 USD ($)	Oct. 27, 2025 USD ($) $ / shares shares	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 ($)	Aug. 16, 2024 USD ($)	Mar. 31, 2026 USD ($) Tradingday	Mar. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Feb. 05, 2024 USD ($)
Debt Instrument [Line Items]
Aggregate principal amount																						$ 4,500,000
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, maturity date																	Jun. 15, 2025
Interest rate																	12.00%
Debt instrument unamortized debt issuance costs incurred during the period																	$ 8,000
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, maturity date								Jun. 15, 2026								Jul. 30, 2025
Interest rate								14.00%								12.00%
Debt instrument unamortized debt issuance costs incurred during the period								$ 7,000								$ 8,000
September 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Debt instrument, fair value										$ 17,000
Conversion of stock, shares converted \| shares										352
Shares issued upon conversion of option, value										$ 17,388
December 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount					$ 94,000										$ 124,200
Proceeds from issuance of secured debt					75,000										100,000
Original issue discount					$ 12,000										$ 16,200
Debt instrument, maturity date					Aug. 30, 2026										Oct. 15, 2025
Interest rate					14.00%										12.00%
Debt instrument unamortized debt issuance costs incurred during the period					$ 7,000										$ 8,000
December 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Debt instrument, fair value											$ 58,000
Conversion of stock, shares converted \| shares											999
Shares issued upon conversion of option, value											$ 52,164
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, maturity date														Dec. 15, 2025
Interest rate														12.00%
Debt instrument unamortized debt issuance costs incurred during the period														$ 8,000
February 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Debt instrument, fair value									$ 80,700
Conversion of stock, shares converted \| shares									1,639
Shares issued upon conversion of option, value									$ 69,552					$ 70,000
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, maturity date													Feb. 15, 2026
Interest rate													12.00%
Debt instrument unamortized debt issuance costs incurred during the period													$ 8,000
Shares issued upon conversion of option, value							$ 265,100
April 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Share issued \| shares							7,015
April 1800 Diagonal Note [Member] \| Common Class A [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Common stock price per share \| $ / shares							$ 33.80
April 1800 Diagonal Note [Member] \| Common Class A [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Common stock price per share \| $ / shares							$ 41.20
May1800 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, maturity date												Feb. 15, 2026
Interest rate												12.00%
Debt instrument unamortized debt issuance costs incurred during the period												$ 7,000
July 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount										295,550
Proceeds from issuance of secured debt										250,000
Original issue discount										$ 38,550
Debt instrument, maturity date										May 30, 2026
Interest rate										12.00%
Debt instrument unamortized debt issuance costs incurred during the period										$ 7,000
Shares issued upon conversion of option, value	$ 54,000		$ 331,000
July 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Share issued \| shares	3,766		20,047
July 1800 Diagonal Note [Member] \| Common Class A [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Common stock price per share \| $ / shares	$ 14.745		$ 16.50
July 1800 Diagonal Note [Member] \| Common Class A [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Common stock price per share \| $ / shares			$ 18.00
November 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount						$ 238,050
Proceeds from issuance of secured debt						200,000
Original issue discount						$ 31,050
Debt instrument, maturity date						Jul. 30, 2026
Interest rate						14.00%
Debt instrument unamortized debt issuance costs incurred during the period						$ 7,000
January 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount				$ 296,000
Proceeds from issuance of secured debt				250,000
Original issue discount				$ 39,000
Debt instrument, maturity date				Oct. 15, 2026
Interest rate				14.00%
Debt instrument unamortized debt issuance costs incurred during the period				$ 7,000
March 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 181,000
Proceeds from issuance of secured debt		150,000
Original issue discount		$ 24,000
Debt instrument, maturity date		Dec. 15, 2026
Interest rate		14.00%
Debt instrument unamortized debt issuance costs incurred during the period		$ 7,000
1800 Diagonal Notes [Member]
Debt Instrument [Line Items]
Percentage of common stock shares convertible																		4.99%		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.		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.
Thresold trading days \| Tradingday																		10
Interest expense																		$ 115,000	$ 37,000	$ 306,696	$ 100,095

Acquisitions

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions

4. Acquisitions

Vidello

On January 31, 2025, the Company closed a previously announced merger with Vidello Limited (“Vidello”), a private limited company registered in England and Wales (the “Vidello Merger”), pursuant to an Agreement and Plan of Merger (the “Vidello Merger Agreement”), dated December 19, 2024, by and among the Company, 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 in cash (the “Vidello Cash Consideration”), whereby $2,500 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 4,491 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 as security for the obligations of Company Shareholders for a period of twelve months (the “Indemnification Holdback Amount”), (2) the withholding of $500 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 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 December 31, 2025, the Company recognized $486 of expense after foreign currency translation in the consolidated statements of operations related to the Transition Holdback Amount in the line Vidello earnout expense. During the three months ended September 30, 2025, the Company paid the contractual amount of $500 to the Vidello Shareholders for the Transition Holdback Period.

During the three months ended September 30, 2025, the 180 day measurement period for the Revenue Holdback 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 during the three 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.

During the three months ended March 31, 2025, the Company incurred transaction costs of approximately $730 which are included in the unaudited condensed consolidated statements of operations.

The Vidello Merger was accounted for as a business combination under the acquisition method pursuant to FASB ASC 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 fair value of the consideration transferred totaled $6,268 summarized as follows:

	Amount
Cash paid at closing	$	2,745
Common stock issued to Vidello Stockholders		1,662
Fair value of Holdback Amount		1,861
Total consideration paid	$	6,268

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

The Company allocated the purchase price of the Vidello Merger to the assets acquired and liabilities assumed as of the acquisition date, as follows:


Assets acquired:
Cash and cash equivalents	$	68
Property and equipment, net		9
Intangible assets – customer relationships		551
Intangible Assets – trade name		736
Intangible Assets – developed technology		4,010
Intangible Assets		4,010
Total assets	$	5,374
Liabilities assumed:
Accounts payable		1
Accrued expenses and other current liabilities		15
Unearned revenue, current		448
Deferred tax liability		1,324
Taxes payable		337
Total liabilities	$	2,125
Total identifiable net assets		3,249
Goodwill recorded:
Goodwill		3,019
Total consideration	$	6,268

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.

All intangible assets acquired are subject to amortization and their associated estimated useful lives are as follows:

		Estimated
Intangible Assets		Useful Life
Customer relationships		6 years
Trade name		10 years
Developed technology		7 - 8 years

Net income in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 includes net loss of approximately $250 and net income of $734, respectively, of Vidello from the date of acquisition to March 31, 2026.

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, 2025. 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:

	2026			2025
	For the Three Months Ended March 31,
	2026			2025
Revenue	$	2,696		$	3,609
Cost of revenue		521			796
Operating expenses		7,955			7,753
Total other expenses (income), net		2,689			(1,337	)
Loss before income taxes attributable to common stockholders		(8,469	)		(3,603	)

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

4. Acquisitions

Vidello

On January 31, 2025, the Company closed a previously announced merger with Vidello Limited (“Vidello”), a private limited company registered in England and Wales (the “Vidello Merger”), pursuant to an Agreement and Plan of Merger (the “Vidello Merger Agreement”), dated December 19, 2024, by and among the Company, 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 4,491 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 December 31, 2025, the Company recognized $485,720 of expense after foreign currency translation in the consolidated statements of operations related to the Transition Holdback Amount in the line Vidello earnout expense. As of December 31, 2025, the Company had paid the contractual amount of $500,000 to the Vidello Shareholders for the Transition Holdback Period.

As of December 31, 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 year ended December 31, 2025.

The Company incurred transaction costs of approximately $730,000 which are included in the consolidated statements of operations.

The Vidello Merger was accounted for as a business combination under the acquisition method pursuant to FASB ASC 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

Assets acquired:
Cash and cash equivalents	$	67,551
Property and equipment, net		9,375
Intangible assets – customer relationships		551,000
Intangible Assets – trade name		736,000
Intangible Assets – 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

As of the date these 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 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 useful lives are as follows:

		Estimated
Intangible Assets		Useful Life
Customer relationships		6 years
Trade name		10 years
Developed technology		7 - 8 years

Net income in the consolidated statements of operations for the year ended December 31, 2025 and 2024 includes net loss of approximately $250 thousand and net income of $734 thousand, respectively, of Vidello from the date of acquisition to December 31, 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 year ended December 31,
	2025			2024
Revenue	$	12,391,854		$	10,006,674
Cost of revenue		2,379,038			2,114,675
Operating expenses		28,511,163			19,795,088
Total other expenses (income), net		3,966,478			18,045,645
Loss before income taxes attributable to common stockholders		(22,464,825	)		(29,948,734	)

- Definition

The entire disclosure for business combination.

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-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 40
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479326/805-40-45-1

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-30/tableOfContent

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-20/tableOfContent

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-7

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

Summary of Reconciliation Between Reportable Segment Adjusted EBITDA to Consolidated Net Loss Before Income Taxes (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Long-Lived Asset, Held and Used, Impairment [Line Items]
Total	$ (5,780,000)	$ (4,907,000)	$ (18,464,980)	$ (13,467,744)
Interest income	(3,000)		(2,955)	(10)
Gain on release of Vidello revenue holdback			(973,000)
Vidello earnout expense			(485,720)
Failed acquisition costs			(1,382,002)
Loss on Yorkville SEPA advances	(28,000)	(385,000)	(974,079)
GEM settlement fee expense				(200,000)
Yorkville prepayment premium expense				(80,760)
Loss on debt issuance	49,000	274,000	444,000	653,208
Goodwill impairment				2,725,460
Loss before income taxes	(8,469,000)	(3,570,000)	(22,431,458)	(31,513,389)
Nonrelated Party [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Interest expense	(9,000)		(1,227,509)
Related Party [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Interest expense	(194,000)	(358,000)	(1,156,984)	(3,047,101)
Operating Segments [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Total	(5,475,000)	(4,660,000)	(17,314,510)	(13,418,786)
Interest income	(3,000)		(2,955)	(10)
Depreciation and amortization expense	305,000	247,000	1,150,471	24,179
Loss on conversion of liabilities				11,338,284
Gain on extinguishment of liabilities, net			(2,085,895)	390,801
Gain on release of Vidello revenue holdback			(973,000)
Vidello earnout expense			485,720
Failed acquisition costs			1,382,002
Loss on Yorkville SEPA advances	(28,000)	(385,000)	974,079
GEM settlement fee expense				200,000
Yorkville prepayment premium expense				80,760
Loss on debt issuance	1,647,000	274,000	5,580,835	653,208
Changes in fair value of financial instruments	258,000	344,000	(3,052,229)	(478,288)
Goodwill impairment				2,725,460
Other	550,000	(125,000)	(726,572)	113,108
Loss before income taxes	(8,469,000)	(3,570,000)	(21,203,950)	(31,513,389)
Operating Segments [Member] \| Nonrelated Party [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Interest expense	(9,000)
Operating Segments [Member] \| Related Party [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Interest expense	(194,000)	(358,000)	1,156,984	3,047,101
Operating Segments [Member] \| Banzai Operating [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Total	(5,608,000)	(5,477,000)	(17,434,219)	(13,484,311)
Operating Segments [Member] \| Open Reel [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Total	$ 155,000	$ 397,000	(418,092)	65,525
Operating Segments [Member] \| Vidello [Member]
Long-Lived Asset, Held and Used, Impairment [Line Items]
Total			$ 537,801

Summary of Information About Reported Segments (Details) - USD ($)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Mar. 31, 2025

Dec. 31, 2025

Dec. 31, 2024

Segment Reporting [Line Items]

Revenue

$ 2,696,000

$ 3,379,000

$ 12,161,419

$ 4,527,879

Cost of revenue

521,000

606,000

2,188,583

1,422,542

Gross profit

2,175,000

2,773,000

9,972,836

3,105,337

Expenses

Total operating expenses

7,955,000

7,680,000

28,437,816

16,573,081

Segment Adjusted EBITDA

(5,475,000)

(4,660,000)

Transaction, PubCo. Expenses and Stock-based compensation

3,567,000

2,918,000

Gross profit

2,175,000

2,773,000

9,972,836

3,105,337

Total expenses

7,955,000

7,680,000

28,437,816

16,573,081

Operating Segments [Member]

Segment Reporting [Line Items]

Revenue

2,696,000

3,379,000

12,161,419

4,527,879

Cost of revenue

521,000

606,000

2,188,583

1,422,542

Gross profit

2,175,000

2,773,000

9,972,836

3,105,337

Expenses

People

3,096,000

2,294,000

11,193,365

6,227,130

Marketing and advertising

533,000

937,000

2,873,464

1,592,105

Technology

230,000

822,000

1,283,099

974,204

Other segment expenses

224,000

^[1]

462,000

^[2]

Total operating expenses

4,083,000

4,515,000

18,307,843

9,611,814

Segment Adjusted EBITDA

(1,908,000)

(1,742,000)

(8,335,007)

(6,506,477)

Transaction, PubCo. Expenses and Stock-based compensation

8,979,501

6,912,309

Gross profit

2,175,000

2,773,000

9,972,836

3,105,337

Other segment expenses

2,957,915

^[3]

818,375

^[4]

Total expenses

4,083,000

4,515,000

18,307,843

9,611,814

Adjusted EBITDA

(17,314,508)

(13,418,786)

Banzai Operating [Member]

Expenses

Segment Adjusted EBITDA

(5,608,000)

(5,477,000)

Transaction, PubCo. Expenses and Stock-based compensation

3,567,000

2,616,000

Banzai Operating [Member] | Operating Segments [Member]

Segment Reporting [Line Items]

Revenue

1,026,000

1,160,000

4,426,868

4,305,429

Cost of revenue

390,000

377,000

1,476,701

1,407,564

Gross profit

636,000

783,000

2,950,167

2,897,865

Expenses

People

1,944,000

2,204,000

6,254,527

6,209,488

Marketing and advertising

369,000

795,000

2,160,168

1,587,085

Technology

180,000

276,000

926,334

861,775

Other segment expenses

184,000

^[1]

369,000

^[2]

Total operating expenses

2,677,000

3,644,000

11,564,715

9,469,867

Segment Adjusted EBITDA

(2,041,000)

(2,861,000)

(8,614,548)

(6,572,002)

Transaction, PubCo. Expenses and Stock-based compensation

8,819,671

6,912,309

Gross profit

636,000

783,000

2,950,167

2,897,865

Other segment expenses

2,223,686

^[3]

811,519

^[4]

Total expenses

2,677,000

3,644,000

11,564,715

9,469,867

Adjusted EBITDA

(17,434,219)

(13,484,311)

Open Reel [Member]

Expenses

Segment Adjusted EBITDA

155,000

397,000

Transaction, PubCo. Expenses and Stock-based compensation

302,000

Open Reel [Member] | Operating Segments [Member]

Segment Reporting [Line Items]

Revenue

1,376,000

1,441,000

5,473,389

222,450

Cost of revenue

64,000

74,000

310,362

14,978

Gross profit

1,312,000

1,367,000

5,163,027

207,472

Expenses

People

1,033,000

90,000

4,545,813

17,642

Marketing and advertising

51,000

39,000

155,237

5,020

Technology

37,000

519,000

272,926

112,429

Other segment expenses

36,000

^[1]

20,000

^[2]

Total operating expenses

1,157,000

668,000

5,509,799

141,947

Segment Adjusted EBITDA

155,000

699,000

(346,772)

65,525

Transaction, PubCo. Expenses and Stock-based compensation

71,320

Gross profit

1,312,000

1,367,000

5,163,027

207,472

Other segment expenses

535,823

^[3]

6,856

^[4]

Total expenses

1,157,000

668,000

5,509,799

141,947

Adjusted EBITDA

(418,092)

65,525

Vidello Limited [Member]

Expenses

Segment Adjusted EBITDA

(22,000)

420,000

^[5]

Transaction, PubCo. Expenses and Stock-based compensation

^[5]

Vidello Limited [Member] | Operating Segments [Member]

Segment Reporting [Line Items]

Revenue

294,000

778,000

^[5]

2,261,162

^[6]

Cost of revenue

67,000

155,000

^[5]

401,520

^[6]

Gross profit

227,000

623,000

^[5]

1,859,642

^[6]

Expenses

People

119,000

^[5]

393,025

^[6]

Marketing and advertising

113,000

103,000

^[5]

558,059

^[6]

Technology

13,000

27,000

^[5]

83,839

^[6]

Other segment expenses

4,000

^[1]

73,000

^[2],[5]

Total operating expenses

249,000

203,000

^[5]

1,233,330

^[6]

Segment Adjusted EBITDA

(22,000)

420,000

^[5]

626,312

^[6]

Transaction, PubCo. Expenses and Stock-based compensation

88,511

^[6]

Gross profit

227,000

623,000

^[5]

1,859,642

^[6]

Other segment expenses

198,407

^[3]

^[4],[6]

Total expenses

$ 249,000

$ 203,000

^[5]

1,233,330

^[6]

Adjusted EBITDA

$ 537,801

^[6]

[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.
[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.
[3]	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.
[4]	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.
[5]	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions and therefore does not represent activity for the full three month period.
[6]	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions and therefore is presented at $0 for comparative purposes.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Leases

The Company has an operating lease for its office space. Supplemental cash flow information related to leases are as follows:

Supplemental cash flow information:	2026			2025
	For the Three Months Ended March 31,
Supplemental cash flow information:	2026			2025
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	7		$	6
Change in lease liabilities (operating cash flow)		(7	)		(5	)

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 $4,816 to $1,605 (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 March 31, 2025 and accordingly recognized a gain on settlement of approximately $3.2 million, recognized within gain on extinguishment of liabilities on the unaudited condensed consolidated statements of operations for the three months ended March 31, 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 to $357 (the “Donnelley Unpaid Fee”). The Donnelley Unpaid Fee will be paid in 12 monthly installments, with the first monthly payment of $45 due on October 1, 2024; the remaining 11 payments shall each be in the amount of $28. 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 $85 is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2026.

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 $197 (the “Verista Unpaid Fee”). The Company and Verista have agreed that the Verista Unpaid Fee will be repaid with $67 worth of shares of the Company, and $130 in 16 equal cash installment payments of $8 beginning on October 1, 2024, and on the first day of each month thereafter through January 1, 2026. As of March 31, 2026, the Company had issued 3,000 shares and made aggregate installment payments of $78 to Verista. The remaining unpaid balance of $46 is included in Accounts Payable on the condensed consolidated balance sheets as of March 31, 2026.

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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

14. Commitments and Contingencies

Leases

The Company has an operating lease for its office space. The lease agreement does 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 the Company’s lease nor are there significant restrictions or covenants. 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 lease contains an escalation clause and a renewal option. The Company is not reasonably certain that the renewal option will be exercised upon expiration of the initial terms of its existing lease.

The Company entered into a sublease which it has identified as an operating lease prior to the adoption of FASB ASC 842, Leases. The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor. The sublease expired at the end of September 2024.

The components of lease expense for the years ended December 31, 2025 and 2024, are as follows:

Schedule of Components of Lease Expense

Components of lease expense:	2025		2024
	For the Year Ended December 31,
Components of lease expense:	2025		2024
Operating lease expense	$	30,000	$	145,674
Sublease income		—		(117,084	)
Total lease (income) expense	$	30,000	$	28,590

Supplemental cash flow information related to leases are as follows:

Supplemental cash flow information:	2025			2024
	For the Year Ended December 31,
Supplemental cash flow information:	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	24,011		$	137,717
Change in lease liabilities (operating cash flow)		(23,280	)		(237,607	)
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	7,319		$	76,269

Supplemental balance sheet information related to leases was as follows:

Operating leases:	2025		2024
	As of December 31,
Operating leases:	2025		2024
Operating lease right-of-use assets	$	55,871	$	72,565
Operating lease liability, current		22,823		22,731
Operating lease liability, non-current		33,922		49,974
Total operating lease liabilities	$	56,745	$	72,705

	As of December 31,
Weighted-average remaining lease term:	2025		2024
Operating leases (in years)		1.83		2.83

Weighted-average discount rate:		2025				2024
Operating leases			9.40	%			9.40	%

Future minimum lease payments under non-cancellable lease as of December 31, 2025, are as follows:

Maturities of lease liabilities:
Year Ending December 31,
2026	$	33,458
2027		28,235
2028		—
2029		—
2030 and thereafter		—
Total undiscounted cash flows		61,693
Less discounting		(4,948	)
Present value of lease liabilities	$	56,745

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 1,200 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 3,000 shares to Perkins to settle part of the outstanding liability balance. During the year ended December 31, 2025, the Company issued 6,500 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 consolidated statements of operations for the year ended December 31, 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 consolidated balance sheets as of December 31, 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 consolidated statements of operations for the year ended December 31, 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 $85,098 is included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 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 December 31, 2025, the Company had issued 150 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 consolidated balance sheets as of December 31, 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 December 31, 2025, the Company had paid the total amount owed of approximately $1,382,030 to Act-On.

Legal Matters

Schedule of Derivative Asset (Liability) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Change in fair value of bifurcated embedded derivative asset - related party		$ 54,000	$ (51,000)
Cp Bf Convertible Notes [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Beginning balance	$ 9,000	63,000
Change in fair value of bifurcated embedded derivative asset - related party	(22,000)	54,000
Ending balance	$ (13,000)	$ (9,000)	$ (63,000)

Schedule of Components of Net Loss Before Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
United States	$ (22,673,927)	$ (31,513,389)
Foreign	$ 242,469

Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental Cash Flow Information Related to Leases

The Company has an operating lease for its office space. Supplemental cash flow information related to leases are as follows:

Supplemental cash flow information:	2026			2025
	For the Three Months Ended March 31,
Supplemental cash flow information:	2026			2025
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	7		$	6
Change in lease liabilities (operating cash flow)		(7	)		(5	)

Supplemental cash flow information related to leases are as follows:

Supplemental cash flow information:	2025			2024
	For the Year Ended December 31,
Supplemental cash flow information:	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Non-cash lease expense (operating cash flow)	$	24,011		$	137,717
Change in lease liabilities (operating cash flow)		(23,280	)		(237,607	)
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	7,319		$	76,269

Schedule of Components of Lease Expense

The components of lease expense for the years ended December 31, 2025 and 2024, are as follows:

Schedule of Components of Lease Expense

Components of lease expense:	2025		2024
	For the Year Ended December 31,
Components of lease expense:	2025		2024
Operating lease expense	$	30,000	$	145,674
Sublease income		—		(117,084	)
Total lease (income) expense	$	30,000	$	28,590

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

Operating leases:	2025		2024
	As of December 31,
Operating leases:	2025		2024
Operating lease right-of-use assets	$	55,871	$	72,565
Operating lease liability, current		22,823		22,731
Operating lease liability, non-current		33,922		49,974
Total operating lease liabilities	$	56,745	$	72,705

	As of December 31,
Weighted-average remaining lease term:	2025		2024
Operating leases (in years)		1.83		2.83

Weighted-average discount rate:		2025				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 December 31, 2025, are as follows:

Maturities of lease liabilities:
Year Ending December 31,
2026	$	33,458
2027		28,235
2028		—
2029		—
2030 and thereafter		—
Total undiscounted cash flows		61,693
Less discounting		(4,948	)
Present value of lease liabilities	$	56,745

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Prepaid Expenses And Other Current Assets

Summary of Prepaid Expenses and Other Current Assets

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

	March 31, 2026		December 31, 2025
Prepaid expenses and other current assets:
Prepaid software costs	$	212	$	154
Service trade		83		114
Employee receivable		13		13
Prepaid insurance costs		326		7
Prepaid commissions		154		96
Prepaid merchant fees		63		61
Other current assets		4		—
Total prepaid expenses and other current assets	$	855	$	445

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

	December 31, 2025		December 31, 2024
Prepaid expenses and other current assets:
Prepaid software costs	$	153,526	$	59,855
Service trade		114,041		239,041
Employee receivable		12,863		800
Prepaid insurance costs		7,228		130,345
Prepaid commissions		96,206		31,504
Prepaid consulting costs		—		76,767
Prepaid advertising and marketing costs		—		29,133
Prepaid merchant fees		60,774		26,690
Prepaid data license and subscription costs		—		3,125
Other current assets		451		46,414
Total prepaid expenses and other current assets	$	445,089	$	643,674

Summary of Convertible Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2026	Dec. 31, 2025
Debt Disclosure [Abstract]
Face value of the CP BF convertible notes	$ 8,759	$ 8,759
Debt premium, net
Carrying value of the CP BF convertible notes	8,759	8,759
Accrued interest	1,752	1,558
Prepayments made	(5,012)	(5,012)
Conversions	(382)	(382)
Total CP BF convertible notes and accrued interest	$ 5,117	$ 4,923

- 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
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

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

+ Details

Summary of Company's Revenue Generated by Saas Product (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Product Information [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Reach [Member]
Product Information [Line Items]
Concentration risk percentage	2.20%	3.80%	2.20%	3.80%
Demio [Member]
Product Information [Line Items]
Concentration risk percentage	34.20%	91.00%	34.20%	91.00%
Open Reel [Member]
Product Information [Line Items]
Concentration risk percentage	45.00%	5.20%	45.00%	5.20%
Vidello [Member]
Product Information [Line Items]
Concentration risk percentage			18.60%

- 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

Summary of Changes in Fair Value of Yorkville Convertible Note (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Repayment in cash of Yorkville convertible notes	$ (647,000)	$ (1,877,000)	$ (4,514,664)	$ (750,000)
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2025	1,200,000
Balance at March 31, 2026	571,000		1,200,000
Convertible Debt [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance at December 31, 2025	1,200,000
Repayment in cash of Yorkville convertible notes	(647,000)		(4,514,664)
Change in fair value	18,000		321,165
Balance at March 31, 2026	$ 571,000		$ 1,200,000

Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Net operating loss carryforwards	$ 15,736,074	$ 12,347,734
Contribution carryforwards	8,803	23,718
Tax credits	175,785	91,889
Stock-based compensation	284,981	157,165
Accrual to cash adjustment
Startup costs and other intangibles	1,618,932	1,700,257
Acquired intangibles	(1,953,499)	(870,569)
Lease liabilities	13,030	16,339
Right-of-use assets	(12,830)	(16,308)
Accrued expenses	664,106	651,519
Capitalized R&D costs (Sec. 174)	1,959,520	1,930,337
Other	66,496	8,182
Deferred tax assets	18,561,398	16,040,263
Valuation allowance	(19,679,073)	(16,040,263)
Deferred tax assets (liabilities), net of allowance	$ (1,170,469)

Debt (Details Narrative Eight) - USD ($)			1 Months Ended				2 Months Ended		3 Months Ended
Debt (Details Narrative Eight) - USD ($)	Mar. 19, 2026	Jan. 27, 2026	Mar. 25, 2026	Feb. 19, 2026	Feb. 10, 2026	Oct. 14, 2025	Dec. 11, 2025	Oct. 22, 2025	Mar. 31, 2026	Mar. 02, 2026	Jan. 08, 2026	Oct. 16, 2025	Sep. 10, 2025	Aug. 12, 2025
June 3i Note [Member] \| 3i, LP [Member]
Debt Instrument [Line Items]
Outstanding principal amount								$ 1,419,698
August 3i Note [Member] \| 3i, LP [Member]
Debt Instrument [Line Items]
Outstanding principal amount					$ 807,000	$ 1,411,667
October 3i Note Due October One Two Thousand Twenty Six [Member] \| 3i, LP [Member]
Debt Instrument [Line Items]
Outstanding principal amount				$ 1,073,000			$ 1,677,000
February 3i Note [Member] \| 3i, LP [Member]
Debt Instrument [Line Items]
Outstanding principal amount			$ 856,000
Common Class A [Member] \| June 3i Note [Member]
Debt Instrument [Line Items]
Debt outstanding converted to common stock								30,823
Debt instrument conversion price per share								$ 51.60						$ 38.20
Common Class A [Member] \| August 3i Note [Member]
Debt Instrument [Line Items]
Debt outstanding converted to common stock					36,667	30,883
Debt instrument conversion price per share					$ 22.20	$ 48.40							$ 38.20
Common Class A [Member] \| October 3i Note Due October One Two Thousand Twenty Six [Member]
Debt Instrument [Line Items]
Debt outstanding converted to common stock				60,764			66,584
Debt instrument conversion price per share				$ 20.40			$ 50.00				$ 17.20	$ 20.60
Common Class A [Member] \| February 3i Note [Member]
Debt Instrument [Line Items]
Debt outstanding converted to common stock			46,371
Debt instrument conversion price per share			$ 19.60							$ 16.60
July 1800 Diagonal Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Share issued	3,766	20,047
Private Placement Notes [Member]
Debt Instrument [Line Items]
Interest expense									$ 182,000

Going Concern

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. Going Concern

As of March 31, 2026 the Company had cash of approximately $0.1 million. For the three months ended March 31, 2026, the Company used approximately $5.5 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of March 31, 2026, the Company had an accumulated deficit of approximately $109.2 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 11 – Debt) and equity financings associated with the Yorkville SEPA and the ATM (as defined in Note 14 – Equity). 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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

2. Going Concern

As of December 31, 2025 the Company had cash of approximately $0.3 million. For the year ended December 31, 2025, the Company used approximately $15.7 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2025, the Company had an accumulated deficit of approximately $100.8 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these financial statements were issued.

The Company’s plans include obtaining future debt financings (see Note 12 – Debt) and equity financings associated with the Yorkville SEPA and the ATM (as defined in Note 15 – Equity). 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 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.

- Definition

The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.

+ References + Details

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Other expenses (income):
Revenue	$ 2,696,000	$ 3,379,000	$ 12,161,419	$ 4,527,879
Cost of revenue	521,000	606,000	2,188,583	1,422,542
Gross profit	2,175,000	2,773,000	9,972,836	3,105,337
Operating expenses:
General and administrative expenses	7,650,000	7,433,000	27,287,345	16,548,902
Depreciation and amortization expense	305,000	247,000	1,150,471	24,179
Total operating expenses	7,955,000	7,680,000	28,437,816	16,573,081
Operating loss	(5,780,000)	(4,907,000)	(18,464,980)	(13,467,744)
Other expenses (income):
GEM settlement fee expense				200,000
Interest income	(3,000)		(2,955)	(10)
Gain on extinguishment of liabilities		(4,343,000)	(4,488,627)	(680,762)
Gain on release of Vidello revenue holdback			(973,000)
Loss on debt issuance	49,000	274,000	444,000	653,208
Loss on private placement issuance	1,598,000		4,873,509
Loss on issuance of term notes			110,500
Loss on issuance of convertible bridge notes			152,826
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 debt, net	6,000	1,770,000	2,402,732	1,071,563
Change in fair value of bifurcated embedded derivative assets			54,000	(51,000)
Change in fair value of convertible notes	(372,000)	159,000	(1,987,203)	693,000
Change in fair value of term notes			173,055	88,588
Change in fair value of convertible bridge notes			(46,253)	(10,176)
Yorkville prepayment premium expense				80,760
Loss on Yorkville SEPA advances	28,000	385,000	974,079
Vidello earnout expense			485,720
Failed acquisition costs			1,382,002
Goodwill impairment				2,725,460
Other (income) expense, net	550,000	(125,000)	(726,572)	88,329
Total other expenses, net	2,689,000	(1,337,000)	3,966,478	18,045,645
Loss before income taxes	(8,469,000)	(3,570,000)	(22,431,458)	(31,513,389)
Income tax expense	(52,000)	74,000	60,617
Net loss	(8,417,000)	(3,644,000)	(22,492,075)	(31,513,389)
Deemed dividend - Series A and Series B warrant modification (net of tax)				(418,360)
Net loss attributable to common shareholders	$ (8,417,000)	$ (3,644,000)	$ (22,492,075)	$ (31,095,029)
Net loss per share attributable to common shareholders
Basic	$ (11.69)	$ (30.37)	$ (118.91)	$ (1,394.94)
Diluted	$ (11.69)	$ (30.37)	$ (118.91)	$ (1,394.94)
Weighted average common shares outstanding
Basic	720,000	120,000	189,150	22,291
Diluted	720,000	120,000	189,150	22,291
Nonrelated Party [Member]
Other expenses (income):
Interest expense	$ 9,000		$ 1,227,509
Change in fair value of warrant liability			(1,243,528)	(626,000)
Change in fair value of financial instruments	608,000	140,000
Related Party [Member]
Other expenses (income):
Interest expense	194,000	358,000	1,156,984	3,047,101
Change in fair value of warrant liability			$ (2,300)	$ (572,700)
Change in fair value of financial instruments	$ 22,000	$ 45,000

Summary of Information About Reported Segments (Details) (Parenthetical) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Operating income	$ (5,780,000)	$ (4,907,000)	$ (18,464,980)	$ (13,467,744)
Operating Segments [Member]
Operating income	$ (5,475,000)	$ (4,660,000)	$ (17,314,510)	$ (13,418,786)
Operating Segments [Member] \| Vidello Limited [Member]
Acquisition date			Jan. 31, 2025
Operating income			$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5A

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

+ Details

Stock-Based Compensation (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Nov. 30, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense related to unvested options		$ 203,000	$ 191,000	$ 261,467	$ 212,936
Period for unrecognized compensation expense related to unvested options yet has not been recognized		8 years 10 months 13 days	9 years 3 months	8 years 10 months 13 days	9 years 3 months
Weighted average grant date fair value				$ 12	$ 85
General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense				$ 107,683	$ 130,997
2023 Employee Stock Purchase [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity incentive plan, description						The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan automatically increases on January 1 of each year 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 (as defined in the ESPP) 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.
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]
Equity incentive plan, description						The aggregate number of shares of common stock that may be issued under the EIP automatically increases on January 1 of each year 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 December 31 of the preceding year.
Expiration date						Jan. 01, 2033
Percentage of number of shares of fully diluted common stock						5.00%
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Period for unrecognized compensation expense related to unvested options yet has not been recognized		1 year 8 months 23 days	2 years 3 months	2 years 3 months	1 year 2 months 12 days
Vesting period		4 years		4 years
Percentage of vesting on each anniversary		25.00%		25.00%
Unrecognized compensation cost		$ 1,542,000	$ 191,000	$ 2,342,212	$ 158,032
Restricted Stock Units (RSUs) [Member] \| General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense				$ 2,466,707	$ 1,034,683
Restricted Stock Units (RSUs) [Member] \| Quarterly Vesting [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		1 year		1 year
Percentage of vesting on each anniversary		25.00%		25.00%
Restricted Stock Units (RSUs) [Member] \| First Anniversary Vesting [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		1 year		1 year
Percentage of vesting on each anniversary		100.00%		100.00%
CEO Award [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 104,841	$ 220,000
Stock grants	2,000,000.0
CEO Award [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Specified market capitalization thresholds	15,000,000.0
Stock grants	250,000
CEO Award [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Specified market capitalization thresholds	30,000,000.0
Stock grants	$ 750,000
Location, Statement of Income, Balance [Axis]: us-gaap:GeneralAndAdministrativeExpense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		23,000	22,000
Location, Statement of Income, Balance [Axis]: us-gaap:GeneralAndAdministrativeExpense \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense		$ 1,065,000	$ 315,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Allowance for credit losses	$ 26,000	$ 41,341	$ 24,210
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000	275,000,000
Common stock, shares issued	867,355	527,317	40,976
Common stock, shares outstanding	867,355	527,317	40,976
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, par authorized	75,000,000	75,000,000	75,000,000
Preferred stock, shares issued	1	1	1
Preferred stock, shares outstanding	1	1	1
Common Class A [Member]
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued	855,799	515,761	29,420
Common stock, shares outstanding	855,799	515,761	29,420
Common Class B [Member]
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued	11,556	11,556	11,556
Common stock, shares outstanding	11,556	11,556	11,556

Debt (Details Narrative Three) - USD ($)					1 Months Ended		2 Months Ended	3 Months Ended		12 Months Ended
Debt (Details Narrative Three) - USD ($)	Sep. 24, 2024	Sep. 23, 2024	Sep. 05, 2024	Feb. 05, 2024	Oct. 31, 2024	Sep. 30, 2024	Dec. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2021	Oct. 10, 2022
Debt Instrument [Line Items]
Aggregate principal amount				$ 4,500,000
Loss on extinguishment of debt									$ 4,343,000	$ 4,488,627	$ 680,762
CPBF Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Long-Term Debt, Gross		$ 2,000,000.0
Term Note [Member] \| Loan agreement with cpbf Lending Llc [Member]
Debt Instrument [Line Items]
Interest expense											851,000
Interest expense debt											773,000
Debt related commitement fees and debt issuance costs											$ 79,000
Convertible Debt [Member] \| Loan agreement with cpbf Lending Llc [Member]
Debt Instrument [Line Items]
Effective interest rate percentage											16.00%
Interest expense											$ 350,430
Interest expense debt											325,818
Debt related commitement fees and debt issuance costs											$ 24,612
2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		15.50%
Debt instrument conversion price per share		$ 778.00
Aggregate principal amount		$ 10,800,000					$ 2,840,000			2,840,000
Loss on extinguishment of debt			$ 6,500,000
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%
2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		15.50%
Debt instrument conversion price per share		$ 778.00
Aggregate principal amount		$ 10,758,775
Loss on extinguishment of debt			$ 6,529,402
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%
CPBF 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			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.
Shares issued upon conversion of option, value					$ 216,284		165,461
Proceeds from issuance of private placement	$ 4,600,000
CPBF Lending LLC [Member] \| Term Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate												14.00%
Frequency of periodic interest payment												monthly
Paid in kind interest												1.50%
Effective interest rate percentage											16.00%
CPBF Lending LLC [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Paid in kind interest												15.50%
Debt instrument conversion price per share								$ 50.00				$ 1,336.40
CPBF Lending LLC [Member] \| First Amendment Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount													$ 321,345
CPBF Lending LLC [Member] \| 2024 CP BF Convertible Note [Member]
Debt Instrument [Line Items]
Effective interest rate percentage								15.40%
Interest expense								$ 194		335
CPBF Lending LLC [Member] \| 2024 CP BF Convertible Note [Member] \| Side Letter to the Loan Agreement [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”)
CPBF Lending LLC [Member] \| 2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount							$ 2,840,677			$ 2,840,677
Effective interest rate percentage							15.40%			15.40%
Percentage of capital stock issued	20.00%
Cash proceeds from issuance of convertible notes	$ 3,000,000
CPBF Lending LLC [Member] \| 2024 CPBF Convertible Note [Member] \| Side Letter to the Loan Agreement [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”).
Common Class A [Member] \| Maximum [Member]
Debt Instrument [Line Items]
[custom:WarrantsIssued]		2,828
Common Class A [Member] \| CPBF Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Share issued		1,305
Common Class A [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Percentage of owned, related party			16.00%								16.00%
Share issued			350		278		3,135
Common stock price per share					$ 778.00
Common Class A [Member] \| CPBF Lending LLC [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Common stock price per share							$ 55.00			$ 55.00
Gem Agreement [Member]
Debt Instrument [Line Items]
Shares issuable under the terms of promissory note				10,000
Aggregate principal amount				$ 1,000,000.0
Gem Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Shares issuable under the terms of promissory note				10,000							950

Fees Summary	Jun. 04, 2026 USD ($)
Fees Summary [Line Items]
Total Offering	$ 12,325,957.04
Previously Paid Amount	0.00
Total Fee Amount	1,702.22
Total Offset Amount	0.00
Net Fee	$ 1,702.22
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

Property and Equipment

12 Months Ended

Dec. 31, 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:

Summary of Property and Equipment

	December 31, 2025			December 31, 2024
Computers and equipment	$	12,782		$	34,474
Less: accumulated depreciation		(4,536	)		(30,935	)
Property and equipment, net	$	8,246		$	3,539

Depreciation expense for the year ended December 31, 2025 and 2024 was $4,424 and $2,825 respectively.

- Definition

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/360/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482130/360-10-45-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 5.CC)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480091/360-10-S99-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-SubTopic 360
-Topic 958
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477798/958-360-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-SubTopic 360
-Topic 958
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477798/958-360-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-SubTopic 360
-Topic 958
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477798/958-360-50-7

+ Details

Segment Reporting

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

17. Segment Reporting

The Company has three reportable operating segments, Banzai Operating Co, Inc., OpenReel, and 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 table below presents information about segments for the three months ended March 31, 2026:

Three months ended March 31, 2026
	Banzai Operating			OpenReel		Vidello			Total Consolidated
Revenue	$	1,026		$	1,376	$	294		$	2,696
Cost of revenue		390			64		67			521
Gross profit		636			1,312		227			2,175

Expenses
People		1,944			1,033		119			3,096
Marketing and advertising		369			51		113			533
Technology		180			37		13			230
Other segment expenses¹		184			36		4			224
Total expenses		2,677			1,157		249			4,083
Segment Adjusted EBITDA		(2,041	)		155		(22	)		(1,908	)
Transaction, PubCo. Expenses and Stock-based compensation		3,567			-		-			3,567
Adjusted EBITDA	$	(5,608	)	$	155	$	(22	)	$	(5,475	)

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

The table below presents information about segments for the three months ended March 31, 2025:

	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Three months ended March 31, 2025
	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Revenue	$	1,160		$	1,441	$	778	$	3,379
Cost of revenue		377			74		155		606
Gross profit		783			1,367		623		2,773

Expenses
People		2,204			90		—		2,294
Marketing and advertising		795			39		103		937
Technology		276			519		27		822
Other segment expenses²		369			20		73		462
Total expenses		3,644			668		203		4,515
Segment Adjusted EBITDA		(2,861	)		699		420		(1,742	)
Transaction, PubCo. Expenses and Stock-based compensation		2,616			302		—		2,918
Adjusted EBITDA	$	(5,477	)	$	397	$	420	$	(4,660	)

¹	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions and therefore does not represent activity for the full three month period.

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 March 31, 2026, and 2025 is as follows:

	March 31, 2026			March 31, 2025
EBITDA by segment
Banzai Operating Co.	$	(5,608	)	$	(5,477	)
OpenReel		155			397
Vidello		(22	)		420
Total		(5,475	)		(4,660	)

Reconciliation to loss before income taxes:
Interest income		(3	)		—
Interest expense		9			—
Interest expense – related party		194			358
Depreciation and amortization expense		305			247
Gain on extinguishment of liabilities, net		6			(2,573	)
Loss on Yorkville SEPA advances		28			385
Loss on debt issuance		1,647			274
Changes in fair value of financial instruments		258			344
Other		550			(125	)
Loss before income taxes	$	(8,469	)	$	(3,570	)

Disaggregation of Revenue

The following table presents the Company’s percentage of revenue generated by SaaS product for the three months ended March 31, 2026 and 2025:

Revenue %	2026			2025
	Three Months Ended March 31,
Revenue %	2026			2025
Reach		2.2	%		3.8	%
Demio		34.2	%		91.0	%
OpenReel ¹		45.0	%		5.2	%
Vidello ²		18.6	%		—	%
Total		100.0	%		100.0	%
Percentage of Revenue		100.0	%		100.0	%

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

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

18. Segment Reporting

The table below presents information about segments for the year ended December 31, 2025:

Year ended December 31, 2025
	Banzai Operating			OpenReel			Vidello		Total Consolidated
Revenue	$	4,426,868		$	5,473,389		$	2,261,162	$	12,161,419
Cost of revenue		1,476,701			310,362			401,520		2,188,583
Gross profit		2,950,167			5,163,027			1,859,642		9,972,836

Expenses
People		6,254,527			4,545,813			393,025		11,193,365
Marketing and advertising		2,160,168			155,237			558,059		2,873,464
Technology		926,334			272,926			83,839		1,283,099
Other segment expenses¹		2,223,686			535,823			198,407		2,957,915
Total expenses		11,564,715			5,509,799			1,233,330		18,307,843
Segment Adjusted EBITDA		(8,614,548	)		(346,772	)		626,312		(8,335,007	)
Transaction, PubCo. Expenses and Stock-based compensation		8,819,671			71,320			88,511		8,979,501
Adjusted EBITDA	$	(17,434,219	)	$	(418,092	)	$	537,801	$	(17,314,508	)

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

	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Year ended December 31, 2024
	Banzai Operating			OpenReel		Vidello¹		Total Consolidated
Revenue	$	4,305,429		$	222,450	$	—	$	4,527,879
Cost of revenue		1,407,564			14,978		—		1,422,542
Gross profit		2,897,865			207,472		—		3,105,337

Expenses
People		6,209,488			17,642		—		6,227,130
Marketing and advertising		1,587,085			5,020		—		1,592,105
Technology		861,775			112,429		—		974,204
Other segment expenses²		811,519			6,856		—		818,375
Total expenses		9,469,867			141,947		—		9,611,814
Segment Adjusted EBITDA		(6,572,002	)		65,525		—		(6,506,477	)
Transaction, PubCo. Expenses and Stock-based compensation		6,912,309			—		—		6,912,309
Adjusted EBITDA	$	(13,484,311	)	$	65,525	$	—	$	(13,418,786	)

¹	The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions 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 years ended December 31, 2025, and 2024 is as follows:

	December 31, 2025			December 31, 2024
EBITDA by segment
Banzai Operating Co.	$	(17,434,219	)	$	(13,484,311	)
OpenReel		(418,092	)		65,525
Vidello		537,801			—
Total		(17,314,510	)		(13,418,786	)

Reconciliation to loss before income taxes:
Interest income		(2,955	)		(10	)
Interest expense		-			-
Interest expense – related party		1,156,984			3,047,101
Interest expense		1,156,984			3,047,101
Depreciation and amortization expense		1,150,471			24,179
Loss on conversion of liabilities		-			11,338,284
Gain on extinguishment of liabilities, net		(2,085,895	)		390,801
Gain on release of Vidello revenue holdback		(973,000	)		-
Vidello earnout expense		485,720			-
Failed acquisition costs		1,382,002			-
Loss on Yorkville SEPA advances		974,079			-
GEM settlement fee expense		-			200,000
Yorkville prepayment premium expense		-			80,760
Loss on debt issuance		5,580,835			653,208
Changes in fair value of financial instruments		(3,052,229	)		(478,288	)
Goodwill impairment		-			2,725,460
Other		(726,572	)		113,108
Loss before income taxes	$	(21,203,950	)	$	(31,513,389	)

Disaggregation of Revenue

The following table presents the Company’s percentage of revenue generated by SaaS product for the years ended December 31, 2025 and 2024:

Revenue %	2025			2024
	Year Ended December 31,
Revenue %	2025			2024
Reach		2.2	%		3.8	%
Demio		34.2	%		91.0	%
OpenReel ¹		45.0	%		5.2	%
Vidello ²		18.6	%		—	%
Total		100.0	%		100.0	%
Percentage		100.0	%		100.0	%

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

- Definition

The entire disclosure for segment reporting.

+ References

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

Goodwill and Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Intangible Asset, Goodwill and Other [Abstract]

Goodwill and Intangible Assets, Net

9. Goodwill and Intangible Assets, Net

The following is a summary of goodwill by reportable segment as of and for the three months ended March 31, 2026:

	Banzai Operating Co.		Vidello		OpenReel		Consolidated
Goodwill – December 31, 2025	$	2,172	$	3,019	$	16,801	$	21,992
Goodwill – March 31, 2026	$	2,172	$	3,019	$	16,801	$	21,992

Intangible Assets

Intangible assets subject to amortization consist of the following:

	Estimated Useful Life (years):	March 31, 2026
Customer relationships	6 - 7	$	1,140
Trade name	10 - 15		1,637
Technology	6 - 8		6,425
Intangible assets, gross			9,202
Less: Accumulated amortization			(1,465	)
Intangible assets, net		$	7,737

Total amortization expense related to intangible assets was $304 for the three months ended March 31, 2026. Expected amortization expense is as follows:


Remainder of 2026	$	911
2027		1,215
Year 1		1,215
2028		1,215
Year 2		1,215
2029		1,215
Year 3		1,215
2030		1,206
Year 4		1,206
Year 5
Thereafter		1,975
Total	$	7,737

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

10. Goodwill and Intangible Assets, Net

The following is a summary of goodwill by reportable segment as of and for the year ended December 31, 2025:

Summary of Goodwill

	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 – December 31, 2025	$	2,171,526	$	3,019,246	$	16,800,949	$	21,991,721

Intangible Assets

Intangible assets subject to amortization consist of the following:

	Estimated Useful Life (years):	December 31, 2025
Customer relationships	6 - 7	$	1,139,710
Trade name	10 - 15		1,637,100
Technology	6 - 8		6,425,010
Intangible assets, gross			9,201,820
Less: Accumulated amortization			(1,174,429	)
Intangible assets, net		$	8,027,391

Total amortization expense related to intangible assets was $1,146,066 for the year ended December 31, 2025. Expected amortization expense is as follows:


2026	$	1,214,920
2027		1,214,920
2028		1,214,920
2029		1,214,920
2030		1,205,547
Thereafter		1,962,162
Total	$	8,027,391

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

Reverse Stock Split

On April 28, 2026, 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 “Reverse Stock Split”) of the Company’s outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-20 effective on May 8, 2026.

No cash or fractional shares were issued in connection with the Reverse Stock Split, and instead the Company rounded up to the next whole share in lieu of issuing 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 and Class B 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.

Exchange Agreements

Subsequent to March 31, 2026, on April 15, 2026, April 29, 2026 and May 8, 2026, the Company entered into exchange agreements with Agile on substantially similar terms as the Agile Exchange Agreement pursuant to which the Company issued an aggregate of approximately 74,948 shares of its Class A Common Stock at conversion prices per share of $5.82 and $12.40, respectively, in exchange for aggregate reductions of approximately $540 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $639.

Vesting of Employee Awards

On April 2, 2026 the Company modified the terms of the CEO Award and issued 22,300 shares of Class B Common Stock to the Company’s CEO, of which, approximately 14,867 shares relate to a tranche of the CEO Award vesting upon achieving a market capitalization threshold, and the remaining 7,433 shares relate to the CEO’s 2025 bonus payment. See Note 15 – Stock-Based Compensation.

Yorkville Advanced Notice Settlements and Conversions

Between April 24, 2026 and May 6, 2026, the Company issued Advance Notices to Yorkville pursuant to the SEPA in which the Company requested the purchase of approximately 155,000 shares of the Company’s Class A Common Stock at an aggregate gross value of approximately $896, and net proceeds of approximately $368 were applied against the outstanding Yorkville Convertible Notes.

CP BF Letter Agreement

The Conversion Price of CP BF Convertible Note was proportionately adjusted to reflect the Reverse Stock Split effective at the close of business on May 8, 2026, pursuant to Section 2.3(a)(i) of the Note. On May 15, 2026, the Company, the Guarantors and CP BF entered into a letter agreement (the “Floor Price Amendment”), further amending the Loan Agreement and the Note. Pursuant to the Floor Price Amendment, the Floor Price applicable to the Conversion Price under the Note was reduced from $50.00 (as adjusted for the Reverse Stock Split) to $4.50 (on a post-Reverse Stock Split basis). For the avoidance of doubt, the Conversion Price remains equal to 95% of the price of the Class A Common Stock on the Trading Day immediately preceding delivery of any Conversion Notice, subject to the Floor Price as amended by the Floor Price Amendment.

1800 Diagonal Issuance

On May 4, 2026, the Company issued the thirteenth promissory note for an aggregate principal amount of approximately $206 and received net proceeds of approximately $150, after discount and transaction fees. The note has a maturity date of January 30, 2027, and bears interest at 14%.

Venture Issuance and Payoff

On March 31, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $487 and on April 8, 2026 received net proceeds of approximately $333, after discount and transaction fees. The note has a maturity date of August 18, 2026, and bears interest at 198.5% per annum. The Company paid off this note on May 6, 2026.

TVT Capital Issuance

On April 28, 2026, the Company executed a promissory note for an aggregate principal amount of approximately $834 and received net proceeds of approximately $579, after discount and transaction fees. The note has a maturity date of January 5, 2027, and bears interest at 106.71% per annum.

Common Stock Issuances

3i, LP Conversions

Between April 2, 2026 and May 12, 2026, the Buyer exercised its contractual conversion option multiple times under the February 3i Note and received an aggregate of approximately 145 thousand shares of Class A Common Stock at conversion prices per share ranging from $5.08 to $15.39 in satisfaction of approximately $1.2 million of the Company’s obligations under the respective Notes.

1800 Diagonal Conversions

Between May 5, 2026 and May 11, 2026, the Lender exercised its contractual conversion option multiple times under the November 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 36 thousand shares of Class A Common Stock at conversion prices ranging from $3.303 to $4.520 in satisfaction of approximately $136 thousand of the Company’s obligations under the respective Notes.

19. Subsequent Events

Exchange Agreements

Subsequent to December 31, 2025, on January 27, 2026, February 9, 2026, February 25, 2026, and March 30, 2026, the Company entered into exchange agreements with Agile pursuant to which the Company issued an aggregate of approximately 29,306 shares of its Class A Common Stock in exchange for aggregate reductions of approximately $660,000 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $1.3 million.

Vesting of Employee Awards

On March 31, 2026, approximately 34,200 RSUs granted to employees vested into shares of Class A Common Stock. In addition, the Company will issue 18,845 shares of Class B Common Stock to the Company’s CEO, of which, approximately 12,563 shares relate to a tranche of the CEO Award vesting upon achieving a market capitalization threshold, and the remaining 6,282 shares relate to the CEO’s 2025 bonus payment. See Note 16, Stock-Based Compensation.

Yorkville Advanced Notice Settlements and Conversions

Between January 1, 2026 and March 31, 2026, the Company issued Advance Notices to Yorkville pursuant to the SEPA in which the Company requested the purchase of approximately 31,750 shares of the Company’s Class A Common Stock at an aggregate gross value of approximately $700 thousand, and net proceeds of approximately $670 thousand were applied against the outstanding Yorkville Convertible Notes.

Private Placement Offering (3i, LP)

On February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “February Closing”). The Company issued an additional note in the original principal amount of $2,333,333, with an initial conversion price equal to $22.20 per share and issuance date of February 13, 2026 (the “February 3i Note,” together with the August Note, the October Note, and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase up to 21,021 shares of Common Stock, at an initial exercise price equal to $50.00 per share (the “February Warrants,” together with the August Warrant, the October Warrants, August Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the February Closing. The February Note matures on February 13, 2027. Other than the maturity date of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those issued on the August Closing, the October Closing and the Initial Closing Date. Upon the issuance of the February Note, the Company received proceeds of approximately $1.6 million, net of original issue discount and issuance fees and costs.

The February Note was issued with an original issue discount of 10.0% (the “OID”), as were the other Notes issued on the August Closing, the October 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 $5.08.

1800 Diagonal Issuance

On January 12, 2026 and March 17, 2026, the Company issued the eleventh and twelfth promissory notes (the “January 1800 Diagonal Note and “March 1800 Diagonal Note,” respectively) for an aggregate principal amount of approximately $296 thousand and $180 thousand, respectively, and received net proceeds of approximately $250 thousand and $157 thousand, respectively, after discount and transaction fees. The notes have maturity dates of October 15, 2026 and December 15, 2026, respectively and bear interest at 14% per annum.

Common Stock Issuances

3i, LP Conversions

Between January 1, 2026 and March 31, 2026, the Buyer exercised its contractual conversion option multiple times under the August 3i Note, the October 3i Note, and the February 3i Note and received an aggregate of approximately 144 thousand shares of Class A Common Stock at conversion prices per share ranging from $16.60 to $22.00 in satisfaction of approximately $2.7 million of the Company’s obligations under the respective Notes.

1800 Diagonal Conversions

Between January 1, 2026 and March 31, 2026, the Lender exercised its contractual conversion option multiple times under the July 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 24 thousand shares of Class A Common Stock at conversion prices ranging from $16.50 to $18.60 in satisfaction of approximately $392 thousand of the Company’s obligations under the respective Notes.

At the Market Offering

Subsequent to December 31, 2025, the Company issued approximately 107 thousand shares under the ATM Agreement for net proceeds of approximately $2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $1.5 million as of March 31, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.

Transaction Announcement

On March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. (“ConnectAndSell”), an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. The acquisition is expected to increase Banzai’s annual revenue by approximately $15 million. The two companies have executed a non-binding letter of intent, and the final transaction is expected to close in early second quarter 2026, subject to execution of a definitive agreement and closing conditions.

Summary of Company's Percentage of Revenue Generated by Saas Product (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Customer, Extent of Reliance [Line Items]
Percentage of Revenue	100.00%	100.00%	100.00%	100.00%
Reach [Member]
Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Customer, Extent of Reliance [Line Items]
Percentage of Revenue	2.20%	3.80%	2.20%	3.80%
Demio [Member]
Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Customer, Extent of Reliance [Line Items]
Percentage of Revenue	34.20%	91.00%	34.20%	91.00%
Open Reel [Member]
Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Customer, Extent of Reliance [Line Items]
Percentage of Revenue	45.00%	5.20%	45.00%	5.20%
Vidello Limited [Member]
Segment Reporting, Entity-Wide Information Not Provided as Part of Reportable Segment, Customer, Extent of Reliance [Line Items]
Percentage of Revenue	18.60%

- Definition

+ References + Details

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash	$ 137,000	$ 259,205	$ 1,087,497
Accounts receivable, net of allowance for credit losses of $41,341 and $24,210, respectively	668,000	709,203	936,321
Prepaid expenses and other current assets	855,000	445,089	643,674
Total current assets	1,660,000	1,413,497	2,667,492
Property and equipment, net		8,246	3,539
Intangible assets, net	7,737,000	8,027,391	3,883,853
Goodwill	21,992,000	21,991,721	18,972,475
Operating lease right-of-use assets	49,000	55,871	72,565
Deferred offering costs	32,000	121,788
Other assets	4,000	4,000	11,154
Total assets	31,474,000	31,631,000
Current liabilities:
Accounts payable	2,971,000	2,494,451	7,782,746
Accrued expenses and other current liabilities	4,068,000	4,353,943	3,891,018
Convertible notes, carried at fair value	1,890,000	1,856,000
Notes payable, carried at fair value	2,258,000	2,591,310	3,575,000
Private placement warrant liability	1,250,000	295,603
Financial instruments – related party	13,000
Earnout liability	500,000	990,673	14,850
Due to related party			167,118
Deferred revenue	3,547,000	3,642,000
Operating lease liabilities, current	30,000	22,823	22,731
Total current liabilities	22,215,000	22,370,000
Deferred revenue, non-current	117,000	93,726	117,643
Deferred tax liability	1,026,000	1,078,055	10,115
Operating lease liabilities, non-current	19,000	33,922	49,974
Total liabilities	23,377,000	23,576,000
Commitments and contingencies (Note 15)
Stockholders’ equity (deficit):
Common stock value
Preferred stock, value
Additional paid-in capital	117,346,000	108,912,113	75,515,907
Accumulated other comprehensive (loss) income	(60,000)	(85,377)
Accumulated deficit	(109,189,000)	(100,772,000)
Stockholders’ equity	8,097,000	8,055,000	(2,764,000)
Total liabilities and stockholders’ equity	31,474,000	31,631,000
Total assets		31,631,514	25,674,078
Deferred revenue		3,642,527	3,934,627
Total current liabilities		22,370,810	28,260,148
Total liabilities		23,576,513	28,437,880
Common stock		53	4
Accumulated deficit		(100,771,787)	(78,279,713)
Stockholders’ equity (deficit)		8,055,001	(2,763,802)
Total liabilities and stockholders’ equity (deficit)		31,631,514	25,674,078
Related Party [Member]
Current assets:
Bifurcated embedded derivative asset – related party		9,000	63,000
Current liabilities:
Convertible notes	5,117,000	4,922,601	8,639,701
Warrant liability
Stockholders’ equity (deficit):
Warrant liability			2,300
Yorkville [Member]
Current liabilities:
Convertible notes	571,000	1,200,000
Stockholders’ equity (deficit):
Convertible notes (Yorkville)		1,200,501
Nonrelated Party [Member]
Current liabilities:
Convertible notes			215,057
Warrant liability
Stockholders’ equity (deficit):
Warrant liability		$ 378	$ 15,000

Debt (Details Narrative Five) - USD ($)									2 Months Ended	3 Months Ended		12 Months Ended
Debt (Details Narrative Five) - USD ($)	Mar. 30, 2026	Dec. 15, 2025	Jun. 12, 2025	Mar. 31, 2025	Dec. 15, 2024	Dec. 12, 2024	Sep. 13, 2024	Jul. 22, 2024	Mar. 27, 2026	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Jan. 27, 2026	Dec. 11, 2025	Jun. 30, 2025	Feb. 05, 2024
Debt Instrument [Line Items]
Debt instrument face amount																	$ 4,500,000
Gain (loss) on extinguishment of liability											$ 4,343,000	$ 4,488,627	$ 680,762
Gain on extinguishment of liability											(4,343,000)	$ (4,488,627)	$ (680,762)
March Agile Note [Member]
Debt Instrument [Line Items]
Outstanding principal balance		$ 1,839,432							$ 1,179,000
March Agile Note [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Aggregate share issued		11,640							29,306
Aggregate reductions of in outstanding balance debt		$ 284,000							$ 660,000
Debt instrument conversion price per share									$ 23.04					$ 21.40
Agile Term Notes [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Interest expense										$ 0	450,000
July Agile Note [Member]
Debt Instrument [Line Items]
arly prepayment of remaining outstanding balances						$ 319,500
September Agile Note [Member]
Debt Instrument [Line Items]
arly prepayment of remaining outstanding balances						178,063
Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount						2,400,000	$ 262,500
Administrative agent fees						$ 120,000	$ 12,500
Maturity date						Jul. 10, 2025	Mar. 03, 2025
Interest rate						44.00%	44.00%
Subordinated Secured Promissory Note [Member] \| March Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 4,000,000							$ 4,000,000
Maturity date											Nov. 12, 2025
Interest rate				44.00%							44.00%					44.00%
Gain (loss) on extinguishment of liability		632,837			$ (633,000)
Repayments of debt											$ 1,755,895
Remaining principal and accrued and unpaid interest															$ 1,495,375
Outstanding principal balance															2,123,432
Gain on extinguishment of liability		$ (632,837)			$ 633,000
Subordinated Secured Promissory Note [Member] \| June Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 262,500
Administrative agent fees			$ 12,500													$ 200,000
Maturity date			Dec. 15, 2025
Interest rate			48.00%
Gain (loss) on extinguishment of liability											1,769,895
Gain on extinguishment of liability											(1,769,895)
Subordinated Secured Promissory Note [Member] \| March Two Thousand Twenty Six Agile Note [Member]
Debt Instrument [Line Items]
Interest rate	44.00%
Subordinated Secured Promissory Note [Member] \| Agile Term Notes [Member]
Debt Instrument [Line Items]
Interest rate										5.00%
December Agile Note [Member]
Debt Instrument [Line Items]
Gain (loss) on extinguishment of liability						$ 1,071,563
Gain on extinguishment of liability						(1,071,563)
March Agile Note [Member]
Debt Instrument [Line Items]
Gain (loss) on extinguishment of liability											1,770,000
Gain on extinguishment of liability											(1,770,000)
Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount						2,400,000	$ 263,000	$ 788,000
Proceeds from debt						1,782,000	250,000	750,000
Administrative agent fees						$ 120,000	$ 13,000	$ 38,000
Maturity date							Mar. 03, 2025	Feb. 05, 2025
Debt instrument, interest rate							48.00%	42.00%
Subordinated Secured Promissory Note [Member] \| March Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount				$ 4,000,000							4,000,000
Proceeds from debt				2,044,000
Administrative agent fees				$ 200,000							$ 200,000
Maturity date				Nov. 12, 2025
Repayments of debt				$ 1,756,000
Remaining principal and accrued and unpaid interest															1,495,000
Outstanding principal balance															$ 2,123,000
Subordinated Secured Promissory Note [Member] \| June Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 263,000
Proceeds from debt			250,000
Administrative agent fees			$ 13,000
Maturity date			Dec. 15, 2025
Subordinated Secured Promissory Note [Member] \| March Two Thousand Twenty Six Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount	$ 90,000
Proceeds from debt	85,000
Administrative agent fees	$ 5,000
Maturity date	Oct. 27, 2026

Warrant Liabilities (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
Warrant Liabilities (Details Narrative) - USD ($)	Dec. 15, 2023	Mar. 31, 2026	Dec. 31, 2025
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants exercise price description		$ 115,000.00	$ 115,000.00
Contractual term		60 days	60 days
Warrants 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 $100.00 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 $180,000.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “—Warrants—Public Stockholder Warrants—Anti-dilution Adjustments” in the Resale Registration Statement) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.	Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants
Gem Agreement [Member] \| Gem Warrant [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants exercise price	$ 64,900.00
[custom:WarrantsPurchased-0]	83
[custom:ClassOfWarrantOrRightStrikePrice]	$ 366.00
Warrants excess, percentage	9.99%
[custom:ChangeInValueOfWarrants]	$ 15,000
Public Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants outstanding		1,150	1,150
Warrants exercise price		$ 115,000.00	$ 115,000.00
Warrant expiration period		5 years
Redemption trigger price			$ 180,000.00
Warrants exercise price			$ 115,000.00
Public Warrants [Member] \| Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 18.00 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Redemption trigger price		$ 180,000.00
Public Warrants [Member] \| Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds 8.00 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants exercise price			$ 100.00
Redemption trigger price			$ 180,000.00
Public Warrants [Member] \| Common Class A [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants exercisable		0	0
Redemption trigger price		$ 180,000.00
Fractional shares issued upon exercise of common stock		0	0

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Class of Warrant or Right [Line Items]

Schedule of Fair Value on Recurring Basis

Description	Level		March 31, 2026		December 31, 2025
Assets:
Bifurcated embedded derivative asset – related party		3	$	—	$	9
Definite-lived intangibles		3		7,737		8,027
Goodwill		3		21,992		21,992
Liabilities:
Warrant liabilities – public		1		—		—
GEM warrant liabilities		3		—		—
Earnout liability (Note 4)		3		500		991
Yorkville convertible note		3		571		1,200
Agile term notes		3		1,299		1,728
1800 Diagonal convertible notes		3		836		747
Private Placement Convertible Notes		3		1,890		1,856
Private Placement Warrants		3		1,250		296
Bifurcated embedded derivative liability – related party		3		13		9
Boot Capital note		3		123		116

Description	Level	2025		2024
		As of December 31,
Description	Level	2025		2024
Assets:
Bifurcated embedded derivative asset – related party	3	$	9,000	$	63,000
Definite-lived intangibles	3		8,027,391		3,883,853
Goodwill	3		21,991,721		18,972,475
Liabilities:
Warrant liabilities – public	1		—		2,300
GEM warrant liabilities	3		378		15,000
Earnout liability (Note 4)	3		990,673		—
Yorkville convertible note	3		1,200,501		—
Agile term notes	3		1,728,487		3,143,000
1800 Diagonal convertible notes	3		746,987		432,000
Private Placement Convertible Notes	3		1,856,000		—
Private Placement Warrants	3		295,603		—
Boot Capital note	3		115,836		—

Summary of Changes in Fair Value of Yorkville Convertible Note

	Yorkville Convertible Note
Balance at December 31, 2025	$	1,200
Repayment in cash of Yorkville convertible notes		(647	)
Change in fair value		18
Balance at March 31, 2026	$	571

	Yorkville Convertible Note
Balance at December 31, 2024	$	—
Issuance of Yorkville convertible note		4,950,000
Loss on debt issuance		444,000
Payment in shares to settle Yorkville convertible notes		—
Repayment in cash of Yorkville convertible notes		(4,514,664	)
Conversions		—
Change in fair value		321,165
Balance at December 31, 2025	$	1,200,501

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

The following tables summarize the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability for the three months ended March 31, 2026:

Key Inputs	March 31, 2026

Stock price	$	0.95
Contractual term (years)		2.25 - 4.87
Risk-free rate		3.8% - 3.9	%
Volatility⁽¹⁾		113% - 125.3	%
Exercise Price	$	0.66 - $2.50
Dividend yield		0.00	%

Key Inputs	December 31, 2025

Stock price	$	19.40
Contractual term (years)		2.50 - 4.77
Risk-free rate		3.5% - 3.7%
Volatility⁽¹⁾		125	%
Exercise Price		$50.00-$87.20
Dividend yield		0.00	%

Summary of Changes in Fair Value of Private Placement Warrant Liability

	Private Placement Warrants
Balance at December 31, 2025	$	296
Loss on issuance – February Warrant		559
Change in fair value		395
Balance at March 31, 2026	$	1,250

	Private Placement Warrants
Balance at December 31, 2024	$	—
Loss on issuance – June Warrant		361,000
Loss on issuance – August Warrant		356,000
Loss on issuance – October Warrant		807,509
Loss on issuance		807,509
Change in fair value		(1,228,906	)
Balance at December 31, 2025	$	295,603

Cp Bf Convertible Notes [Member]

Class of Warrant or Right [Line Items]

Schedule of Derivate Assets

	Derivative Asset (Liability)
Balance at December 31, 2025 - Bifurcated embedded derivative asset – related party	$	9
Change in fair value		(22	)
Balance at March 31, 2026 - Bifurcated embedded derivative liability – related party	$	(13	)

Schedule of Derivate Assets

	Fair Value
Balance at December 31, 2024	$	63,000
Change in fair value		(54,000	)
Balance at December 31, 2025	$	9,000

Public Warrants [Member]

Class of Warrant or Right [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following table summarizes the changes in the fair value of the Public Warrants liability for the year ended March 31, 2026. See also Note 12 – Warrant Liabilities.

	Public Warrants
Balance at December 31, 2025	$	—
Change in fair value		—
Balance at March 31, 2026	$	—

	Public Warrants
Balance at December 31, 2024	$	2,300
Change in fair value		(2,300	)
Balance at December 31, 2025	$	—

Gem Warrants Liability [Member]

Class of Warrant or Right [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following table summarizes the changes in the fair value of the GEM Warrants liability for the year ended March 31, 2026:

		GEM Warrants
Balance at December 31, 2025	$	-
Change in fair value		—
Balance at March 31, 2026	$	—

	GEM Warrants
Balance at December 31, 2024	$	15,000
Change in fair value		(14,622	)
Balance at December 31, 2025	$	378

Debt (Details Narrative One)																												1 Months Ended			2 Months Ended	3 Months Ended		12 Months Ended
Debt (Details Narrative One)	Dec. 15, 2025 USD ($)	Dec. 03, 2025 USD ($)	Oct. 27, 2025 USD ($) $ / shares shares	Oct. 14, 2025 USD ($) Tradingday $ / shares	Sep. 16, 2025 USD ($) $ / shares	Sep. 12, 2025 USD ($)	Aug. 11, 2025 USD ($) shares	Jul. 23, 2025 USD ($) shares	Jul. 22, 2025 USD ($) shares	Jun. 12, 2025 USD ($)	Apr. 17, 2025 USD ($)	Feb. 07, 2025 USD ($)	Jan. 30, 2025 USD ($)	Dec. 15, 2024 USD ($)	Dec. 12, 2024 USD ($)	Dec. 10, 2024 USD ($)	Sep. 24, 2024 USD ($)	Sep. 23, 2024 USD ($) $ / shares shares	Sep. 20, 2024 USD ($)	Sep. 13, 2024 USD ($)	Sep. 05, 2024 USD ($) shares	Jul. 22, 2024 USD ($)	May 31, 2024 USD ($)	May 22, 2024 USD ($)	Mar. 26, 2024 USD ($)	Feb. 05, 2024 USD ($) shares	Dec. 14, 2023 USD ($) $ / shares	Oct. 31, 2024 USD ($) $ / shares shares	Sep. 30, 2024	Feb. 29, 2024 USD ($)	Dec. 31, 2025 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) Tradingday $ / shares	Mar. 31, 2025 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares shares	Mar. 27, 2026 $ / shares	Jan. 27, 2026 $ / shares	Jun. 30, 2025 USD ($)	Feb. 14, 2024 $ / shares	Jan. 31, 2024 $ / shares	Oct. 10, 2022 USD ($)	Dec. 31, 2021 $ / shares
Debt Instrument [Line Items]
Common stock, value, issued
Principal amount																										$ 4,500,000
Aggregate principal amount																										4,500,000
Repayments of Convertible Debt																																$ 647,000	$ 1,877,000	$ 4,514,664	$ 750,000
Common Stock, Par or Stated Value Per Share \| $ / shares																															$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Gain (loss) on extinguishment of liability																																	$ 4,343,000	$ 4,488,627	$ 680,762
2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Principal amount																		$ 10,758,775
Interest rate																		15.50%
Maturity date																		Feb. 19, 2027
Debt instrument conversion price per share \| $ / shares																		$ 778.00
Gain (loss) on extinguishment of liability																					$ 6,529,402
Debt instrument, increase in interest rate of an event of default																		20.00%
Exit fee, percentage																		1.00%
Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Outstanding fees															$ 120,000					$ 12,500
Principal amount															$ 2,400,000					$ 262,500
Interest rate															44.00%					44.00%
Maturity date															Jul. 10, 2025					Mar. 03, 2025
Proceeds from debt															$ 1,782,438					$ 250,000
Default interest rate																															5.00%			5.00%
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]
Gain (loss) on extinguishment of liability															$ 1,071,563
Agile Notes [Member]
Debt Instrument [Line Items]
Interest expense																																		$ 2,727,280	$ 100,095
September 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Principal amount						$ 151,800											$ 124,200
Interest rate						14.00%											12.00%
Maturity date						Jun. 15, 2026											Jul. 30, 2025
Proceeds from 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
December 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Principal amount		$ 94,000														$ 124,200
Interest rate		14.00%														12.00%
Maturity date		Aug. 30, 2026														Oct. 15, 2025
Proceeds from debt		$ 75,000														$ 100,000
Original issue discount		12,000														16,200
Debt instrument unamortized debt issuance costs incurred during the period		7,000														$ 8,000
February 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Principal amount												$ 124,200
Interest rate												12.00%
Maturity date												Dec. 15, 2025
Proceeds from debt												$ 100,000
Original issue discount												16,200
Debt instrument unamortized debt issuance costs incurred during the period												8,000
April 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Principal amount											$ 230,000
Interest rate											12.00%
Maturity date											Feb. 15, 2026
Conversion of Stock, Amount Issued			$ 265,100
Proceeds from debt											$ 192,000
Original issue discount											30,000
Debt instrument unamortized debt issuance costs incurred during the period											$ 8,000
Boot Capital [Member]
Debt Instrument [Line Items]
Principal amount		$ 115,000
Interest rate		14.00%
Maturity date		Aug. 30, 2026
Debt instrument, convertible, terms of conversion feature																																The Boot Capital Note becomes 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 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 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 Boot Capital Note becomes 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 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 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.
Thresold trading days \| Tradingday																																10
Proceeds from debt		$ 100,000
Original issue discount		$ 15,000
CPBF 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			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.
Conversion of Stock, Amount Issued																												$ 216,284			$ 165,461
Debt Conversion, Original Debt, Amount																		$ 2,000,000
[custom:ExercisePriceDescription]																		The CP BF Warrant can be exercised at an initial exercise price of $
Proceeds from issuance of private placement																	4,600,000
CPBF Lending LLC [Member] \| Term Note [Member]
Debt Instrument [Line Items]
Interest rate																																										14.00%
Paid in kind interest																																										1.50%
Debt instrument, interest rate																																			16.00%
CPBF Lending LLC [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share \| $ / shares																																$ 50.00										$ 1,336.40
Paid in kind interest																																										15.50%
CPBF Lending LLC [Member] \| First Amendment Convertible Note [Member]
Debt Instrument [Line Items]
Principal amount																																									$ 321,345
CPBF Lending LLC [Member] \| Medium-Term Note [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate																																			16.00%
CPBF Lending LLC [Member] \| 2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Principal amount																															$ 2,840,677			$ 2,840,677
Proceeds from issuance of debt																	$ 3,000,000
Debt instrument, interest rate																															15.40%			15.40%
Percentage of capital stock issued																	20.00%
Lending [Member] \| 2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Interest expense																																		$ 1,177,033	$ 368,525
Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Redemption Premium													$ 140,000
Debt Instrument, Annual Principal Payment													3,640,000
Debt Instrument, Issued, Principal													$ 3,500,000
September 2025 Yorkville Note [Member]
Debt Instrument [Line Items]
Principal amount					$ 2,000,000
Repayments of long-term debt					$ 1,000,000
Debt instrument, interest rate, stated percentage					18.00%
Proceeds from issuance of debt					$ 890,000
Interest rate					50.00%
Debt instrument, interest rate, original issue percentage					10.00%
Debt instrument payment rate percentage					50.00%
Maturity date					Mar. 16, 2026
Repayments of Convertible Debt					$ 500,000
Convertible promissory note, payment premium percentage					4.00%
Investment Interest Rate					6.00%
Common Stock, Par or Stated Value Per Share \| $ / shares					$ 0.0001
Debt instrument conversion price per share \| $ / shares					$ 50.00
Minimum redemption notice period					10 days
Loan agreement with cpbf Lending Llc [Member] \| Term Note [Member]
Debt Instrument [Line Items]
Interest expense																																			851,000
Interest expense debt																																			773,000
Interest expense debt																																			$ 79,000
Loan agreement with cpbf Lending Llc [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate																																			16.00%
Interest expense																																			$ 350,430
Interest expense debt																																			325,818
Interest expense debt																																			24,612
Loan agreement with cpbf Lending Llc [Member] \| Medium-Term Note [Member]
Debt Instrument [Line Items]
Interest expense																																			851,175
Interest expense debt																																			772,550
Interest expense debt																																			$ 78,625
March Agile Note [Member] \| Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount																																	4,000,000
Repayment of debt																																	$ 1,755,895
Interest rate																																	44.00%					44.00%
Maturity date																																	Nov. 12, 2025
Gain (loss) on extinguishment of liability	$ 632,837													$ (633,000)
Proceeds from debt																																	$ 2,044,105
June Agile Note [Member] \| Subordinated Secured Promissory Note [Member]
Debt Instrument [Line Items]
Outstanding fees										$ 12,500																												$ 200,000
Principal amount										$ 262,500
Interest rate										48.00%
Maturity date										Dec. 15, 2025
Gain (loss) on extinguishment of liability																																	1,769,895
Proceeds from debt										$ 250,000
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage																											18.00%
Interest rate																											0.00%
Maturity date																											Jan. 17, 2025
Standby Equity Purchase Agreement [Member] \| Yorkville Advisors Global, LP [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Repayments of Convertible Debt																											$ 1,000,000
Common Stock [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues \| shares																																			950
Common Stock [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued \| shares																		1,305
Warrant [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued \| shares																		2,828
Prefunded Warrants [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued \| shares																		1,524
Common Class A [Member] \| September 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Fair Value Disclosure								$ 17,000
Conversion of Stock, Shares Converted \| shares								352
Conversion of Stock, Amount Issued								$ 17,388
Common Class A [Member] \| December 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Fair Value Disclosure									$ 58,000
Conversion of Stock, Shares Converted \| shares									999
Conversion of Stock, Amount Issued									$ 52,164
Common Class A [Member] \| February 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Fair Value Disclosure							$ 80,700
Conversion of Stock, Shares Converted \| shares							1,639
Conversion of Stock, Amount Issued							$ 69,552					$ 70,000
Common Class A [Member] \| April 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues \| shares			7,015
Common Class A [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Percentage of owned, related party																					16.00%														16.00%
Stock Issued During Period, Shares, New Issues \| shares																					350							278			3,135
Stock Issued During Period, Shares, Other \| shares																												5,560
Shares Issued, Price Per Share \| $ / shares																												$ 778.00
Common Class A [Member] \| March Agile Note [Member]
Debt Instrument [Line Items]
Debt instrument conversion price per share \| $ / shares																																				$ 23.04	$ 21.40
Common Class B [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Stock Issued During Period, Shares, New Issues \| shares																		11,556
Amended Debt Repayment Agreement [Member]
Debt Instrument [Line Items]
Principal amount																								$ 750,000
Repayment of debt																								75,000
Aggregate principal amount																							$ 750,000	750,000
Proceeds from issuance of debt																								75,000
Debt Instrument, Unamortized Premium																								110,040
Redemption Premium																								75,000
Debt Instrument, Fair Value Disclosure																								115,800
Repayments of Convertible Debt																								750,000
Amended Debt Repayment Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Principal amount																							110,000
Proceeds from issuance of debt																							75,000
Redemption Premium																							75,000	$ 75,000
Debt Instrument, Fair Value Disclosure																							$ 116,000
Floor Price Reduction Agreement [Member]
Debt Instrument [Line Items]
Repayment of debt																			$ 700,000
Interest rate																			0.00%
Yorkville Standby Equity Purchase Agreement [Member]
Debt Instrument [Line Items]
Principal amount																									$ 1,500,000	1,000,000
Proceeds from issuance of debt																									$ 1,250,000	900,000
[custom:MaximumFloorPrice-0] \| $ / shares																											$ 20,000.00													$ 400.00
[custom:FloorPrice-0] \| $ / shares																																							$ 58.80	$ 58.80
Yorkville Standby Equity Purchase Agreement [Member] \| March Yorkville Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount																																			$ 750
Yorkville Standby Equity Purchase Agreement [Member] \| Yorkville Promissory Notes [Member]
Debt Instrument [Line Items]
Principal amount																																			$ 1,000,000.0
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares																											0.0001
Gain (loss) on extinguishment of liability																																$ 14,000
Shares Issued, Price Per Share \| $ / shares																											5,000
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class A [Member] \| March Yorkville Promissory Note [Member]
Debt Instrument [Line Items]
Conversion of Stock, Shares Converted \| shares																																			750
Yorkville Standby Equity Purchase Agreement [Member] \| Common Class B [Member]
Debt Instrument [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares																											$ 0.0001
Side Letter to the Loan Agreement [Member] \| CPBF Lending LLC [Member] \| 2024 CPBF Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, convertible, terms of conversion feature																													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”).
CP BF Letter Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 2,000,000
Minimum redemption notice period				60 days
Debt instrument, convertible, terms of conversion feature				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 $50.00. 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.																												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 $50.00. The CP BF Letter Agreement
Net proceeds from issuance of shares				$ 10,000,000
Percentage of converted shares register in SEC				100.00%
Thresold trading days \| Tradingday				60
CP BF Letter Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
[custom:FloorPrice-0] \| $ / shares				$ 0.00
Percentage of conversion price				120.00%
Percentage of aggregate daily trading volume limit to sell or convert amount of shares				5.00%
Subordinated Business Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Principal amount																						$ 787,500
Debt instrument, interest rate																						42.00%
Proceeds from debt																						$ 750,000
Agent fees																						$ 37,500
Gem Agreement [Member]
Debt Instrument [Line Items]
Cash agreed to pay																										1,200,000
Principal amount																										1,000,000.0
Debt instrument, periodic payment																										$ 100,000
Repayments of long-term debt																														$ 1,200,000
Shares issuable under the terms of promissory note \| shares																										10,000
Gem Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Convertible debenture																															$ 215,057		$ 215	$ 215,057
Shares issuable under the terms of promissory note \| shares																										10,000									950
Gem Agreement [Member] \| Gem Term Sheet [Member]
Debt Instrument [Line Items]
Convertible debenture																											$ 2,000,000.0
Convertible debenture maturity period																											5 years
Coupon rate																											0.00%
Outstanding fees																											$ 2,000,000.0
Gem Agreement [Member] \| Gem Term Sheet [Member] \| Common Class A [Member] \| Gem Warrant [Member]
Debt Instrument [Line Items]
Percentage of right to convert warrant to common shares																											3.00%
Maximum [Member] \| Common Class A [Member] \| April 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Shares Issued, Price Per Share \| $ / shares			$ 41.20
Maximum [Member] \| Common Class A [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Shares Issued, Price Per Share \| $ / shares																															$ 55.00			$ 55.00
Maximum [Member] \| Gem Agreement [Member] \| Share Purchase Agreement [Member]
Debt Instrument [Line Items]
Common stock, value, issued																											$ 100,000,000
Minimum [Member] \| Common Class A [Member] \| April 1800 Diagonal Note [Member]
Debt Instrument [Line Items]
Shares Issued, Price Per Share \| $ / shares			$ 33.80
Minimum [Member] \| Common Class A [Member] \| CPBF Lending LLC [Member]
Debt Instrument [Line Items]
Shares Issued, Price Per Share \| $ / shares																															$ 54.20			$ 54.20
Conversion of Stock, Amount Issued																															$ 165,000
Minimum [Member] \| CP BF Letter Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, periodic payment				$ 2,000,000
Minimum [Member] \| CP BF Letter Agreement [Member] \| Common Class A [Member]
Debt Instrument [Line Items]
Percentage of conversion price				95.00%

Summary of Changes in Total Deferred Revenue (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Restructuring Cost and Reserve [Line Items]
Total deferred revenue, beginning of period	$ 3,736,253	$ 4,052,270	$ 1,214,096
Billings	2,624,000	9,487,029	4,362,730
Revenue recognized (prior year deferred revenue)	(1,658,000)	(3,867,853)	(1,214,096)
Revenue recognized (current year deferred revenue)	(1,038,000)	(6,383,159)	(3,091,333)
Total deferred revenue, end of period	3,664,000	3,736,253	4,052,270
Vidello Limited [Member]
Restructuring Cost and Reserve [Line Items]
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)		447,966
Open Reel [Member]
Restructuring Cost and Reserve [Line Items]
Acquired deferred revenue of Vidello (see Note 4 – Acquisitions)			$ 2,780,873

- 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

Schedule of 2024 CP BF Convertible Note (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025	Dec. 31, 2024
Short-Term Debt [Line Items]
Face value of the CP BF convertible notes	$ 8,759,000	$ 8,759,000
Debt premium, net
Carrying value of the CP BF convertible notes	8,759,000	8,759,000
Accrued interest	1,752,000	1,558,000
Prepayments made	(5,012,000)	(5,012,000)
Conversions	(382,000)	(382,000)
Total CP BF convertible notes and accrued interest	$ 5,117,000	4,923,000
2024 CPBF Convertible Note [Member]
Short-Term Debt [Line Items]
Face value of the CP BF convertible notes		8,758,775	$ 8,758,775
Debt premium, net			11,066
Carrying value of the CP BF convertible notes		8,758,775	8,769,841
Accrued interest		1,557,558	369,459
Prepayments made		(5,011,987)	(283,315)
Conversions		(381,745)	(216,284)
Total CP BF convertible notes and accrued interest		$ 4,922,601	$ 8,639,701

- Definition

+ References

+ Details

Schedule of Expected Amortization Expense (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Intangible Asset, Goodwill and Other [Abstract]
Remainder of 2026	$ 911,000
Year 1	1,215,000	$ 1,214,920
Year 2	1,215,000	1,214,920
Year 3	1,215,000	1,214,920
Year 4	1,206,000	1,214,920
Year 5		1,205,547
Thereafter	1,975,000	1,962,162
Total	$ 7,737,000	$ 8,027,391

Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
2026	$ 33,458
2027	28,235
2029
2030 and thereafter
Total undiscounted cash flows	61,693
Less discounting	(4,948)
Present value of lease liabilities	$ 56,745	$ 72,705

Commitments and Contingencies (Details Narrative)									3 Months Ended		12 Months Ended
Commitments and Contingencies (Details Narrative)	Jun. 06, 2025 USD ($)	Sep. 19, 2024 USD ($)	Sep. 13, 2024 USD ($)	Sep. 13, 2024 USD ($)	Sep. 13, 2024 USD ($) Integer	Sep. 13, 2024 USD ($) Installment	Sep. 09, 2024 USD ($) shares	Aug. 26, 2024 USD ($) shares	Mar. 31, 2026 USD ($) shares	Mar. 31, 2025 USD ($) shares	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($) shares	Aug. 08, 2025 shares	Feb. 05, 2024 USD ($)
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability										$ 4,343,000	$ 4,488,627	$ 680,762
Aggregate market value of shares issued											$ 329,996	$ 784,943
Common Stock, Shares Authorized \| shares									275,000,000	275,000,000	275,000,000	275,000,000
Principal amount														$ 4,500,000
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
Sidley Austin LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Frequency of periodic payment		12 monthly payments
Unpaid fee description		Unpaid Fee on a 2 for 1 basis, such that for every one dollar ($1.00) paid by Company, Sidley shall reduce the Sidley Unpaid Fee Amount by an additional two dollars ($2.00).
Shortfall accrued interest rate		12.00%
Gain (loss) on extinguishment of liability		$ 0
Shortfall accrue interest rate		12.00%
Sidley Austin LLP [Member] \| Repayment Agreement [Member] \| Accounting Standards Update Four Seventy Sixty [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability										$ 3,200,000
Sidley Austin LLP [Member] \| Repayment Agreement [Member] \| Asc [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability											3,200,000
Donnelley Financial Llc [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Frequency of periodic payment			12 monthly installments
Gain (loss) on extinguishment of liability				$ 0
Periodic payment				45,000
Number of installments remaining					11	11
Remaining monthly installment				28,366
Donnelley Financial Llc [Member] \| Repayment Agreement [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Administrative agent fees											85,098
Donnelley Financial Llc [Member] \| Repayment Agreement [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Administrative agent fees									$ 85,000
Donnelley Financial Llc [Member] \| Repayment Agreement [Member] \| Accounting Standards Update Four Seventy Sixty [Member]
Loss Contingencies [Line Items]
Gain (loss) on extinguishment of liability				0
Verista Partners Inc [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees								$ 196,666
Frequency of periodic payment								16 equal cash installment
Periodic payment									$ 78,000		$ 78,437
Remaining monthly installment								$ 8,125
Aggregate market value of shares issued								66,666
Debt instrument fee remaining amount								$ 130,000
Shares issued to GEM, shares \| shares									3,000		150
Verista Partners Inc [Member] \| Repayment Agreement [Member] \| Accounts Payable [Member]
Loss Contingencies [Line Items]
Administrative agent fees											$ 45,785
Verista Partners Inc [Member] \| Repayment Agreement [Member] \| Location, Statement of Financial Position, Balance [Axis]: us-gaap:AccountsPayableMember
Loss Contingencies [Line Items]
Administrative agent fees									$ 46,000
MZHCI, LLC [Member] \| Investor Relations Consulting Agreement [Member]
Loss Contingencies [Line Items]
Shares issued to GEM, shares \| shares							1,200
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings \| shares								2,400
Investor relations services amount								$ 12,500
Cost of living adjustment percentage								5.00%
Effective agreement period								6 days
Agreement renewal period								6 days
Services agreement								60 days
Perkins Coie LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Shares issued to GEM, shares \| shares												3,000
Common Stock, Shares Authorized \| shares													6,500
Perkins Coie LLP [Member] \| Perkins Repayment Agreement [Member]
Loss Contingencies [Line Items]
Aggregate market value of shares issued							$ 1,385,000
Registration rights agreement required filing term							60 days
Cooley LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Frequency of periodic payment		11 monthly installments
Gain (loss) on extinguishment of liability											1,100,000
Periodic payment		$ 36,300
First payment		Oct. 01, 2024
Cohn Reznick LLP [Member] \| Settlement Letter [Member]
Loss Contingencies [Line Items]
Frequency of periodic payment		15 equal monthly installments
Periodic payment		$ 30,000
Principal amount		817,400
Amount receivable		450,000
Cohn Reznick LLP [Member] \| Settlement Letter [Member] \| Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Principal amount											$ 577,400
Maximum [Member] \| Sidley Austin LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees		4,815,979
Maximum [Member] \| Donnelley Financial Llc [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees			$ 1,072,148	1,072,148	$ 1,072,148	$ 1,072,148
Maximum [Member] \| Cooley LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees		1,523,029
Minimum [Member] \| Sidley Austin LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees		1,605,326
Minimum [Member] \| Donnelley Financial Llc [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees			$ 357,025	$ 357,025	$ 357,025	$ 357,025
Minimum [Member] \| Perkins Coie LLP [Member] \| Perkins Repayment Agreement [Member]
Loss Contingencies [Line Items]
Shares issued to GEM, shares \| shares							46,000
Minimum [Member] \| Cooley LLP [Member] \| Repayment Agreement [Member]
Loss Contingencies [Line Items]
Administrative agent fees		$ 400,000

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Depreciation expense	$ 4,424	$ 2,825

Summary of Changes in Fair Value of Yorkville Convertible Note (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
Loss on debt issuance	$ 49,000	$ 274,000	$ 444,000	$ 653,208
Repayment in cash of Yorkville convertible notes	(647,000)	(1,877,000)	(4,514,664)	(750,000)
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at December 31, 2025	1,200,000
Balance at March 31, 2026	571,000		1,200,000
Fair Value, Inputs, Level 3 [Member] \| Convertible Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at December 31, 2025	1,200,000
Issuance of Yorkville convertible note			4,950,000
Loss on debt issuance			444,000
Payment in shares to settle Yorkville convertible notes
Repayment in cash of Yorkville convertible notes	(647,000)		(4,514,664)
Conversions
Change in fair value	18,000		321,165
Balance at March 31, 2026	571,000		1,200,000
Fair Value, Inputs, Level 3 [Member] \| Convertible Debt [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance at December 31, 2025	$ 1,200,501
Balance at March 31, 2026			$ 1,200,501

Subsequent Events (Details Narrative)																									2 Months Ended	3 Months Ended	12 Months Ended
Subsequent Events (Details Narrative)	May 15, 2026	May 11, 2026 USD ($) $ / shares shares	May 08, 2026 USD ($) $ / shares shares	May 06, 2026 USD ($) shares	May 04, 2026 USD ($)	Apr. 29, 2026 USD ($) $ / shares shares	Apr. 28, 2026 USD ($)	Apr. 15, 2026 USD ($) $ / shares shares	Apr. 08, 2026 USD ($)	Apr. 02, 2026 shares	Mar. 31, 2026 USD ($) $ / shares shares	Mar. 26, 2026 USD ($)	Mar. 23, 2026 USD ($)	Mar. 17, 2026 USD ($)	Feb. 13, 2026 USD ($) $ / shares shares	Jan. 12, 2026 USD ($)	Jan. 01, 2026 USD ($) $ / shares shares	Dec. 15, 2025 USD ($) shares	Oct. 14, 2025 USD ($) $ / shares	Oct. 13, 2025 USD ($) shares	Oct. 06, 2025 USD ($) shares	Jun. 27, 2025	May 09, 2025 USD ($)	Sep. 23, 2024 shares	Mar. 27, 2026 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) Integer $ / shares shares	Dec. 31, 2025 USD ($) Integer shares	Dec. 31, 2024 USD ($) Integer	May 12, 2026 USD ($) $ / shares	May 05, 2026 $ / shares	May 02, 2026 $ / shares	Apr. 30, 2026 USD ($)	Jan. 27, 2026 $ / shares	Feb. 05, 2024 USD ($)
Subsequent Event [Line Items]
Reverse stock splits description																						1-for-10					On August 29, 2024, 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 “2024 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. The Class B Common Stock was not affected by the 2024 Reverse Stock Split.
Aggregate principal amount																																		$ 4,500,000
Stock Issued During Period, Value, New Issues																											$ 329,996	$ 784,943
Number of operating segments \| Integer																										3	3	3
Impairment of intangible assets																											$ 0
No Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																												0.00%
Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period \| shares																										38,304	10,048
March Agile Note [Member]
Subsequent Event [Line Items]
Outstanding principal balance																		$ 1,839,432							$ 1,179,000
Private Placement Notes [Member]
Subsequent Event [Line Items]
Aggregate principal amount											$ 9,233,000															$ 9,233,000	$ 6,900,000
Proceeds from issuance of secured debt																										7,377,000	$ 5,497,909
May1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount																							$ 163,300
Maturity date																							Feb. 15, 2026
Interest rate																							12.00%
Proceeds from issuance of secured debt																							$ 135,000
Venture Issuance and Payofff [Member]
Subsequent Event [Line Items]
Aggregate principal amount											$ 487,000															487,000
January 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount																$ 296,000
Maturity date																Oct. 15, 2026
Interest rate																14.00%
Proceeds from issuance of secured debt																$ 250,000
March 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount														$ 181,000
Maturity date														Dec. 15, 2026
Interest rate														14.00%
Proceeds from issuance of secured debt														$ 150,000
Minimum [Member] \| Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																											10.00%	10.00%
Maximum [Member] \| Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																											13.00%	14.00%
Maximum [Member] \| No Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																												10.00%
Maximum [Member] \| No Supplier [Member] \| Liabilities, Total [Member] \| Supplier Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																											10.00%
Maximum [Member] \| Two Supplier [Member] \| Liabilities, Total [Member] \| Supplier Concentration Risk [Member]
Subsequent Event [Line Items]
Concentration risk, percentage																												10.00%
CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Net proceeds from issuance of shares																			$ 10,000,000
Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares																				3,250	5,750
Aggregate gross proceeds from offering																				$ 191	$ 354
Common Class A [Member] \| March Agile Note [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																									$ 23.04								$ 21.40
Aggregate reductions of in outstanding balance debt																		$ 284,000							$ 660,000
Aggregate share issued \| shares																		11,640							29,306
Common Class A [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Warrants issued \| shares																								2,828
Common Class A [Member] \| Agile Exchange Agreement [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares			$ 5.82
Common Class A [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Floor price \| $ / shares																			$ 0.00
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock splits description							On April 28, 2026, 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 “Reverse Stock Split”) of the Company’s outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-20 effective on May 8, 2026.
Reverse stock split ratio							1
Asset acquisition, increase in revenue													$ 15,000,000
Subsequent Event [Member] \| At the Market Offering [Member]
Subsequent Event [Line Items]
Shares issued to GEM, shares \| shares																	107,000,000
Net proceeds from issuance of shares																	$ 2,700,000
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period \| shares											34,200
Subsequent Event [Member] \| March Agile Note [Member]
Subsequent Event [Line Items]
Outstanding principal balance											$ 1,300,000															$ 1,300,000
Subsequent Event [Member] \| May1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount					$ 206,000
Proceeds from issuance of debt					$ 150,000
Maturity date					Jan. 30, 2027
Interest rate					14.00%
Subsequent Event [Member] \| Venture Issuance and Payofff [Member]
Subsequent Event [Line Items]
Proceeds from issuance of debt									$ 333,000
Maturity date									Aug. 18, 2026
Interest rate									198.50%
Note pay off date									May 06, 2026
Subsequent Event [Member] \| TVT Capital Issuance [Member]
Subsequent Event [Line Items]
Aggregate principal amount							$ 834,000
Proceeds from issuance of debt							$ 579,000
Maturity date									Jan. 05, 2027
Interest rate									106.71%
Subsequent Event [Member] \| February Note [Member] \| Private Placement Notes [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Interest rate															10.00%
Debt instrument, interest rate, original issue percentage															10.00%
Subsequent Event [Member] \| January 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount																296,000
Proceeds from issuance of debt																$ 250,000
Maturity date																Oct. 15, 2026
Interest rate																14.00%
Subsequent Event [Member] \| March 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount														180,000
Proceeds from issuance of debt														$ 157,000
Maturity date														Dec. 15, 2026
Interest rate														14.00%
Subsequent Event [Member] \| Agile Exchange Agreement [Member]
Subsequent Event [Line Items]
Aggregate reductions of in outstanding balance debt			$ 540,000			$ 540,000		$ 540,000
Outstanding principal balance																																$ 639,000
Subsequent Event [Member] \| Purchase Agreement [Member] \| February Note [Member] \| Private Placement Notes [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares															$ 22.20
Aggregate principal amount															$ 2,333,333
Maturity date															Feb. 13, 2027
Proceeds from issuance of secured debt															$ 1,600,000
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															$ 5.08
Subsequent Event [Member] \| Purchase Agreement [Member] \| February Warrants [Member] \| Private Placement Notes [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Warrant initial exercise price \| $ / shares															$ 50.00
Subsequent Event [Member] \| Purchase Agreement [Member] \| Maximum [Member] \| February Warrants [Member] \| Private Placement Notes [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Warrants issued \| shares															21,021
Subsequent Event [Member] \| Common Class A [Member] \| At the Market Offering [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues												$ 1,500,000
Subsequent Event [Member] \| Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares																										31,750
Consideration received on transaction																										$ 700,000
Aggregate gross proceeds from offering																										$ 670,000
Subsequent Event [Member] \| Common Class A [Member] \| August October and February 3I Note [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares											$ 22.00						$ 16.60									$ 22.00
Number of shares issued upon conversion of promissory note \| shares																										144,000,000
Outstanding principal amount											$ 2,700,000															$ 2,700,000
Subsequent Event [Member] \| Common Class A [Member] \| July and September 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares											$ 18.60						$ 16.50									$ 18.60
Number of shares issued upon conversion of promissory note \| shares																										24,000
Outstanding principal amount											$ 392,000															$ 392,000
Subsequent Event [Member] \| Common Class A [Member] \| March Agile Note [Member]
Subsequent Event [Line Items]
Aggregate reductions of in outstanding balance debt																										$ 660,000
Aggregate share issued \| shares																										29,306
Subsequent Event [Member] \| Common Class A [Member] \| Yorkville Advisors Global, LP [Member]
Subsequent Event [Line Items]
Common stock shares issued \| shares				155,000
Consideration received on transaction				$ 896,000
Aggregate gross proceeds from offering				$ 368,000
Subsequent Event [Member] \| Common Class A [Member] \| August October and February 3I Note [Member] \| 3i, LP [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares																													$ 15.39		$ 5.08
Number of shares issued upon conversion of promissory note \| shares		145
Outstanding principal amount																													$ 1,200,000
Subsequent Event [Member] \| Common Class A [Member] \| November and September 1800 Diagonal Note [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares		$ 4.520																												$ 3.303
Number of shares issued upon conversion of promissory note \| shares		36
Outstanding principal amount		$ 136,000
Subsequent Event [Member] \| Common Class A [Member] \| Agile Exchange Agreement [Member]
Subsequent Event [Line Items]
Shares issued to GEM, shares \| shares			74,948			74,948		74,948
Subsequent Event [Member] \| Common Class A [Member] \| Agile Exchange Agreement [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares						$ 5.82		$ 5.82
Subsequent Event [Member] \| Common Class A [Member] \| Agile Exchange Agreement [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Debt instrument conversion price per share \| $ / shares			$ 12.40			$ 12.40		$ 12.40
Subsequent Event [Member] \| Common Class A [Member] \| CP BF Letter Agreement [Member]
Subsequent Event [Line Items]
Reverse stock splits description	Pursuant to the Floor Price Amendment, the Floor Price applicable to the Conversion Price under the Note was reduced from $50.00 (as adjusted for the Reverse Stock Split) to $4.50 (on a post-Reverse Stock Split basis).
Conversion rate percentage of common stock outstanding	95.00%
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Aggregate number of shares of common stock issued, determined \| shares										22,300	18,845
Subsequent Event [Member] \| Common Class B [Member] \| Bonus Payment [Member]
Subsequent Event [Line Items]
Aggregate number of shares of common stock issued, determined \| shares										7,433	6,282
Subsequent Event [Member] \| Common Class B [Member] \| Achieving Market Capitalization Threshold [Member]
Subsequent Event [Line Items]
Aggregate number of shares of common stock issued, determined \| shares										14,867	12,563

Schedule of Notes (Details) - USD ($)	3 Months Ended		12 Months Ended
Schedule of Notes (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Loss on debt issuance	$ 49,000	$ 274,000	$ 444,000	$ 653,208
Gain (loss) on extinguishment of liability		4,343,000	4,488,627	680,762
Agile Term Notes [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	1,728,487	3,143,000	3,143,000
Issuance of convertible notes	90,000		4,262,500
Loss on debt issuance	30,000		110,500
Gain (loss) on extinguishment of liability			2,402,732
Repayments in cash			(8,079,300)
Conversions	660,000		(284,000)
Change in fair value	111,000		173,055
Balance at March 31, 2026	1,299,000		1,728,487	3,143,000
Outstanding principal balance	1,269,000		1,839,433
Accrued interest
Thousand Eight Hundred Diagonal Note [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	746,987	432,000	432,000
Issuance of convertible notes			1,297,200
Loss on debt issuance			140,215
Repayments in cash			(615,457)
Conversions			(457,493)
Change in fair value			(49,478)
Balance at March 31, 2026			746,987	432,000
Outstanding principal balance			721,938
Accrued interest			71,015
3iLP Notes [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	1,856,000
Issuance of convertible notes			6,450,000
Loss on debt issuance			3,349,000
Repayments in cash			(1,291,516)
Conversions			(4,343,116)
Change in fair value			(2,308,368)
Balance at March 31, 2026			1,856,000
Outstanding principal balance			1,709,091
Accrued interest			170,909
Boot Capital Notes [Member]
Debt Instrument [Line Items]
Balance at December 31, 2025	$ 115,836
Issuance of convertible notes			100,000
Loss on debt issuance			12,611
Repayments in cash
Conversions
Change in fair value			3,225
Balance at March 31, 2026			115,836
Outstanding principal balance			115,000
Accrued interest			$ 1,670

Warrant Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2026

Dec. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Warrant Liabilities

12. Warrant Liabilities

Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 1,150 shares of Common Stock of the Company, and which remained outstanding as of March 31, 2026. The Public Warrants have an exercise price of $115,000.00 per share, subject to adjustments, and will expire five years from the Merger Closing Date (in December 2028). 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 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 (Registration No. 333-276307) and since it was declared effective within the contractual 60-day term upon closing of the Merger, no “cashless basis” exercises were triggered during 2024.

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $180,000.00

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

	■	in whole and not in part;

	■	at a price of $100.00 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 $180,000.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “—Warrants—Public Stockholder Warrants—Anti-dilution Adjustments” in the Resale Registration Statement) 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 $180,000.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “—Warrants—Public Stockholder Warrants—Anti-dilution Adjustments” in the Resale Registration Statement) as well as the $115,000.00 per share (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.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

GEM Financing Arrangement

In association with the GEM Letter, see Note 11 – Debt for further details, at Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 83 shares at an exercise price of $64,900.00 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 $366.00.

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 11 – 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. For further discussion of the accounting treatment and fair value of the Private Placement Warrants, see Note 7 – Fair Value Measurements.

BANZAI INTERNATIONAL, INC.

Unaudited Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise stated, except share and per share data)

13. Warrant Liabilities

Public Warrants

The Company assumed Public Warrants in the Merger, exercisable into 1,150 shares of Common Stock of the Company, and which remained outstanding as of December 31, 2025. The Public Warrants have an exercise price of $115,000.00 per share, subject to adjustments, and will expire five years from the Merger Closing Date (in December 2028). 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.

Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $180,000.00

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

	■	in whole and not in part;

	■	at a price of $100.00 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 $180,000.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “—Warrants—Public Stockholder Warrants—Anti-dilution Adjustments” in the Resale Registration Statement) 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 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 $180,000.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “—Warrants—Public Stockholder Warrants—Anti-dilution Adjustments” in the Resale Registration Statement as well as the $115,000.00 (for whole shares) Public Warrant exercise price after the redemption notice is issued.

GEM Financing Arrangement

In association with the GEM Letter, see Note 12 – 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 83 shares at an exercise price of $64,900.00 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 $366.00. 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.

Private Placement Offering Warrants

In association with the Private Placement Convertible Notes, see Note 12 – 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. For further discussion of the accounting treatment and fair value of the Private Placement Warrants, see Note 7 – Fair Value Measurements.

- 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.

+ References

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

Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Property, Plant, and Equipment [Abstract]
Statutory federal income tax benefit, value			$ (4,710,559)	$ (6,617,812)
Statutory federal income tax benefit, percentage			21.00%	21.00%
State taxes, net of federal tax benefit, value				$ (463,682)
State taxes, net of federal tax benefit, percentage			0.00%	1.50%
Statutory tax rate difference between United Kingdom and United States, value			$ 9,699
Foreign Tax Effects, percentage			(0.04%)
Effect of Cross-Border Tax Laws, value			$ 18,900
Effect of Cross-Border Tax Laws, percentage			(0.09%)
R&D Credits, value			$ (15,243)
R&D Credits, percentage			0.07%
Change in valuation allowance, value			$ 3,149,702	$ 2,968,883
Change in valuation allowance, percentage			(14.04%)	(9.40%)
Change in state tax rate, value				$ 16,101
Change in state tax rate, percentage				(0.10%)
Non-deductible interest - IRC 163(l), value				$ 516,624
Non-deductible interest - IRC 163(l), percentage				(1.60%)
Non-deductible transaction/restructuring costs, value
Non-deductible transaction/restructuring costs, percentage				0.00%
Nondeductible warrant issuance expense, value
Nondeductible warrant issuance expense, percentage				0.00%
Impairment of goodwill, value				$ 612,511
Impairment of goodwill, percentage				(1.90%)
Other non-deductible expenses, value				$ 139,117
Other non-deductible expenses, percentage				(0.50%)
Change in fair value estimates, value			$ (602,735)	$ (107,489)
Change in fair value estimates, percentage			2.76%	0.30%
Loss on debt conversion & extinguishment, value			$ 1,528,553	$ 2,935,747
Loss on debt conversion & extinguishment, percentage			(6.81%)	(9.30%)
Stock Compensation Adjustments, value			$ 293,474
Stock Compensation Adjustments, percentage			(1.34%)
Other, value			$ 388,826
Other, percentage			(1.79%)
Effective tax rate	$ (52,000)	$ 74,000	$ 60,617
Effective tax rate, percentage			(0.28%)	(0.10%)
Effective tax rate	$ (52,000)	$ 74,000	$ 60,617