Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Entity Registrant Name | Banzai International, Inc. |
Document Type | S-1/A |
Amendment Flag | false |
Entity Central Index Key | 0001826011 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 435 Ericksen Ave |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Bainbridge Island |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98110 |
City Area Code | 206 |
Local Phone Number | 414-1777 |
Entity Tax Identification Number | 85-3118980 |
Entity Primary SIC Number | 7372 |
Business Contact [Member] | |
Document Information [Line Items] | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | |||
Cash | $ 396,761 | $ 1,023,499 | $ 1,786,550 |
Accounts receivable | 98,277 | 176,276 | |
Less: Allowance for credit losses | (3,879) | (107,860) | (262,489) |
Accounts receivable, net | 94,398 | 68,416 | 74,727 |
Deferred contract acquisition costs, current | 21,546 | 69,737 | 90,662 |
Prepaid expenses and other current assets | 143,311 | 263,770 | 667,856 |
Property and equipment, net | 6,207 | 11,803 | 10,586 |
Goodwill | 2,171,526 | 2,171,526 | 2,171,526 |
Operating lease right-of-use assets | 177,553 | 307,258 | 0 |
Deferred offering costs | 2,291,343 | 1,524,934 | 0 |
Total current assets | 656,016 | 1,425,422 | 2,619,795 |
Other assets | 38,381 | 38,381 | 90,972 |
Total Assets | 5,341,026 | 5,479,324 | 4,892,879 |
Current liabilities: | |||
Accounts payable | 2,396,347 | 1,100,249 | 439,405 |
Accrued expenses | 617,346 | 745,373 | 360,732 |
Franchise tax payable | 306,910 | 230,617 | 113,526 |
Total current liabilities | 36,567,056 | 29,284,339 | 10,843,950 |
Notes Payable | 6,494,051 | 6,325,178 | |
Earnout liability | 82,114 | 289,099 | 1,000,000 |
Deferred revenue | 891,008 | 930,436 | 1,060,040 |
Operating lease liabilities, current | 305,450 | 284,963 | 0 |
Operating lease liabilities, non-current | 2,352 | 234,043 | 0 |
Other long-term liabilities | 75,000 | 75,000 | 112,837 |
Total liabilities | 36,644,408 | 29,593,382 | 14,313,787 |
Commitments and Contingencies | |||
Stockholders' Deficit: | |||
Series A preferred stock | 6,318,491 | 6,318,491 | 6,318,491 |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,329,638 and 5,076,777 shares issued and outstanding (excluding 3,329,638 and 5,076,777 shares subject to possible redemption as of September 30, 2023 and December 31, 2022,) respectively | 817 | 816 | 828 |
Additional paid-in capital | 2,770,849 | 1,926,697 | 1,151,333 |
Accumulated deficit | (40,393,539) | (32,360,062) | (16,891,560) |
Total stockholders' deficit | (37,621,873) | (30,432,549) | (15,739,399) |
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit | 5,341,026 | 5,479,324 | 4,892,879 |
7GC Co Holdings INC [Member] | |||
ASSETS | |||
Cash | 399,511 | 1,016,853 | 711,652 |
Prepaid expenses | 85,540 | 4,750 | 264,193 |
Total current assets | 485,051 | 1,021,603 | 975,845 |
Cash equivalents and marketable securities held in Trust Account | 35,559,672 | 52,128,420 | 230,023,192 |
Total Assets | 36,044,723 | 53,150,023 | 230,999,037 |
Current liabilities: | |||
Accounts payable | 2,486,256 | 1,591,356 | 342,538 |
Accrued expenses | 2,705,970 | 1,759,569 | 1,003,760 |
Convertible loan from related party | 2,300,000 | 1,100,000 | 0 |
Franchise tax payable | 150,000 | 80,050 | 174,094 |
Income tax payable | 217,608 | 765,554 | 0 |
Total current liabilities | 8,111,388 | 5,344,223 | 1,520,392 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 | |
Derivative warrant liabilities | 1,696,500 | 1,319,500 | 11,572,000 |
Excise Tax Payable | 184,436 | 0 | |
Deferred underwriting fees payable | 8,050,000 | 8,050,000 | |
Notes Payable | 900,000 | ||
Total liabilities | 17,857,888 | 14,713,723 | 21,142,392 |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, $0.0001 par value; 3,329,638 and 5,076,777 shares at $10.65 and $10.23 per share at September 30, 2023 and December 31, 2022, respectively | 35,476,939 | 51,916,992 | 230,000,000 |
Stockholders' Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,329,638 and 5,076,777 shares issued and outstanding (excluding 3,329,638 and 5,076,777 shares subject to possible redemption as of September 30, 2023 and December 31, 2022,) respectively | 0 | 0 | 0 |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2023 and December 31, 2022 | 575 | 575 | 575 |
Additional paid-in capital | 0 | 0 | 0 |
Accumulated deficit | (17,290,679) | (13,481,267) | (20,143,930) |
Total stockholders' deficit | (17,290,104) | (13,480,692) | (20,143,355) |
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit | 36,044,723 | 53,150,023 | 230,999,037 |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Simple agreement for future equity, current | 644,146 | 829,139 | 0 |
Convertible loan from related party | 3,106,816 | 1,490,307 | 0 |
Bifurcated embedded derivative liabilities | 1,552,781 | 893,216 | 4,000 |
Notes Payable | 7,030,784 | 6,494,051 | |
Simple agreement for future equity, non-current | 0 | 294,044 | |
Related Party [Member] | |||
Current liabilities: | |||
Simple agreement for future equity, current | 6,709,854 | 8,636,861 | 0 |
Convertible loan from related party | 6,465,097 | 3,425,027 | 0 |
Bifurcated embedded derivative liabilities | 3,024,219 | 1,889,084 | 0 |
Notes Payable | 1,154,997 | 0 | |
Simple agreement for future equity, non-current | 0 | 3,062,956 | |
Related Party [Member] | 7GC Co Holdings INC [Member] | |||
Current liabilities: | |||
Due to related party | 67,118 | 47,694 | 0 |
Notes Payable | 1,800,000 | 1,800,000 | |
CP BF Lending, LLC [Member] | |||
Current liabilities: | |||
Convertible loan from related party | $ 2,586,097 | $ 2,276,534 | $ 1,654,595 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 19,544,521 | 19,544,521 | 19,544,521 |
Common stock, shares issued | 8,167,894 | 8,157,606 | 8,276,972 |
Common stock, shares outstanding | 8,167,894 | 8,157,606 | 8,276,972 |
7GC Co Holdings INC [Member] | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Common stock, shares issued | 1,847,894 | 1,837,606 | 1,956,972 |
Common Class A [Member] | 7GC Co Holdings INC [Member] | |||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, subject to possible redemption, shares | 3,329,638 | 5,076,777 | 23,000,000 |
Common stock, subject to possible redemption per share (in Dollars per share) | $ 10.23 | $ 10 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,329,638 | 5,076,777 | |
Common stock, shares outstanding | 3,329,638 | 5,076,777 | |
Temporary Equity, Shares Outstanding | 3,329,638 | 5,076,777 | |
Temporary Equity, Redemption Price Per Share | $ 10.65 | $ 10.23 | |
Common Class B [Member] | |||
Common stock, shares issued | 6,320,000 | 6,320,000 | 6,320,000 |
Common Class B [Member] | 7GC Co Holdings INC [Member] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Series A Preferred Stock [Member] | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,624,827 | 2,624,827 | 2,624,827 |
Preferred stock, shares issued | 2,328,823 | 2,328,823 | 2,328,823 |
Preferred stock, shares outstanding | 2,328,823 | 2,328,823 | 2,328,823 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating income: | ||||||
Revenue | $ 3,478,794 | $ 4,312,431 | $ 5,332,979 | $ 5,207,210 | ||
Cost of revenue | 1,132,671 | 1,448,276 | 1,956,964 | 2,072,411 | ||
Gross profit | 2,346,123 | 2,864,155 | 3,376,015 | 3,134,799 | ||
General and administrative expenses | 8,937,265 | 7,226,655 | 9,275,251 | 11,006,459 | ||
Depreciation and amortization expenses | 5,596 | 7,054 | 9,588 | 480,549 | ||
Impairment loss on operating lease | 0 | 303,327 | 303,327 | 0 | ||
Loss from operations | 8,942,861 | 7,537,036 | (6,212,151) | (9,986,451) | ||
Loss on impairment of intangible assets | 0 | 1,634,242 | ||||
Total operating expenses | (6,596,738) | (4,672,881) | 9,588,166 | 13,121,250 | ||
Other income | ||||||
Income (loss) before taxes | (8,016,396) | (8,991,203) | (15,468,502) | (10,391,087) | ||
Income tax expense | 17,081 | 15,382 | 0 | (409,458) | ||
Net income (loss) | (8,033,477) | (9,006,585) | (15,468,502) | (9,981,629) | ||
Other Income (expense) | (70,569) | (36,641) | (150,692) | (289,738) | ||
Interest income | (111) | 0 | 0 | (4,898) | ||
Loss on extinguishment of debt | $ 0 | $ 56,653 | $ 56,653 | $ (40,668) | ||
Weighted average shares outstanding, Basic | 8,164,050 | 8,038,527 | 8,150,270 | 7,557,173 | ||
Weighted average shares outstanding, Diluted | 8,164,050 | 8,038,527 | 8,150,270 | 7,557,173 | ||
Net income (loss) per share, Basic | $ (0.98) | $ (1.12) | $ (1.9) | $ (1.32) | ||
Net income (loss) per share, Diluted | $ (0.98) | $ (1.12) | $ (1.9) | $ (1.32) | ||
Total other expenses, net | $ 1,419,658 | $ 4,318,322 | $ 9,256,351 | $ 404,636 | ||
Loss before income taxes | (8,016,396) | (8,991,203) | (15,468,502) | (10,391,087) | ||
7GC Co Holdings INC [Member] | ||||||
Operating income: | ||||||
General and administrative expenses | $ 759,730 | $ 1,118,469 | 2,243,422 | 1,691,948 | 3,018,332 | 2,480,244 |
Non-redemption agreement expense | 0 | 0 | 372,710 | 0 | ||
Franchise tax expenses | 50,000 | 56,074 | 150,000 | 170,345 | 226,156 | 200,050 |
Loss from operations | (809,730) | (1,174,543) | (2,766,132) | (1,862,293) | (3,244,488) | (2,680,294) |
Other income | ||||||
Change in fair value of derivative warrant liabilities | 10,252,500 | 14,284,500 | ||||
Gain on investments held in Trust Account | 3,195,723 | 23,003 | ||||
Income (loss) before taxes | (442,396) | 1,213,598 | (1,750,719) | 10,745,353 | 10,203,735 | 11,627,209 |
Income tax expense | 10,424 | 212,639 | 243,374 | 223,703 | 765,554 | |
Net income (loss) | (452,820) | 1,000,959 | (1,994,093) | 10,521,650 | 9,438,181 | 11,627,209 |
Change in fair value of derivative warrant liabilities | 0 | 1,319,500 | (377,000) | 11,195,000 | 10,252,500 | 14,284,500 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 365,795 | 1,068,641 | 1,386,098 | 1,412,646 | ||
Other Income (expense) | 1,539 | 0 | 6,315 | 0 | ||
Loss before income taxes | $ (442,396) | $ 1,213,598 | (1,750,719) | 10,745,353 | 10,203,735 | 11,627,209 |
Nonrelated Party [Member] | ||||||
Other income | ||||||
Loss on modification of simple agreement for future equity | 0 | 157,839 | 150,920 | 0 | ||
Change in fair value of simple agreement for future equity | (184,993) | 92,409 | 384,175 | (41,956) | ||
Change in fair value of bifurcated embedded derivative liabilities | 36,500 | (12,668) | 268,891 | 1,000 | ||
Interest expense | 1,879,394 | 1,372,689 | 1,651,141 | 1,217,940 | ||
Related Party [Member] | ||||||
Other income | ||||||
Loss on modification of simple agreement for future equity | 0 | 1,644,161 | 1,572,080 | 0 | ||
Change in fair value of simple agreement for future equity | (1,927,007) | 962,591 | 4,001,825 | (437,044) | ||
Change in fair value of bifurcated embedded derivative liabilities | 72,359 | (43,332) | 592,409 | 0 | ||
Interest expense | $ 1,614,085 | $ 124,621 | $ 728,949 | $ 0 | ||
Class A Common Stock [Member] | 7GC Co Holdings INC [Member] | ||||||
Other income | ||||||
Weighted average shares outstanding, Basic | 3,329,638 | 23,000,000 | 4,455,999 | 23,000,000 | 22,901,791 | 23,000,000 |
Weighted average shares outstanding, Diluted | 22,901,791 | 23,000,000 | ||||
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Class B Common Stock [Member] | 7GC Co Holdings INC [Member] | ||||||
Other income | ||||||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,780,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | ||||
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Common Class A Subject To Possible Redemption [Member] | 7GC Co Holdings INC [Member] | ||||||
Other income | ||||||
Weighted average shares outstanding, Basic | 3,329,638 | 23,000,000 | 4,455,999 | 23,000,000 | ||
Weighted average shares outstanding, Diluted | 3,329,638 | 23,000,000 | 4,455,999 | 23,000,000 | ||
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | ||
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | ||
Common Class B Non Redeemable [Member] | 7GC Co Holdings INC [Member] | ||||||
Other income | ||||||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | ||
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements Of Changes In Stockholders' Deficit - USD ($) | Total | 7GC Co Holdings INC [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] 7GC Co Holdings INC [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] 7GC Co Holdings INC [Member] | Common Class A [Member] Common Stock [Member] 7GC Co Holdings INC [Member] | Common Class B [Member] Common Stock [Member] 7GC Co Holdings INC [Member] | Series A Preferred Stock [Member] Preferred Stock [Member] |
Balance at Dec. 31, 2020 | $ (6,689,069) | $ (31,770,564) | $ 690 | $ 220,172 | $ (6,909,931) | $ (31,771,139) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2020 | 6,894,882 | 0 | 5,750,000 | 2,328,823 | ||||||
Exercise of stock options | $ 128,127 | $ 17 | 128,110 | |||||||
Exercise of stock options (Shares) | 168,748 | 168,744 | ||||||||
Stock-based compensation | $ 803,172 | $ 1,213,346 | 803,051 | |||||||
Net income (loss) | (9,981,629) | 11,627,209 | (9,981,629) | 11,627,209 | ||||||
Balance at Dec. 31, 2021 | (15,739,399) | (20,143,355) | $ 828 | 1,151,333 | (16,891,560) | (20,143,930) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,276,972 | 0 | 5,750,000 | 2,328,823 | ||||||
Net income (loss) | 6,672,603 | 6,672,603 | $ 0 | |||||||
Balance at Mar. 31, 2022 | (13,470,752) | (13,471,327) | $ 575 | |||||||
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | |||||||||
Balance at Dec. 31, 2021 | (15,739,399) | (20,143,355) | $ 828 | 1,151,333 | (16,891,560) | (20,143,930) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,276,972 | 0 | 5,750,000 | 2,328,823 | ||||||
Exercise of stock options | 5,016 | $ 1 | 5,015 | |||||||
Exercise of stock options (Shares) | 6,600 | |||||||||
Repurchase of shares in High Attendance sale | $ (13) | 13 | ||||||||
Repurchase of shares in High Attendance sale (Shares) | (133,257) | |||||||||
Stock-based compensation | 630,737 | 630,737 | ||||||||
Net income (loss) | (9,006,585) | 10,521,650 | (9,006,585) | |||||||
Balance at Sep. 30, 2022 | (24,110,231) | (10,306,408) | $ 816 | 1,787,098 | (25,898,145) | (10,306,983) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Sep. 30, 2022 | 8,150,315 | 5,750,000 | 2,328,823 | |||||||
Balance at Dec. 31, 2021 | (15,739,399) | (20,143,355) | $ 828 | 1,151,333 | (16,891,560) | (20,143,930) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2021 | 8,276,972 | 0 | 5,750,000 | 2,328,823 | ||||||
Remeasurement of Class A common stock to redemption value | (2,775,518) | (2,775,518) | ||||||||
Exercise of stock options | $ 5,016 | $ 1 | 5,015 | |||||||
Exercise of stock options (Shares) | 13,891 | 13,891 | ||||||||
Repurchase of shares in High Attendance sale | $ (13) | 13 | ||||||||
Repurchase of shares in High Attendance sale (Shares) | (133,257) | |||||||||
Stock-based compensation | $ 770,336 | 770,336 | ||||||||
Net income (loss) | (15,468,502) | 9,438,181 | (15,468,502) | 9,438,181 | ||||||
Balance at Dec. 31, 2022 | (30,432,549) | (13,480,692) | $ 816 | 1,926,697 | (32,360,062) | (13,481,267) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2022 | 8,157,606 | 0 | 5,750,000 | 2,328,823 | ||||||
Balance at Mar. 31, 2022 | (13,470,752) | (13,471,327) | $ 575 | |||||||
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | |||||||||
Net income (loss) | 2,848,088 | 2,848,088 | $ 0 | |||||||
Balance at Jun. 30, 2022 | (10,622,664) | (10,623,239) | $ 575 | |||||||
Balance (in Shares) at Jun. 30, 2022 | 5,750,000 | |||||||||
Remeasurement of Class A common stock to redemption value | (684,703) | (684,703) | ||||||||
Net income (loss) | 1,000,959 | 1,000,959 | $ 0 | |||||||
Balance at Sep. 30, 2022 | (24,110,231) | (10,306,408) | $ 816 | 1,787,098 | (25,898,145) | (10,306,983) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Sep. 30, 2022 | 8,150,315 | 5,750,000 | 2,328,823 | |||||||
Balance at Dec. 31, 2022 | (30,432,549) | (13,480,692) | $ 816 | 1,926,697 | (32,360,062) | (13,481,267) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2022 | 8,157,606 | 0 | 5,750,000 | 2,328,823 | ||||||
Remeasurement of Class A common stock to redemption value | (350,009) | (350,009) | ||||||||
Net income (loss) | (807,205) | (807,205) | $ 0 | |||||||
Balance at Mar. 31, 2023 | (14,637,906) | (14,638,481) | $ 575 | |||||||
Balance (in Shares) at Mar. 31, 2023 | 5,750,000 | |||||||||
Balance at Dec. 31, 2022 | (30,432,549) | (13,480,692) | $ 816 | 1,926,697 | (32,360,062) | (13,481,267) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Dec. 31, 2022 | 8,157,606 | 0 | 5,750,000 | 2,328,823 | ||||||
Exercise of stock options | $ 13,362 | $ 1 | 13,361 | |||||||
Exercise of stock options (Shares) | 10,288 | 10,288 | ||||||||
Stock-based compensation | $ 830,791 | 830,791 | ||||||||
Net income (loss) | (8,033,477) | (1,994,093) | (8,033,477) | |||||||
Balance at Sep. 30, 2023 | (37,621,873) | (17,290,104) | $ 817 | 2,770,849 | (40,393,539) | (17,290,679) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Sep. 30, 2023 | 8,167,894 | 5,750,000 | 2,328,823 | |||||||
Balance at Mar. 31, 2023 | (14,637,906) | (14,638,481) | $ 575 | |||||||
Balance (in Shares) at Mar. 31, 2023 | 5,750,000 | |||||||||
Remeasurement of Class A common stock to redemption value | (1,370,522) | (1,370,522) | ||||||||
Contribution for non-redemption agreement | 372,710 | 372,710 | ||||||||
Net income (loss) | (734,068) | (734,068) | $ 0 | |||||||
Balance at Jun. 30, 2023 | (16,369,786) | (16,370,361) | $ 575 | |||||||
Balance (in Shares) at Jun. 30, 2023 | 5,750,000 | |||||||||
Remeasurement of Class A common stock to redemption value | (283,062) | (283,062) | ||||||||
Increase decrease in excise tax due on class a common stock redemption | (184,436) | (184,436) | ||||||||
Net income (loss) | (452,820) | (452,820) | $ 0 | |||||||
Balance at Sep. 30, 2023 | $ (37,621,873) | $ (17,290,104) | $ 817 | $ 2,770,849 | $ (40,393,539) | $ (17,290,679) | $ 575 | $ 6,318,491 | ||
Balance (in Shares) at Sep. 30, 2023 | 8,167,894 | 5,750,000 | 2,328,823 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||||
Net (loss) income | $ (8,033,477) | $ (9,006,585) | $ (15,468,502) | $ (9,981,629) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 5,596 | 7,054 | 9,588 | 6,916 |
Provision for credit losses | 3,879 | 217,916 | 92,619 | 231,699 |
Amortization of operating lease right-of-use assets | 129,705 | 111,048 | 152,018 | |
Impairment of operating lease right-of-use assets | 0 | 303,327 | 303,327 | 0 |
Stock-based compensation expense | 830,791 | 630,737 | 770,336 | 803,051 |
Loss on extinguishment of debt | 0 | 56,653 | 56,653 | (40,668) |
Amortization expense | 473,633 | |||
Impairment of intangible assets | 0 | 1,634,242 | ||
Forgiveness of PPP loan | (480,971) | |||
Changes in operating assets and liabilities: | ||||
Accrued expenses | (128,027) | 374,646 | 384,641 | 54,278 |
Prepaid and other assets | 120,459 | 385,444 | 404,086 | (302,248) |
Accounts receivable | (29,861) | (284,597) | (86,308) | (274,289) |
Deferred contract acquisition costs, current | 48,191 | 633 | 20,925 | 45,614 |
Other assets | 56,591 | 52,591 | ||
Accounts payable | 1,296,098 | (168,451) | 660,844 | (256,912) |
Deferred revenue | (39,428) | (118,022) | (129,604) | 319,338 |
Operating lease liabilities | (211,204) | (176,664) | (243,596) | |
Earnout liability | (206,985) | (600,000) | (710,901) | 1,000,000 |
Other liabilities | (37,837) | 37,162 | ||
Net cash used in operating activities | (5,041,691) | (4,724,741) | (5,168,175) | (6,842,679) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (9,430) | (10,806) | (1,694) | |
Disposal of property and equipment | 8,757 | |||
Acquisition of Demio, net of cash acquired | (3,575,985) | |||
Net cash provided by investing activities | (9,430) | (10,806) | (3,568,922) | |
Cash flows from financing activities: | ||||
Deferred offering costs | (766,409) | (247,777) | (1,524,934) | |
Proceeds from issuance of promissory notes—related party | 1,150,000 | 6,189,411 | ||
Proceeds from issuance of common stock | 13,362 | 5,016 | 5,016 | 128,127 |
Proceeds from PPP loan | 480,971 | |||
Repayment of notes payable | (643,796) | |||
Net cash used in financing activities | 4,414,953 | 5,693,087 | 4,415,930 | 11,419,039 |
Net change in cash | (626,738) | 958,916 | (763,051) | 1,007,438 |
Cash —beginning of period | 1,023,499 | 1,786,550 | 1,786,550 | 779,112 |
Cash—end of period | 396,761 | 2,745,466 | 1,023,499 | 1,786,550 |
Supplemental cash flow information: | ||||
Cash paid for interest | 313,813 | 387,724 | 630,454 | 916,174 |
Cash paid for taxes | 8,825 | 6,425 | ||
Cash paid (refund) for taxes | (4,875) | 5,697 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Debt issuance costs | 25,896 | 382,263 | ||
Issuance of common stock for acquisition of Demio | 121 | |||
Right-of-use assets obtained in exchange for lease obligations | 0 | 762,603 | 762,603 | |
7GC Co Holdings INC [Member] | ||||
Cash Flows from Operating Activities | ||||
Net (loss) income | (1,994,093) | 10,521,650 | 9,438,181 | 11,627,209 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative warrant liabilities | 377,000 | (11,195,000) | (10,252,500) | (14,284,500) |
Gain on investments held in Trust Account | (3,195,723) | (23,003) | ||
Non redemption agreement | 372,710 | 0 | ||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (1,386,098) | (1,412,646) | ||
Formation and operating expenses funded by note payable through Sponsor | 0 | 33,194 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 259,443 | 291,217 | ||
Accounts payable | 894,900 | 1,178,048 | 1,248,818 | 325,557 |
Due to related party | 47,694 | 0 | ||
Accrued expenses | 946,401 | (220,064) | 825,809 | 933,760 |
Franchise tax payable | 69,950 | (24,455) | (94,044) | 117,058 |
Income tax payable | (547,946) | 223,703 | 765,554 | 0 |
Prepaid and other assets | (61,366) | 175,875 | ||
Net cash used in operating activities | (1,328,542) | (719,695) | (956,768) | (1,012,702) |
Cash flows from investing activities: | ||||
Cash deposited in Trust Account for extension | (900,000) | 0 | (900,000) | 0 |
Cash withdrawn from Trust Account for redemptions | 180,900,000 | 180,858,526 | 0 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 411,200 | 400,969 | 1,131,969 | 0 |
Trust Account Withdrawal-redemption | 18,443,646 | 0 | ||
Net cash provided by investing activities | 17,954,846 | 400,969 | 181,090,495 | 0 |
Cash flows from financing activities: | ||||
Proceeds from note payable and advances from related party | 1,200,000 | 0 | 1,100,000 | 0 |
Redemption of Class A common stock | (180,858,526) | 0 | ||
Offering costs paid | (70,000) | 0 | ||
Trust Account Withdrawal-redemption | (18,443,646) | 0 | ||
Offering costs paid | 0 | (70,000) | ||
Net cash used in financing activities | (17,243,646) | (70,000) | (179,828,526) | 0 |
Net change in cash | (617,342) | (388,726) | 305,201 | (1,012,702) |
Cash —beginning of period | 1,016,853 | 711,652 | 711,652 | 1,724,354 |
Cash—end of period | 399,511 | 322,926 | 1,016,853 | 711,652 |
Related Party [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash interest expense | 345,382 | 69,894 | 52,040 | |
Amortization of debt discount and issuance costs | 1,268,703 | 281,963 | 476,098 | |
Loss on modification of simple agreement for future equity | 0 | 1,644,161 | 1,572,080 | 0 |
Change in fair value of simple agreement for future equity | (1,927,007) | 962,591 | 4,001,825 | (437,044) |
Change in fair value of bifurcated embedded derivative liabilities | 72,359 | (43,332) | 592,409 | 0 |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes, net of issuance costs | 2,533,000 | 4,100,538 | 4,100,538 | |
Proceeds From Simple Agreement for Future Equity | 3,500,000 | |||
Supplemental disclosure of noncash investing and financing activities: | ||||
Convertible note issued in settlement of accrued interest | 100,538 | |||
Bifurcated embedded derivative liabilities at issuance | 1,062,776 | 151,000 | 1,262,026 | |
Nonrelated Party [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash interest expense | 914,944 | 297,990 | 857,425 | 304,288 |
Amortization of debt discount and issuance costs | 646,684 | 34,682 | 245,082 | 61,817 |
Loss on modification of simple agreement for future equity | 0 | 157,839 | 150,920 | 0 |
Change in fair value of simple agreement for future equity | (184,993) | 92,409 | 384,175 | (41,956) |
Change in fair value of bifurcated embedded derivative liabilities | 36,500 | (12,668) | 268,891 | 1,000 |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes, net of issuance costs | 1,485,000 | 1,835,310 | 1,835,310 | 1,428,326 |
Proceeds From Simple Agreement for Future Equity | 336,000 | |||
Supplemental disclosure of noncash investing and financing activities: | ||||
Convertible note issued in settlement of accrued interest | 321,345 | |||
Bifurcated embedded derivative liabilities at issuance | $ 623,065 | $ 1,834,000 | $ 654,974 | $ 3,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Line Items] | ||
Description of Organization and Business Operations | 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 thousands of marketers to power webinars, trainings, virtual events, and on-demand On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021, whereby Demio became a wholly owned subsidiary of the Company. Termination of Hyros Acquisition and Amended Merger Agreement with 7GC In December 2022, the Company entered into an Agreement and Plan of Merger with Hyros, Inc., (“Hyros”) (the “Hyros Purchase Agreement”) whereby Banzai would acquire 100% of the issued share capital of Hyros for approximately $110 million in a primarily stock transaction. The acquisition was expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market, to significantly enhance the Banzai platform and accelerate its long-term revenue growth and operational efficiency. Concurrently, in December 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with 7GC & Co. Holdings Inc. (“7GC”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, pending the close of the Hyros Purchase Agreement. On July 31, 2023, Banzai sent a notice of termination to Hyros. On August 1, 2023, Banzai and Hyros terminated the Hyros Purchase Agreement and the Hyros Side Letter (the “Hyros Transaction Termination”), with immediate effect, in connection with the inability to procure the Hyros audited financial statements on the timeline contemplated by the Hyros Purchase Agreement. On August 4, 2023, the Company entered into an Amendment to the Agreement and Plan of Merger and Reorganization (the “Amended Merger Agreement” and together with the Original Merger Agreement, the “Merger Agreement”) with 7GC (the “Merger”). As a result of the Merger Agreement, all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock, par value $0.0001 per share, 7GC Common Stock determined based on a pre-money GEM Financing Arrangement In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and non-assessable Further, in terms of the GEM Agreement, on the Public Listing Date, the Company shall make and execute a warrant (the “GEM Warrant”) granting GEM the right to purchase up to the number of Common Shares of the Company, that is equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the public offering price or closing bid price on the Public Listing Date or (ii) the quotient obtained by dividing $650 million by the total number of equity interests. The GEM Warrant has an expiration date that is the third Per the terms of the GEM Agreement, the GEM Agreement shall terminate automatically on the earliest of (i) thirty-six (ii) thirty-six Emerging Growth Company Upon closure of the Merger, the Company will become an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 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 thousands of marketers to power webinars, trainings, virtual events, and on-demand On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021, whereby Demio became a wholly owned subsidiary of the Company. Refer to Note 4 for additional information on the business combination. Acquisition of Hyros, Inc. (terminated) and Merger Agreement with 7GC In December 2022, the Company entered into a plan of merger agreement with Hyros, Inc., whereby immediately prior to the closing of the proposed merger transaction between Banzai and 7GC & Co. Holdings Inc. (See Note 18 for further detail), Banzai will acquire 100% of the issued share capital of Hyros for approximately $110 million (subject to customary and negotiated adjustments) in a primarily stock transaction. The acquisition is expected to enhance Banzai’s role as a full-stack marketing technology platform, expand its total addressable market, to significantly enhance the Banzai platform and accelerate its long-term revenue growth and operational efficiency. As of December 31, 2022, the merger agreement had not yet closed. On August 1, 2023, the Company terminated their merger agreement with Hyros Inc., and entered into an amended agreement with 7GC& Co.. The reason for the termination with Hyros Inc., as well as the terms of the amended agreement with 7GC&Co., have been included in Note 18. GEM Financing Arrangement In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and non-assessable Further, in terms of the GEM Agreement, on the Public Listing Date, the Company shall make and execute a warrant (the “GEM Warrant”) granting GEM the right to purchase up to the number of Common Shares of the Company, that is equal to 3% of the total equity interests, calculated on a fully diluted basis, and at an exercise price per share equal to the lesser of (i) the public offering price or closing bid price on the Public Listing Date or (ii) the quotient obtained by dividing $650 million by the total number of equity interests. The GEM Warrant has an expiration date that is the third Per the terms of the GEM Agreement, the GEM Agreement shall terminate automatically on the earliest of (i) thirty-six (ii) thirty-six Emerging Growth Company The Company will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
7GC Co Holdings INC [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Description of Organization and Business Operations | Note 1-Description of Organization and Business Operations Organization and General 7GC & Co. Holdings Inc. (the “Company”) was incorporated as a Delaware corporation on September 18, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company has not commenced any operations. All activity for the period from September 18, 2020 (inception) through September 30, 2023, has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on marketable securities held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value of derivative warrant liabilities in its unaudited condensed consolidated statements of operations. Sponsor and Financing The Company’s sponsor is 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the marketable securities in the Trust Account to the Company’s stockholders, as described below. With respect to the regulation of SPACs like our company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in December 2022 management instructed Continental, the trustee of the trust account, to liquidate the marketable securities held in the trust account and instead to hold the marketable securities in the trust account in an interest-bearing demand deposit account until the earlier of consummation of our initial business combination or liquidation. This may reduce the amount of interest earned by the marketable securities in the trust account. As of September 30, 2023 and December 31, 2022, the marketable securities in the trust account are held solely in an interest-bearing demand deposit account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Stock Market rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to % or more of the Public Shares without the Company’s prior written consent. T he Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ per share, plus any pro rata interest earned on the marketable securities held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by December 28, 2023, or such earlier date as determined by the Company’s board of directors (the “Board” and such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the marketable securities held in the Trust Account and not previously released to the Company to pay taxes (less up to $ of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the marketable securities held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of marketable securities in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient marketable securities to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with Banzai International Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the “Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Banzai Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving as an indirect wholly owned subsidiary of the Company (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of 7GC. At the closing of the Transactions (the “Closing”), 7GC will change its name to Banzai International, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Amendment, the Company and Banzai agreed to amend the terms and conditions of the Merger Agreement to provide (among other changes) that: (i) the closing of the Transactions is no longer conditioned upon the consummation of Banzai’s acquisition of Hyros Inc.; (ii) the value of the total consideration payable to Banzai stockholders is reduced from $293.0 million to $100.0 million, with no post-closing “earn-out” or other future contingent consideration; and (iii) the “Termination Date” upon which either party may terminate the Merger Agreement for any reason (subject to certain conditions set forth in the Merger Agreement) if the closing of the Transactions has not yet occurred is extended from September 8, 2023 to December 28, 2023. The aggregate consideration payable to Banzai security holders at the closing of the Transactions (the “Closing”) is $100.0 million, consisting of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (the “7GC New Class A Shares”), which will have one vote per share, and newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “7GC New Class B Shares”), which will have ten votes per share, in each case, as such classes of common stock exist as of immediately following the First Effective Time, and cash in lieu of any fractional 7GC New Class A Shares or 7GC New Class B Shares that would otherwise be owed to any Pre-Closing Holder. The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the 7GC Stockholder Matters (as defined in the Merger Agreement) by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) the Registration Statement/Proxy Statement (as defined in the Merger Agreement) having become effective, (v) the 7GC New Class A Shares to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) the Company having at least $ of net tangible assets remaining after redemptions by the Company’s stockholders, and (vii) customary bring-down conditions. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, the satisfaction of a $ million minimum net cash condition, being defined as an amount equal to the sum of (i) the cash proceeds to be received by the Company at Closing from the Trust Account established by the Company in connection with the Transactions (after, for the avoidance of doubt, giving effect to redemptions by the Company’s stockholders), (ii) the cash proceeds to be received by the Company or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus 7GC Transaction Expenses (as defined in the Amendment), minus the Company Expenses (as defined in the Amendment), equaling or exceeding $ . The Company filed (i) a Current Report on Form 8-K Form 8-K S-4 Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits. On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “First Meeting”). At the First Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 28, 2022, within 24 months from the closing of the Initial Public Offering, to June 28, 2023, or such earlier date as determined by the Board (the “Extension”). Also on December 21, 2022, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. In connection with the First Meeting, stockholders holding Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $ plus $ for each of the three subsequent calendar months commencing on March 29, 2023. As of September 30, 2023, was deposited into the Trust Account for the benefit of the Public Stockholders. The Company issued an unsecured promissory note in connection with these fundings. See Note 4. On June 26, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Second Meeting”). At the Second Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Second Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from June 28, 2023 to December 28, 2023, or such earlier date as determined by the Board (the “Second Extension”). In connection with the Second Meeting, stockholders holding 1,747,139 Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. Following redemptions, the Company had Prior to the Second Meeting, on June 16, 2023, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 396,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. The Company estimated the aggregate fair value of the shares of Class B common stock attributable to the Holders to be $ or $ per share. The excess of the fair value of the shares of Class B common stock was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T. Liquidity and Going Concern As of September 30, 2023, the Company had $ of cash in its operating account and a working capital deficit of $ . $ of the total current liabilities is related to convertible promissory note-related party that is not expected to be repaid from current assets. During the nine months ended September 30, 2023, $ was withdrawn from the Trust Account to pay tax obligations. During the nine million was withdrawn from the Trust Account to pay tax obligations and approximately $ million was withdrawn for redemptions. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and loans from the Sponsor. Additionally, during the year ended December 31, 2022, approximately $ million of the gain on marketable securities held in the Trust Account was requested and released from the Trust Account in order to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On December 21, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ . Up to $ of the Note may be drawn and used for working capital purposes (a “Working Capital Drawdown”) and up to $ of the Note may be drawn and used to finance deposits to the Trust Account (an “Extension Drawdown”). As of September 30, 2023 there was $ outstanding as a Working Capital Drawdown under this Note and $ outstanding as an Extension Drawdown. As of December 31, 2022, there was $ outstanding as a Working Capital Drawdown under this Note and $ outstanding as an Extension Drawdown. See Note 4. On October 3, 2023, the Company issued an additional unsecured promissory note (the “Second Note”, together with the Note, the “Notes”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ for working capital purposes. Please refer to Note 10. The Company has incurred and expects to incur significant costs in pursuit of its Proposed Business Combination, which resulted in the Company’s accrued expenses being greater than the cash balance in its operating account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, | Note 1-Description Organization and General 7GC & subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company has not commenced any operations. All activity for the period from September 18, 2020 (inception) through December 31, 2022 has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value of derivative warrant liabilities in its consolidated statements of operations. The Company’s fiscal year end is December 31. Sponsor and Financing The Company’s sponsor is 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on December 22, 2020. On December 28, 2020, the Company consummated its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including additional Units to cover over-allotments (the “Over-Allotment Units”), at $ per Unit, generating gross proceeds of $ million, and incurring offering costs of approximately $ million, of which approximately $ million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ million (Note 4). Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ million ($ per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any money market funds meeting certain conditions of Rule 2a-7 With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. This may reduce the amount of interest earned by the funds in the Trust Account. As of December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Nasdaq Stock Market rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Company’s board of directors (the “Board” and such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Banzai International Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”). Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Proposed Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving as an indirect wholly owned subsidiary of the Company (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of 7GC. At the closing of the Transactions (the “Closing”), 7GC will change its name to Banzai International, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market (“Nasdaq”). The Proposed Business Combination values the combined company resulting from the completion of the Proposed Business Combination at a pro forma enterprise value of approximately $ million. Under the terms of the Merger Agreement, the consideration to be paid to security holders of Banzai prior to the First Effective Time (such time as defined in the Merger Agreement and such holders, the “Pre-Closing Holders”) in the First Merger is $ , subject to certain adjustments contained in the Merger Agreement, including a reduction of $ and addition of the 7GC Transaction Expenses (as defined in the Merger Agreement) in excess of the deferred underwriting fees from the Initial Public Offering and $ , in each case as more specifically set forth in the Merger Agreement. The consideration will be paid in stock, comprised of shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “7GC New Class A Shares”), which will have per share, and the Company’s Class B common stock, par value $ per share (the “7GC New Class B Shares”), which will have per share, in each case, as such classes of common stock exist as of immediately following the First Effective Time, and in cash in lieu of any fractional 7GC New Class A Shares or 7GC New Class B Shares that would otherwise be owed to any Pre-Closing Holder, as well as restricted 7GC New Class A Shares subject to the vesting and forfeiture provisions provided for in the Merger Agreement and described in the Merger Agreement (collectively, the “Earn Out Shares”). T he consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the 7GC Stockholder Matters (as defined in the Merger Agreement) by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) the Registration Statement/Proxy Statement (as defined in the Merger Agreement) having become effective, (v) the 7GC New Class A Shares (including the Earn Out Shares) to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) the Company having at least $ of net tangible assets remaining after redemptions by the Company’s stockholders, (vii) consummation of the acquisition by Banzai of Hyros Inc., a Delaware corporation (“Hyros”), pursuant to the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of December 8, 2022 (the “Hyros Purchase Agreement”), by and among Banzai, Hero Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Banzai (the “Hyros Merger Sub”), Hyros and the stockholder representative party thereto (the “Stockholder Representative”), and (vii) customary bring-down conditions. Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, (A) the Company having delivered to Banzai executed copies of the Registration Rights Agreement and the Exchange Agent Agreement (as defined in the Merger Agreement), and evidence that the second amended and restated certificate of incorporation of the Company has been filed with the Secretary of State of Delaware, and (B) the sum of (i) the cash proceeds to be received by the Company at Closing from the Trust Account established by the Company in connection with the Transactions (after, for the avoidance of doubt, giving effect to redemptions by the Company’s stockholders), (ii) the $ equity commitment by GEM Global Yield LLC SCS and GEM Yield Bahamas Limited under the Share Purchase Agreement dated as of May 27, 2022 and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing equaling or exceeding $ . The Company filed a Current Report on Form 8-K Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 28, 2022, within 24 months from the closing of the Initial Public Offering, to June 28, 2023, or such earlier date as determined by the Board (the “Extension”). Also on December 21, 2022, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. Stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following redemptions, the Company has 5,076,777 Public Shares outstanding. After the satisfaction of such redemptions the balance of the Trust Account was approximately $52.1 million. In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $900,000 plus $300,000 for each of the three subsequent calendar months commencing on March 29, 2023. As of December 31, 2022, $900,000 was deposited into the Trust Account for the benefit of the Public Stockholders. The Company issued an unsecured promissory note in connection with these fundings. See Note 4. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $ million of cash in its operating account and a working capital deficit of approximately $ million (excluding the convertible promissory note—related party). During the year ended December 31, 2022, approximately $ million was withdrawn from the Trust Account to pay tax obligations, and as of December 31, 2022, approximately $ of tax obligations can be withdrawn from the Trust Account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and loans from the Sponsor. Additionally, during the year ended December 31, 2022, approximately $ million of the gain on investments held in the Trust Account was requested and released from the Trust Account in order to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no Working Capital Loans outstanding. On December 21, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $2,300,000. Up to $500,000 of the Note may be drawn and used for working capital purposes (a “Working Capital Drawdown”) and up to $1,800,000 of the Note may be drawn and used to finance deposits to the Trust Account (an “Extension Drawdown”). As of December 31, 2022, there was $200,000 outstanding as a Working Capital Drawdown under this Note and $900,000 outstanding as an Extension Drawdown. See Note 4. The Company has incurred and expects to incur significant costs in pursuit of its Proposed Business Combination, which resulted in the Company’s accrued expenses being greater than the cash balance in its operating account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, going concern. If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Board, then the Company will cease all operations except for the purpose of liquidating. Management intends to close the Business Combination prior to the termination date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 28, 2023, or such earlier date as determined by the Board. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 2. Going Concern As of September 30, 2023, the Company had cash of approximately $0.4 million. For the nine months ended September 30, 2023, the Company used approximately $5.04 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of September 30, 2023, the Company had an accumulated deficit of approximately $40.4 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 the Merger described in Note 1, as well as obtaining associated debt and equity financing in the future. If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern. These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. | 2. Going Concern As of August 29, 2023, the Company had cash of approximately $0.2 million. For the year ended December 31, 2022, the Company used approximately $5.17 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, 2022, the Company had an accumulated deficit of approximately $32.36 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 raised an additional $4.0 million by issuing additional subordinated convertible promissory notes between March and July 2023 to various investors. The Company’s plans include the merger described in footnote 1 and 18, as well as obtaining associated debt and equity financing in the future. 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. These accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Banzai and its subsidiary. 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 the In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 long-lived assets and goodwill, expected credit losses, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations. 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 Co mp Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company does not have any cash equivalents. The Company has no significant off-balance-sheet 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 under which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred. As of September 30, 2023 and December 31, 2022, the Company determined expected credit losses of $3,879 and $107,860 was required, respectively. Further, for the nine months ended September 30, 2023 and 2022, the Company recognized bad debt expenses for accounts receivable balances of $37,099 and $44,514, respectively. The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023: Balance—January 1, 2023 $ 107,860 Change in provision for credit losses (103,981 ) Balance—September 30, 2023 $ 3,879 Property and Equipment Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives (3 years for computer equipment). Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of September 30, 2023, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the nine months ended September 30, 2023 and 2022. Deferred Offering Costs In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger. Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022: September 30, December 31, SPAC-related legal fees $ 2,031,323 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 2,291,343 $ 1,524,934 Simple Agreements for Future Equity—SAFE The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480 Distinguishing Liabilities from Equity. The SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying Consolidated Statement of Operations. Concentration of Business and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s cash is deposited in accounts at large financial institutions, and amounts may exceed FDIC federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance At September 30, 2023, no customers accounted for 10% or more of accounts receivable. At December 31, 2022, three customers accounted for 10% or more of accounts receivable with concentrations of 21%, 16%, and 10% and totaling approximately 47% of the total accounts receivable balance as of December 31, 2022. Total revenues from these customers amounted to $259,635 for the twelve months ended December 31, 2022. At September 30, 2023 and December 31, 2022, one supplier accounted for 10% or more of accounts payable. Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of September 30, 2023 2022 Numerator: Net loss attributable to common stock—basic and diluted $ (8,033,477 ) $ (9,006,585 ) Denominator: Weighted average shares—basic and diluted 8,164,050 8,038,527 Net loss per share attributable to common stock—basic and diluted $ (0.98 ) $ (1.12 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of September 30, 2023 2022 Options 1,110,209 860,174 Convertible preferred stock 2,328,823 2,328,823 Total 3,439,032 3,188,997 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 non-current 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 The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. Revenue Recognition Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents (if applicable) are negotiated and signed by both parties. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price. Costs of revenue Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs. Advertising costs Advertising costs are expensed as incurred. Advertising costs were $535,709 and $635,867 for the nine months ended September 30, 2023 and 2022, respectively, which are included in general and administrative expenses on the condensed consolidated statements of operations. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Notes 5 and 10 for further detail. Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the nine months ended September 30, 2023 and 2022. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, convertible notes, notes payable and other current liabilities approximated their fair values as of September 30, 2023 and December 31, 2022. The Company carries convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 5 for fair value information). Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. Recent Accounting Pronouncements Accounting pronouncements recently adopted In June 2016, the FASB issued ASU No. 2016-13, (“ASU 2016-13”), 2016-13 | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Banzai and its subsidiary. 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 subsidiaries are consolidated from the date at which the Company obtains control and are de-consolidated In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring 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 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 revenue recognition, estimates of impairment of long-lived assets, estimates of an accounts receivable allowance for doubtful accounts, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations. 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 c o 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, 2022 and 2021, the Company does not have any cash equivalents. The Company has no significant off-balance-sheet Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of balances due from customers. Payment terms range from due upon receipt, to net 30 days. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. As of December 31, 2022 and 2021, the Company determined an allowance for doubtful accounts of $107,860 and $262,489 was required, respectively. Further, for the years ended December 31, 2022 and 2021, the Company recognized bad debt expenses for accounts receivable balances directly written-off, Property and Equipment Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives (3 years for computer equipment). Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2022, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the years ended December 31, 2022 and 2021. Intangible Assets Definite-lived and indefinite-lived intangible assets arising from business combinations include primarily intellectual property, customer relationships, trade names and trademarks, and developed technology. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. Intangible assets that are considered to be indefinite-lived are not amortized. Management follow a three step impairment assessment accounting policy over definite-lived in tangibl Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of both fixed and intangible assets, for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the carrying value of the asset or asset group is considered to be unrecoverable, an impairment loss is recorded to adjust the carrying amounts to the estimated fair value. The excess of the carrying value of the reporting unit over the estimated fair value was first allocated to the intangibles and then to goodwill. Fair value was determined using the income approach. During 2021, the Company experienced operating losses and net cash outflows from operating activities. Accordingly, management evaluated the ongoing value of the Company’s intangible assets. Based on this evaluation, management determined that intangible assets, representing 100% of the carrying value of the intangible assets recognized as part of the Demio and High Attendance acquisitions (See note 4 for further detail), with a carrying amount of $1,634,242 were impaired and wrote them down to their estimated fair value of $0, as of December 31, 2021. Fair value was based on expected future cash flows using Level 3 inputs under ASC 820 Fair Value Measurements and Disclosures. The cash flows are those expected to be generated by the market participants, discounted using a weighted average cost of capital calculated using guideline public companies. The decline in fair value of these intangibles was due to decreases in the expected future cash flows associated with these assets. There were no impairments of intangible assets recorded for the year ended December 31, 2022. Deferred Offering Costs In 2022, the Company capitalized fees related to the Merger Agreement (see Note 18) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger. Capitalized deferred offering costs consisted of the following, as of December 31, 2022: December 31, SPAC Specific legal fees $ 1,264,914 Investment bank Advisory Services 135,000 Federal Trade Commission filing fees 125,020 Total deferred offering costs capitalized $ 1,524,934 There were deferred offering costs recognized as of December 31, 2021. Simple Agreements for Future Equity-SAFE The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480 Distinguishing Liabilities From Equity sub 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’s cash is deposited in accounts at large financial institutions, and amounts may exceed FDIC federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance At December 31, 2022, three customers accounted for 10 10 At December 31, 2022 and 2021, respectively, one and two suppliers accounted for 10% or more of accounts payable. Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the years. Diluted net loss per share excludes, when applicable, the potential impact of stock options, restricted stock units, 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 years presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of December 31, 2022 2021 Numerator: Net loss attributable to common stock-basic and diluted $ (15,468,502 ) $ (9,981,629 ) Denominator: Weighted average shares-basic and diluted 8,150,270 7,557,173 Net loss per share attributable to common stock-basic and diluted $ (1.90 ) $ (1.32 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of December 31, 2022 2021 Restricted stock — 739,932 Options 603,578 781,715 Convertible preferred stock 2,328,823 2,328,823 Total 2,932,401 3,850,470 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 non-current 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 The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. Revenue Recognition The Financial Accounting Standards Board (“FASB”) issued new guidance that created ASC 606, Revenue from Contracts with Customers 340-40, Other Assets and Deferred Costs-Contracts with Customers The requirements of ASC 606 were adopted as of January 1, 2020, utilizing the full retrospective method of transition, initially applying the guidance as of date of initial application, e.g., January 1, 2020, with no impact to the Company’s financial position and results of operations. Adoption of the new guidance resulted in changes to accounting policies for revenue recognition and deferred costs. Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents (if applicable) are negotiated and signed by both parties. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price. Costs of revenue Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs. Advertising costs Advertising costs are expensed as incurred. Advertising costs were $783,764 and $815,134 for the years ended December 31, 2022 and 2021, respectively, which are included in general and administrative expenses on the consolidated statements of operations. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees Stock Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, 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 statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Notes 7 and 13 for further detail. Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2022 and 2021. The carrying amount of cash equivalents, 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, 2022 and 2021. The Company carries Convertible Notes and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 7 for fair value information). Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration Recent Accounting Pronouncements Accounting pronouncements recently adopted In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 In February 2016, the FASB issued ASU 2016-02, Leases 2016-02”), 2016-02 non-lease On June 20, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2018-07, 2018-07”), 2018-07 505-50 Equity non-employee 2018-07 Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, 2016-13”), new-forward credit losses will require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts. The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller reporting companies. The Company is required to adopt ASU 2016-13 |
7GC Co Holdings INC [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period. The condensed consolidated financial statements include the accounts of 7GC & Co. Holdings Inc., and its subsidiaries where we have controlling financial interests. All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and any marketable securities held in the Trust Account. Any loss incurred or a lack of access to such marketable securities could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Trust Account as of September 30, 2023 and December 31, 2022 was held in an interest-bearing demand deposit account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held no cash equivalents or cash equivalents outside the Trust Account as of September 30, 2023 and December 31, 2022. Marketable Securities Held in the Trust Account The Company’s portfolio of marketable securities held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s marketable securities held in the Trust Account are comprised of U.S. government securities, the marketable securities are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the marketable securities are recognized at fair value. Trading securities and marketable securities in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. In December 2022 the Company instructed the trustee of the Trust Account to liquidate the marketable securities held in the Trust Account and instead to hold the marketable securities in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of September 30, 2023 and December 31, 2022, the marketable securities in the Trust Account are held solely in an interest-bearing demand deposit account. Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current Derivative 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, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the same terms as Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, and shares of Class A common stock, respectively, subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480-10-S99, paid-in paid-in Net Income (loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months For the three months For the nine months For the nine months Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Net income (loss) Allocation of net (loss) income, as adjusted $ (166,056 ) $ (286,764 ) $ 800,767 $ 200,192 $ (870,633 ) $ (1,123,460 ) $ 8,417,320 $ 2,104,330 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 3,329,638 5,750,000 23,000,000 5,750,000 4,455,999 5,750,000 23,000,000 5,780,000 Basic and diluted net (loss) income (loss) per common share $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ (0.20 ) $ (0.20 ) $ 0.37 $ 0.37 The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2023 and December 31, 2022, deferred taxes were offset by their full valuation allowances. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 2-Basis Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 and liabilities and disclosure of contingent assets and liabilities at the date of the 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 the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial The Trust Account as of December 31, 2022 was held in an interest-bearing demand deposit account. As of December 31, 2021, investments held in the Trust Account were comprised of investments in money market funds that invest solely in U.S. Treasury securities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2022 and 2021. Cash and Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. In December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account. Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized on the consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current Derivative 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, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 5,076,777 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480-10-S99, paid-in redemptions and the payments deposited in the Trust Account. The changes in the carrying value of the common stock, subject to possible redemption, result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period. The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income per common share is the same as basic net income per common share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 7,544,075 $ 1,894,106 $ 9,301,767 $ 2,325,442 Denominator: Basic and diluted weighted average common shares outstanding 22,901,791 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share $ 0.33 $ 0.33 $ 0.40 $ 0.40 Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, deferred taxes were offset by their full valuation allowances. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7GC Co Holdings INC [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering | Note 3-Initial On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock, and one-half | Note 3-Initial On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one Public Share and one-half |
Related Party Transaction
Related Party Transaction | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7GC Co Holdings INC [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transactions | Note 4-Related Founder Shares On September 18, 2020, the Sponsor purchased shares of the Company’s Class B common stock, par value $ per share, (the “Founder Shares”) for an aggregate purchase price of $ , or approximately $ per share. On December 1, 2020, the Sponsor transferred Founder Shares to each of the Company’s four director nominees. In December 2020, the Company effected a stock dividend of approximately shares for each share of Class B common stock outstanding, resulting in an aggregate of Founder Shares outstanding. Certain of the initial stockholders then retransferred an aggregate of shares back to the Sponsor. Of the Founder Shares outstanding, up to shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 28, 2020; thus, the Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $ 30-trading On June 16, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Holders in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of shares of Class A common stock of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration the Forfeited Shares and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of Private Placement Warrants at a price of $ per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ million. Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $ per share. Certain proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. On August 4, 2023, the Sponsor entered into a Sponsor Forfeiture Agreement (the “Sponsor Forfeiture Agreement”) with the Company and Banzai, pursuant to which, contingent upon Closing, the Sponsor agreed to forfeit all of its Private Placement Warrants to purchase shares of the Company’s Class A common stock, exercisable at $ per share (the “Forfeited Private Placement Warrants”), acquired by the Sponsor in December 2020 in connection with the Initial Public Offering. At the Closing, the Forfeited Private Placement Warrants shall be transferred from the Sponsor to the Company for cancellation in exchange for no consideration and the Company shall retire and cancel all of the Forfeited Private Placement Warrants. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $ million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ per Warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, the Company had nothing outstanding under this Working Capital Loan. On December 21, 2022, the Company issued the Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ . Up to $ of the Note may be drawn and used for Working Capital Drawdowns and up to $ of the Note may be drawn and used for Extension Drawdowns. The Company borrowed $ under the Note on December 21, 2022, $ of which was an Extension Drawdown and $ of which was a Working Capital Drawdown. The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $ par value per share, of the Company (the “Converted Shares”) equal to the principal amount of the Note so converted divided by $ . The terms of the Converted Shares, if issued, will be identical to the terms of the Company’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On February 9, 2023 the Company borrowed an additional $ under the Note which was a Working Capital Drawdown. During the three months ended June 30, 2023 an additional $ was borrowed under the Working Capital Drawdown, for a total outstanding of $ . During the three months ended June 30, 2023 an additional $ was borrowed as an Extensions drawdown, for a total outstanding of $ ] . additional borrowing during the three and nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022 $ and $ was outstanding on the loan, respectively. On October 3, 2023, the Company issued the Second Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ for working capital purposes. The Second Note does t bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account established in connection with the Company’s Initial Public Offering upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into that number of the Converted Shares, equal to the principal amount of the Second Note so converted divided by $ . Administrative Support Agreement The Company agreed to pay $ a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the three and nine months ended September 30, 2023 and 2022, the Company incurred approximately $ and $ in expenses for these services. These expenses were included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations. There was $ and $ outstanding balance for such services as of September 30, 2023 and December 31, 2022, respectively. Due to Related Party In the three and nine months ended September 30, 2023, the Sponsor paid certain expenses on behalf of the Company. As of September 30, 2023, the outstanding balance for such advances were approximately $ which was included in due to related party in current liabilities on the accompanying condensed consolidated balance sheets. There was $ of such advances outstanding as of December 31, 2022. | Note 4-Related Founder Shares On September 18, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share. On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees. In December 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding. Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor. Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 28, 2020; thus, the 750,000 Founder Shares were no longer subject to forfeiture. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.4 million. Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note - Related Party On September 18, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Initial Note”). This loan was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, if specified by the note, at the lenders’ discretion, up to $1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ per Warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, the Company had no WorkingCapital Loans outstanding. On December 21, 2022, the Company issued the Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $2,300,000. Up to $500,000 of the Note may be drawn and used for Working Capital Drawdowns and up to $1,800,000 of the Note may be drawn and used for Extension Drawdowns. The Company borrowed $1,100,000 under the Note on December 21, 2022, $900,000 of which was an Extension Drawdown and $200,000 of which was a Working Capital Drawdown. The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $0.0001 par value per share, of the Company (the “Converted Shares”) equal to the principal amount of the Note so converted divided by $10.00. The terms of the Converted Shares, if issued, will be identical to the terms of the Company’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On February 9, 2023 the Company borrowed an additional $177,500 under the Note which was a Working Capital Drawdown. Administrative Support Agreement The Company agreed to pay $10,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor. Services commenced on the date the securities were first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. In each of the years ended December 31, 2022 and 2021, the Company incurred and paid approximately $120,000 in expenses for these services. These expenses were included in general and administrative expenses in the accompanying consolidated statements of operations. There was no outstanding balance for such services as of December 31, 2022 and 2021. Due to Related Party The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7GC Co Holdings INC [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Derivative Warrant Liabilities | Note 6-Derivative As of September 30, 2023 and December 31, 2022, the Company had Public Warrants and Private Placement Warrants outstanding. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the marketable securities held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the marketable securities held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable | Note 6-Derivative As of December 31, 2022 and 2021, the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7GC Co Holdings INC [Member] | ||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | ||
Class A Common Stock Subject to Possible Redemption | Note 7-Class The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue shares of Class A common stock with a par value of $ per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were and shares of Class A common stock outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets. On December 2, 2022 and June 26, 2023, the Company held the stockholders meetings described in Note 1. Stockholders holding and Public Shares exercised their right to redeem such shares for a pro rata portion of the marketable securities in the Trust Account. In addition, as of September 30, 2023 and December 31, 2022, $ was deposited by the Company in to the Trust Account for the benefit of the public stockholders. As of September 30, 2023, shares of Class A common stock have been exercised for redemption and were classified as liabilities at approximately $ per share. The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Class A common stock issuance costs (12,403,774 ) Fair value of Public Warrants at issuance (13,340,000 ) Plus: Remeasurement of Class A common stock to redemption value 28,519,292 Redemption of Class A common stock (180,858,526 ) Class A common stock subject to possible redemption, December 31, 2022 51,916,992 Remeasurement of Class A common stock to redemption value 2,003,593 Redemption of Class A common stock (18,443,646 ) Class A common stock subject to possible redemption, September 30, 2023 $ 35,476,939 | Note 7-Class The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 5,076,777 and In addition, as of December 31, 2022, $900,000 was deposited by the Company in to the Trust Account for the benefit of the public stockholders. The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (13,340,000 ) Class A common stock issuance costs (12,403,774 ) Plus: Accretion of carrying value to redemption value 25,743,774 Class A common stock subject to possible redemption, December 31, 2021 230,000,000 Less: Redemption of Class A common stock subject to possible redemption (180,858,526 ) Plus: Increase in redemption value of Class A common stock subject to 2,775,518 Class A common stock subject to possible redemption, December 31, 2022 $ 51,916,992 |
Business Combinations & Asset A
Business Combinations & Asset Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations & Asset Acquisitions | 4. Business Combinations & Asset Acquisitions Acquisition of Demio, Inc. On February 19, 2021, the Company completed its business acquisition of 100% of the equity interests of Demio, Inc. (“Demio”), pursuant to the Agreement and Plan of Merger, dated January 29, 2021. Demio, a Florida corporation, is a developer of a cloud-based webinar platform designed to engage and covert audiences through live conversations. Demio’s solution is designed to help businesses create, launch and manage live, automated or recorded webinars, facilitating engagement with prospects as well as clients. The purpose of this acquisition was to strategically integrate Demio’s webinar platform into Banzai’s growing list of offerings. The purchase price of Demio consisted of cash consideration of $3,400,000. The Company also issued (i) 1,213,346 shares of Banzai restricted Class A Common Stock to the selling shareholders and founders of Demio and (ii) up to an aggregate of $2,000,000 payable in cash (the “Earnout liability”). The vesting of the equity consideration and the cash payments are contingent upon the achievement of revenue targets of the combined company. Contingent consideration is payable upon the achievement of a target of $4,000,000 in revenues attributable to Demio for two discrete 12-month 12-month Pursuant to the Agreement and Plan of Merger, one hundred percent (100%) of the restricted shares shall initially be deemed unvested and subject to forfeiture. One-half one-half Assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. Also, current assets and liabilities were recorded at their carrying amounts, which are deemed to approximate their respective fair values given their short-term nature. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. The estimated fair value of the acquired intangible assets was determined using a method which reflects the present value of the operating cash flows generated by this asset after taking into account the cost to realize the revenue, and an appropriate discount rate to reflect the time value and risk associated with the invested capital. These assets are subject to impairment testing. Goodwill of $2,171,526 arising from the acquisition equates to the residual intangible asset that generates earnings in excess of a normal return on all other tangible and intangible assets. Under the residual method, the fair value of goodwill is determined by subtracting the fair value of the identified net tangible and intangible assets from the fair value of the total purchase consideration. The goodwill is primarily attributable to the synergies that are expected to result from combining the operations of the Company and Demio. Specifically, the goodwill of the acquired company is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. All of the goodwill was assigned to the Company’s only segment. None of the goodwill recognized is expected to be deductible for income tax purposes. In connection with the business acquisition, the Company incurred acquisition costs of approximately $185,000 that were recognized in general and administrative expenses. Total Consideration Paid Closing cash price $ 3,400,000 Total purchase price $ 3,400,000 The table below sets forth the allocation of the fair value of the Demio net assets acquired and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition. Assets Cash and cash equivalents $ 233,352 Property, plant and equipment 6,265 Technology 1,169,000 Trade names and trademarks 546,000 Goodwill 2,171,526 Total assets 4,126,143 Liabilities Accounts payable and other accrued expenses 180,117 Deferred revenue 136,568 Deferred tax liability 409,458 Total liabilities 726,143 Total net assets acquired 3,400,000 Cash Paid at Closing 3,400,000 Total purchase price $ 3,400,000 The Company’s consolidated financial statements for the year ended December 31, 2021 include the results of operations of Demio since February 20, 2021 during which period Demio contributed revenues of approximately $3,468,000 and a net loss of approximately $770,000. On an unaudited pro forma basis, the revenues and net income of the Company assuming the acquisition had occurred on January 1, 2021, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2021, nor is the financial information indicative of the results of future operations. Revenue (unaudited) Earnings/(Loss) (unaudited) Actual from February 20, 2021 through December 31, 2021 $ 3,468,000 $ (770,000 ) Fiscal 2021 supplemental pro forma from January 1, 2021 through December 31, 2021 $ 6,106,442 $ (9,734,298 ) The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported unaudited pro forma revenue and earnings. These unaudited pro forma amounts have been calculated after applying the Company’s accounting policies. In 2021, the Company incurred approximately $185,000 of acquisition-related costs. These expenses are included in general and administrative expenses on the Company’s consolidated income statement for the year ended December 31, 2021 and are reflected in pro forma earnings for the year ended December 31, 2021 in the table above. Revenue and earnings from Demio is $899,232 and $247,331, respectively for the period from January 1, 2021 through February 19, 2021. |
Asset Disposal
Asset Disposal | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquisition [Abstract] | |
Asset Disposal | 5. Asset Disposal Acquisition of High Attendance Assets On August 14, 2020, in connection with the terms and conditions of the Asset Purchase Agreement (the “Agreement”) by and among the Company and High Attendance, the Company acquired intellectual property and fixed assets of High Attendance in exchange for $449,000 cash and 133,257 restricted shares of Class A Common Stock of the Company (the “Purchase”). The Purchase was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in one asset class, Technology. The Purchase was initiated by the Company to acquire High Attendance’s Technology to be incorporated into products of the Company. There was $49,000 of transaction costs incurred by the Company relating to the Purchase. The restrictions on the Class A Common Stock are subject to High Attendance meeting certain service requirements over a two-year The following table represents the purchase price: Cash $ 400,000 Transaction costs 49,000 Total purchase price $ 449,000 The following table represents the net assets acquired: Assets: Technology $ 436,000 Trade names and trademarks 13,000 Net assets acquired $ 449,000 High Attendance’s assets were measured and recognized as an allocation of the purchase price based on their relative fair values as of the transaction date. Disposal of High Attendance Assets On July 1, 2022, the Company sold the assets and liabilities of High Attendance back to its former owner (the “Buyer”), from whom the assets were originally purchased during the year ended December 31, 2020 pursuant to an Asset Purchase Agreement. At the time of the sale, the Buyer was employed by and a shareholder of the Company. The sale was accounted for as a nonmonetary transaction as the Company determined the sale of the High Attendance asset group represents the rescission of the prior acquisition of these assets in the asset acquisition which occurred during the year ended December 31, 2020. The assets and liabilities of High Attendance were exchanged for the cancellation of 133,257 shares of restricted Class A Common Stock of the Company, par value $0.0001 per share, held by the former owner of High Attendance, and which were previously granted to the Buyer as consideration for the acquisition of High Attendance during the year ended December 31, 2020. As additional consideration for the Buyer’s assumption of liabilities relating to the purchased assets of High Attendance, the Company paid $17,500 to the Buyer at closing. The shares of restricted Class A Common Stock had vesting terms over 24 months In accordance with the provisions of ASC 845 Nonmonetary Transactions The following summarizes the activity related to the High Attendance assets in 2022 and 2021: Carrying Value Acquisition of High Attendance assets $ 449,000 Amortization of High Attendance assets (56,125 ) High Attendance assets-December 31, 2020 392,875 Amortization of High Attendance assets (149,666 ) Impairment of High Attendance assets (243,209 ) High Attendance assets-December 31, 2021 $ — |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 4. Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company’s services include providing end-to-end in-person As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30-day Banzai’s Management believes its exposure to Credit Risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. The Company follows the provisions of ASC 606, under which the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognize revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Nature of Goods and Services The following is a description of the Company’s goods 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 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 There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers: Nine Months Ended September 30, 2023 2022 Amount Percentage of Amount Percentage of Americas $ 2,041,393 59 % $ 2,679,437 62 % Europe, Middle East and Africa (EMEA) 1,157,712 33 % 1,300,286 30 % Asia Pacific 279,689 8 % 332,708 8 % Total $ 3,478,794 100 % $ 4,312,431 100 % Contract Balances Accounts Receivable, Net A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. The timing of revenue recognition may differ from the timing of invoicing to customers. Opening Balance Closing Balance Opening Balance Closing Balance Accounts receivable, net $ 68,416 $ 94,398 $ 74,727 $ 141,408 Costs to Obtain a Contract Sales commissions, the principal costs incurred to obtain a contract are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the nine months ended September 30, 2023 and 2022, commission expenses were $283,210 and $311,149, respectively. Capitalized commissions at September 30, 2023 and December 31, 2022 were $21,546 and $69,737 respectively. The following summarizes the costs to obtain a contract activity during the nine months ended September 30, 2023: Balance—December 31, 2022 $ 69,737 Commissions incurred 200,550 Deferred commissions recognized (248,741 ) Balance—September 30, 2023 $ 21,546 | 6. Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company’s services include providing end-to-end in-person As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30 days payment terms with the payment made directly through check or electronic means. Banzai’s Management believes its exposure to Credit Risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. The Company follows the provisions of ASC 606, under which the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognize revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Nature of Goods and Services The following is a description of the Company’s goods 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 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 Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers: Year Ended December 31, 2022 2021 Amount Percentage of Amount Percentage of Americas $ 3,307,129 62 % $ 3,521,217 68 % Europe, Middle East and Africa (EMEA) 1,588,539 30 % 1,351,589 26 % Asia Pacific 437,311 8 % 334,404 6 % Total $ 5,332,979 100 % $ 5,207,210 100 % Contract Balances Accounts Receivable 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. 12/31/2022 12/31/2021 Opening Balance Closing Balance Opening Balance Closing Balance Accounts receivable, net $ 74,727 $ 68,416 $ 32,137 $ 74,727 Costs to Obtain a Contract Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the years ended December 31, 2022 and 2021, commission expenses were $434,446 and $513,293, respectively. Capitalized commissions at the years ended 2022 and 2021 were $69,737 and $90,662, respectively. The following summarizes the Costs to obtain a contract activity in 2022 and 2021: Balance-December 31, 2020 $ 136,276 Commissions Incurred 407,035 Deferred Commissions Recognized (452,649 ) Balance-December 31, 2021 90,662 Commissions Incurred 343,003 Deferred Commissions Recognized (363,928 ) Balance-December 31, 2022 $ 69,737 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | 5. 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 nine months ended September 30, 2023 and 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Non-recurring The fair value of non-financial non-recurring Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured non-financial re-measured The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2023 December 31, 2022 Liabilities: Bifurcated embedded derivative liabilities 3 $ 1,552,781 $ 893,216 Bifurcated embedded derivative liabilities—related party 3 $ 3,024,219 $ 1,889,084 SAFE 3 $ 644,146 $ 829,139 SAFE—related party 3 $ 6,709,854 $ 8,636,861 Bifurcated Embedded Derivative Liability The fair value of the embedded put option was determined using a Black Scholes option pricing model. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s consolidated statements of operations will reflect the volatility in these estimate and assumption changes. Refer to Note 10 for further details. The following tables set forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Fair Value Related Party Third Party Balance at December 31, 2021 $ — $ 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,365,300 619,700 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) — Change in fair value 592,409 268,891 Balance at December 31, 2022 1,889,084 893,216 Issuance of convertible notes with bifurcated embedded derivative 1,062,776 623,065 Change in fair value 72,359 36,500 Balance at September 30, 2023 $ 3,024,219 $ 1,552,781 Simple Agreements for Future Equity (SAFE) During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”). In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The number of shares required to be issued to settle the SAFEs at the equity financing is variable, because that number will be determined by the discounted fair value of the Company’s equity shares on the date of settlement (i.e., Discount Price). Regardless of the fair value of the shares on the date of settlement, the holder will receive a fixed monetary value based on the Purchase Amount of the SAFE. If there is a Liquidity Event or SPAC Transaction before the settlement or termination of the SAFEs, the SAFEs will automatically be entitled to receive a portion of Proceeds, due and payable immediately prior to, or concurrent with, the consummation of such Liquidity Event or SPAC Transaction, equal to the greater of (i) two times (2x) the Purchase Amount (the “Cash-Out The fair value of the SAFEs was determined using a scenario-based method for the pre-modification The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 11 for further detail), which represents a recurring fair value measurement at the end of each reporting period: Fair Value Related Party Third Party Balance at December 31, 2021 $ 3,062,956 $ 294,044 Change in fair value 4,001,825 384,175 Loss on modification 1,572,080 150,920 Balance at December 31, 2022 8,636,861 829,139 Change in fair value (1,927,007 ) (184,993 ) Balance at September 30, 2023 $ 6,709,854 $ 644,146 | 7. Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2022 and 2021. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Non-recurring The fair value of non-financial non-recurring non-financial non-recurring Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured non-financial re-measured The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Liabilities: Bifurcated embedded derivative liabilities 3 $ 893,216 $ 4,000 Bifurcated embedded derivative liabilities-related party 3 $ 1,889,084 $ — SAFE 3 $ 829,139 $ 294,044 SAFE-related party 3 $ 8,636,861 $ 3,062,956 Bifurcated Embedded Derivative Liability The fair value of the embedded put option was determined using a Black Scholes option pricing model. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s consolidated statements of operations will reflect the volatility in these estimate and assumption changes. Refer to Note 13 for further details. The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Fair Value Related Party Third Party Balance at December 31, 2020 $ — $ — Issuance of CP BF convertible notes with bifurcated embedded derivative — 3,000 Change in fair value — 1,000 Balance at December 31, 2021 — 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,365,300 619,700 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) — Change in fair value 592,409 268,891 Balance at December 31, 2022 $ 1,889,084 $ 893,216 Simple Agreements for Future Equity (SAFE) During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”) with both related and unrelated parties. In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The number of shares required to be issued to settle the SAFEs at the equity financing is variable, because that number will be determined by the discounted fair value of the Company’s equity shares on the date of settlement (i.e., Discount Price). Regardless of the fair value of the shares on the date of settlement, the holder will receive a fixed monetary value based on the Purchase Amount of the SAFE. If there is a Liquidity Event or SPAC Transaction before the settlement or termination of the SAFEs, the SAFEs will automatically be entitled to receive a portion of Proceeds, due and payable immediately prior to, or concurrent with, the consummation of such Liquidity Event or SPAC Transaction, equal to the greater of (i) two times ( 2 “Cash-Out The fair value of the SAFEs was determined using a scenario-based method for the pre-modification The following table sets forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 14 for further detail), which represents a recurring fair value measurement at the end of each reporting period: Fair Value Related Party Third Party Balance at December 31, 2020 $ — $ — Issuance of SAFEs 3,500,000 336,000 Change in fair value (437,044 ) (41,956 ) Balance at December 31, 2021 3,062,956 294,044 Change in fair value 4,001,825 384,175 Loss on modification 1,572,080 150,920 Balance at December 31, 2022 $ 8,636,861 $ 829,139 |
7GC Co Holdings INC [Member] | ||
Fair Value Measurements | Note 9-Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public $ — $ 1,035,000 $ — Derivative warrant liabilities - Private Placement $ — $ 661,500 $ — December 31, 2022 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public $ 805,000 $ — $ — Derivative warrant liabilities - Private Placement $ — $ 514,500 $ — There were assets that were required to be measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant due to the low probability of the redemption feature only applicable to the Public Warrants being triggered. The Public Warrants were transferred to Level 2 in the first quarter of 2023 due to the low trading volume of the security. The fair values of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair values of the Private Placement Warrants have continued to be measured using a similar simulation model through September 30, 2023. The fair values of Public Warrants have been measured based on the listed market price of such warrants, until December 31, 2022 until trading volume decreased and the public warrants were valued in a similar manner as the private warrants. In the periods three months and nine months ended September 30, 2023 and year ended December 31, 2022, the Company recognized a benefit (loss) of approximately $0 million, $ million and $ million, respectively, resulting from changes in the fair value of the derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities in the accompanying condensed consolidated statements of operations. The estimated fair values of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, were initially determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The changes in the fair value of the Level 3 derivative warrant liabilities for the nine months ended September 30, 2022, are summarized as follo w 2022 Derivative warrant liabilities at January 1, $ 4,557,000 Change in fair value of derivative warrant liabilities (2,793,000 ) Transfer of Public Warrants to Level 1 — Derivative warrant liabilities at March 31, 2022, 1,764,000 Change in fair value of derivative warrant liabilities (1,102,500 ) Derivative warrant liabilities at June 30, 2022 $ 661,500 Change in fair value of derivative warrant liabilities (514,500 ) Derivative warrant liabilities at September 30, 2022 $ 147,000 | Note 9-Fair The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public $ 805,000 $ — $ — Derivative warrant liabilities - Private Placement $ — $ 514,500 $ — December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 230,023,192 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 7,015,000 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 4,557,000 There were no assets that were required to be measured at fair value on a recurring basis as of December 31, 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant due to the low probability of the redemption feature only applicable to the Public Warrants being triggered. At December 31, 2021, Level 1 instruments include investments in U.S. government securities and investments in money market and mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value s s s In the years ended December 31, 2022 and 2021, the Company recognized a benefit of approximately $10.3 million and approximately $14.3 million, respectively, resulting from decreases in the fair value of the derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities in the accompanying consolidated statements of operations. The estimated fair value s were initially zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, 2021 Volatility 5.7 % Stock price $ 9.76 Time to M&A (Yr) 0.50 Risk-free rate 1.31 % Dividend yield 0.0 % T Derivative warrant liabilities $ 25,856,500 Transfer of Public Warrants to Level 1 (8,740,000 ) Change in fair value of derivative warrant liabilities (12,559,500 ) Derivative warrant liabilities at December 31, 2021 $ 4,557,000 Change in fair value of derivative warrant liabilities (4,410,000 ) Transfer of Private Placement Warrants to Level 2 (147,000 ) Derivative warrant liabilities at December 31, 2022 $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment, net consisted of the following at the dates indicated: December 31, 2022 2021 Computers and equipment 30,866 20,061 Less: accumulated depreciation (19,063 ) (9,475 ) Property and equipment, net $ 11,803 $ 10,586 Depreciation expense for the years ended December 3 1, 2 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: September 30, 2023 December 31, 2022 Prepaid expenses and other current assets: Prepaid data license and subscription costs 6,250 3,124 Prepaid consulting costs 16,539 40,000 Prepaid advertising and marketing costs — 32,178 Prepaid merchant fees 26,600 26,401 Prepaid insurance costs 25,173 15,430 Prepaid software costs 24,620 10,255 Other current assets 44,129 136,382 Total prepaid expenses and other current assets $ 143,311 $ 263,770 | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: December 31, 2022 2021 Prepaid expenses and other current assets: Prepaid data license and subscription costs 3,124 23,344 Prepaid consulting costs 40,000 — Prepaid advertising and marketing costs 32,178 — Prepaid merchant fees 26,401 26,513 Prepaid insurance costs 15,430 8,992 Prepaid software costs 10,255 73,017 Prepaid interest — 387,724 Prepaid employee benefit costs — 19,056 Other current assets 136,382 129,210 Total prepaid expenses and other current assets $ 263,770 $ 667,856 |
Goodwill
Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | 7. Goodwill The following summarizes our goodwill activity in 2023: Total Goodwill—December 31, 2022 $ 2,171,526 Goodwill—September 30, 2023 $ 2,171,526 As the Company has one operating segment which was deemed to be its only reporting unit, goodwill is allocated to that one reporting unit and the carrying value is determined based on the equity of the entire company for purposes of evaluating goodwill impairment. As of December 31, 2022, the date of the last goodwill impairment analysis, the reporting unit had a negative carrying value of $19,252,093. As of December 31, 2022, the estimated enterprise fair value for the one identified reporting unit was approximately $99.4 million. No impairment of goodwill was identified as of December 31, 2022. | 10. Goodwill The following summarizes our goodwill activity in 2022 and 2021: Total Goodwill-January 1, 2021 $ — Acquisition of Demio 2,171,526 Impairment — Goodwill-December 31, 2021 2,171,526 Impairment — Goodwill-December 31, 2022 $ 2,171,526 As the Company has one operating segment which was deemed to be its only reporting unit, goodwill is allocated to that one unit and the carrying value is determined based on the equity of the entire company for purposes of evaluating goodwill impairment. As of December 31, 2022 and 2021, the reporting unit had a negative carrying value of $19,252,093 and $8,593,627, respectively. As of December 31, 2022 and 2021, the estimated enterprise fair value for the one identified reporting unit was $99,410,104 and $19,574,000, respectively. No impairment of goodwill was identified as of December 31, 2022 and 2021, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued and Other Current Liabilities | 8. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated: September 30, 2023 December 31, 2022 Accrued and other current liabilities: Sales tax payable 306,910 230,617 Deposits 54,102 — Accrued streaming service costs 33,286 — Accrued legal costs 27,456 31,355 Accrued subscription costs 24,180 28,774 Accrued accounting and professional services costs 49,000 94,573 Accrued payroll and benefit costs 55,703 95,947 Accrued offering costs — 261,090 Other current liabilities 66,709 3,017 Total accrued and other current liabilities $ 617,346 $ 745,373 | 11. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated: December 31, 2022 2021 Accrued and other current liabilities: Accrued offering costs $ 261,090 $ — Sales Tax Payable 230,617 113,526 Accrued payroll and benefit costs 95,947 106,257 Accrued accounting and professional services costs 94,573 30,000 Accrued legal costs 31,355 — Accrued subscription costs 28,774 35,139 Accrued advertising and marketing costs — 37,500 Accrued streaming service costs — 33,310 Other current liabilities 3,017 5,000 Total accrued and other current liabilities $ 745,373 $ 360,732 |
Deferred Revenue
Deferred Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Contract with Customer, Liability [Abstract] | ||
Deferred Revenue | 9. 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 The change in deferred revenue was as follows for the periods indicated: Nine Months Ended 2023 Year Ended 2022 Deferred revenue, beginning of period $ 930,436 $ 1,060,040 Billings 3,401,102 5,040,665 Revenue recognized (prior year deferred revenue) (915,931 ) (1,004,697 ) Revenue recognized (current year deferred revenue) (2,524,599 ) (4,165,572 ) Deferred revenue, end of period $ 891,008 $ 930,436 | 12. Deferred Revenue Deferred revenue represents amounts that have been invoiced 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 no The change in deferred revenue was as follows for the years indicated: December 31, 2022 2021 Deferred revenue, beginning of period $ 1,060,040 $ 604,134 Billings 5,040,665 5,127,696 Revenue recognized (prior year deferred revenue) (1,004,697 ) (482,126 ) Revenue recognized (current year deferred revenue) (4,165,572 ) (4,304,195 ) Deferred revenue balance acquired (Demio) — 114,531 Deferred revenue, end of period $ 930,436 $ 1,060,040 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 10. Debt Convertible Notes Convertible Notes—Related Party On March 21, 2022, the Company issued a subordinated convertible promissory note (“Old Alco Note”) for a principal sum of $2,000,000 to Alco Investment Company (“Alco”), a related party. Alco held approximately 5 12-month The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see Note 5) of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative. Discounts to the principal amounts were included in the carrying value of the Old Alco Note and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $151,000 debt discount upon issuance of the Old Alco Note. For the nine months ended September 30, 2022, interest expense on the Old Alco Note totaled $124,621, comprised of $100,274 of contractual interest and $24,347 for the amortization of the discount. The effective interest rate was 20% prior to the exchange of the Old Alco Note as noted below. On July 19, 2022, the Company and Alco entered into an exchange agreement whereby Alco and the company agreed to the cancellation of the Old Alco Note in exchange for the issuance of a new subordinated convertible promissory note in the principal amount of $2,101,744 (representing the principal amount plus accrued interest under the Old Alco Note) (the “New Alco Note”). In accordance with ASC 470 Debt, the Company treated the Old Alco Note as extinguished and recognized a loss on debt extinguishment of $56,653, determined by the sum of the fair value of the New Alco Note in excess of the carrying value of the Old Alco Note less the bifurcated embedded derivative liability at the time of the modification. Between July and September 2022, the Company issued additional subordinated convertible notes (together with the New Alco Note, the “2022 Related Party Convertible Notes”) for an aggregate amount of $4,100,538 to related parties Alco and DNX. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Related Party Convertible Notes, the “Related Party Convertible Notes”) for an aggregate amount of $2,533,000 to related parties Alco, DNX and William Bryant. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. William Bryant will become a member of the Board of Directors upon completion of the Merger. The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 5). Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $1,279,840 debt discount upon issuance of the above described Related Party Convertible Notes, which is comprised of $1,262,026 related to the bifurcated derivative and $17,814 of debt issuance costs. During the nine months ended September 30, 2023, the Company recorded a $1,107,016 debt discount upon issuance of additional Related Party Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Related Party Convertible Notes totaled $ , comprised of $ of contractual interest and $ for the amortization of the discount. The effective interest rate for each of the Related Party Convertible Notes ranged from % to % as of September 30, 2023. Convertible Notes—Third Party Between July and September 2022, the Company issued additional subordinated convertible notes (the “2022 Third Party Convertible Notes”) for an aggregate amount of $1,861,206 to third-party creditors. Between March and September 2023, the Company issued additional subordinate convertible notes (together with the 2022 Third Party Convertible Notes, the “Third Party Convertible Notes”) for an aggregate amount of $1,485,000 to third-party creditors. The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest In March 2023, the 2022 Third Party Convertible Notes were amended to extend the maturity to December 31, 2023 . The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 5). Discounts to the principal amounts are included in the carrying value of the Third Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $580,056 debt discount upon issuance of the Third Party Convertible Notes, which is comprised of $571,974 related to the bifurcated derivative and $8,082 of debt issuance costs. During the nine months ended September 30, 2023, the Company recorded a $578,825 debt discount upon issuance of additional Related Party Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Related Party Convertible Notes totaled $711,050, comprised of $142,717 of contractual interest and $568,333 for the amortization of the discount. The effective interest rate for each of the Related Party Convertible Notes ranged from 28% to 110% as of September 30, 2023. The following table presents the Related Party and Third Party Convertible Notes, respectively, as of September 30, 2023: Related Party Third Party Face value of the convertible notes $ 6,633,538 $ 3,346,206 Debt discount, net (666,402 ) (430,808 ) Carrying value of the convertible notes 5,967,136 2,915,398 Accrued interest 497,961 191,418 Total convertible notes and accrued interest $ 6,465,097 $ 3,106,816 The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,100,538 $ 1,861,206 Debt discount, net (828,089 ) (419,601 ) Carrying value of the convertible notes 3,272,449 1,441,605 Accrued interest 152,578 48,702 Total convertible notes and accrued interest $ 3,425,027 $ 1,490,307 Promissory Notes On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $150,000 to Alco Investment Company, a related party. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. 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 October 31, 2023. As of September 30, 2023, $150,000 of principal and $1,052 of accrued interest is outstanding under the Alco August Promissory Note recorded in note payable—related party on the condensed balance sheets. On September 13, 2023, the Company issued a subordinate promissory note (“Alco September Promissory Note”) in the aggregate principal amount of up to $1,500,000 to Alco Investment Company, a related party. The Alco September Promissory Note bears interest at a rate of 8% per annum. The outstanding principal and accrued interest are due and payable on January 10, 2024. As of September 30, 2023, $1,000,000 of principal and $3,945 of accrued interest is outstanding under the Alco September Promissory Note recorded in note payable—related party on the condensed consolidated balance sheets. Term and Convertible Notes (CP BF) On February 19, 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) for $8,000,000 (the “Loan Agreement”). The Loan Agreement was comprised of a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with the option upon the request of the Company for Additional Loan (“Additional Loan”) principal amount of up to $7,000,000, evidenced by additional notes with 81.25% of the principal amount of such Additional Loan being evidenced by a Term Note, and 18.75% of the principal amount of such an Additional Loan being evidenced by a Convertible Note. The Term Note bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date. Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the Term Note will bear cash interest at a per annum rate of 20% (“Default Rate”) and no PIK interest shall accrue at any time during an Event of Default and the Convertible Note will bear PIK Interest at a per annum at the Default Rate. Additionally, the Company may voluntarily prepay the Principal of the Loans, in accordance with their terms, in whole or in part at any time. On the date of any such prepayment, the Company will owe to Lender: (i) all accrued and unpaid Cash Interest with respect to the principal amount so prepaid through the date the prepayment is made; (ii) if such prepayment is prior to the twelve-month anniversary of the Closing Date, all unpaid interest (including for the avoidance of doubt, PIK Interest and Cash Interest) with respect to the principal amount so prepaid that would have been due and payable on or prior to the twelve-month anniversary of the Closing Date had the Loans remained outstanding until such twelve-month anniversary date (the “Yield Maintenance Premium”); (iii) the Exit Fee with respect to the principal amount so prepaid, calculated as % of the outstanding principal balance of the Loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the Loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iv) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid. The Loan Agreement contains customary covenants, including restrictions on the Company’s ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement. The Loan Agreement is secured by a first-priority Lien (subject to Permitted Liens) on and security interest in the Collateral pursuant to the terms of the Collateral Documents. The Loan Agreement named Joseph Davy, CEO, as Guarantor, and per the term of the Loan Agreement, he is willing to guarantee the full payment, performance and collection of all of the Credit Parties’ obligations thereunder and under the Loan Agreement, all as further set forth therein. For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by CP BF or cured to the satisfaction of Lender, subject to the exercise of customary commercial underwriting standards in determining such satisfaction, Lender may, without notice or demand to the Credit Parties declare the unpaid principal of and any accrued interest shall be immediately due and payable. While the Company and the Lender are engaged in good faith discussions to resolve these matters, no agreement to resolve such matters has been reached and all of the Loans remain in default for the reasons stated above, and the Lender is not presently exercising remedies, which the Lender reserves the right to so do at any time. On August 24, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with CP BF Lending. Under the terms of this Forbearance Agreement, and as a result of the Company’s non-compliance On February 19, 2021, the Company capitalized $310,589 and $71,674 of costs associated with the issuance of the Term Note and Convertible Notes, respectively, and amortizes these costs to interest expense over the term of the debt, using the effective interest method. The capitalized debt issuance costs are presented as a reduction of the carrying value of the Term Note and Convertible Notes. The embedded redemption put feature upon a Prepayment and Default Interest triggering events that are unrelated to the creditworthiness of the Company are not clearly and closely related to the debt host instrument, were separated and bundled together, as a derivative and assigned probabilities of being affected and initially measured at fair value in the amount of $3,000. Subsequent changes in fair value of the feature will be recognized as a gain or loss in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (See Note 5). On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Note in replacement for a Convertible Note (“First Amendment Convertible Note”) in the principal amount of $321,345, which is not considered an Additional Loan as defined above. The First Amendment Convertible Note has the same features as the Convertible Note described above. Discounts to the principal amounts, relating to the debt issuance costs and embedded features, are included in the carrying value of the Convertible Notes and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $2,000 debt discount upon issuance of the Convertible Notes. For the nine months ended September 30, 2023, interest expense on the Term Note totaled $849,377, comprised of $789,982 of contractual interest and $59,395 for the amortization of the discount. The effective interest rate for the Term Note was 16% for nine months ended September 30, 2023 and 2022. For the nine months ended September 30, 2023, interest expense on the Convertible Notes totaled $309,564, comprised of $289,892 of contractual interest and $19,672 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16% and 16%, respectively, for the nine months ended September 30, 2023 and 2022. For the nine months ended September 30, 2022, interest expense on the Term Note totaled $827,750, comprised of $778,066 of contractual interest and $49,684 for the amortization of the discount. For the nine months ended September 30, 2022, interest expense on the Convertible Notes totaled $224,749, comprised of $212,704 of contractual interest and $12,045 for the amortization of the discount. The Company utilizes a combination of scenario-based methods and Black-Scholes option pricing models to determine the average share count outstanding at conversion and the simulated price per share for the Company as of the valuation date. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. The following table presents the CP BF convertible notes as of September , : Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (44,045 ) Carrying value of the CB BF convertible notes 1,777,300 Accrued interest 808,797 Total CB BF convertible notes and accrued interest $ 2,586,097 The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 The following table presents the CP BF term note as of September 30, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (133,517 ) Carrying value of the CB BF term note 6,366,483 Accrued interest 664,301 Total CB BF term note and accrued interest $ 7,030,784 The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 | 13. Debt Convertible Notes Convertible Notes-Related Party On March 21, 2022, the Company issued a subordinated convertible promissory note (“Old Alco Note”) for a principal sum of $2,000,000 to Alco Investment Company (“Alco”), a related party. Alco held approximately 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Old Alco Note bore interest at a rate of 15% per annum until exchanged. The outstanding principal and accrued interest were due and payable on the December 31, 2023 (“Original Maturity Date”), provided that, Alco could elect to extend the Original Maturity Date up to 12-month The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see Note 7) of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative. Discounts to the principal amounts were included in the carrying value of the Old Alco Note and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $151,000 debt discount upon issuance of the Old Alco Note. For the year ended December 31, 2022, interest expense on the Old Alco Note totaled $124,620, comprised of $100,273. of contractual interest and $24,347 for the amortization of the discount. The effective interest rate was 20% prior to the exchange of the Old Alco Note as noted below. On July 19, 2022, the Company and Alco entered into an exchange agreement whereby Alco and the company agreed to the cancellation of the Old Alco Note in exchange for the issuance of a new subordinated convertible promissory note in the principal amount of $2,101,744 (representing the principal amount plus accrued interest under the Old Alco Note) (the “New Alco Note”). In accordance with ASC 470 Debt Between July and September 2022, the Company issued additional Subordinated convertible notes (together with the New Alco Note, the “Related Party Convertible Notes”) for an aggregate amount of $4,100,538 to related parties Alco and DNX. DNX held in excess of 5% of the issued equity of the Company, through its ownership of Series A preferred stock, for all periods presented. The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 7). Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $1,279,840 debt discount upon issuance of the above described Related Party Convertible Notes, which is comprised of $1,262,026 related to the bifurcated derivative and $17,814 of debt issuance costs. For the year ended December 31, 2022, interest expense on the Related Party Convertible Notes totaled $604,329, comprised of $152,578 of contractual interest and $451,751 for the amortization of the discount. The effective interest rate for each of the convertible notes ranged from 42% to 48% as of December 31, 2022. Convertible Notes-Third Party Between July and September 2022, the Company issued additional Subordinated convertible notes (the “Third Party Convertible Notes”) for an aggregate amount of $1,861,206 to third-party creditors. The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 7). Discounts to the principal amounts are included in the carrying value of the Third Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $580,056 debt discount upon issuance of the Third Party Convertible Notes, which is comprised of $571,974 related to the bifurcated derivative and $8,082 of debt issuance costs. For the year ended December 31, 2022, interest expense on the Third Party Convertible Notes totaled $209,156, comprised of $48,702 of contractual interest and $160,454 for the amortization of the discount. The effective interest rate for each of the convertible notes ranged from 42% to 48% as of December 31, 2022. The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,100,538 $ 1,861,206 Debt discount, net (828,089 ) (419,601 ) Carrying value of the convertible notes 3,272,449 1,441,605 Accrued interest 152,578 48,702 Total convertible notes and accrued interest $ 3,425,027 $ 1,490,307 Term and Convertible Notes (CP BF) On February 19, 2021, the Company entered into a Loan Agreement with CP BF Lending, LLC (“CP BF”) for $8,000,000. The Loan Agreement was comprised of a Term Note for $6,500,000 and a Convertible Note for $1,500,000, with the option upon the request of the Company for Additional Loan (“Additional Loan”) principal amount of up to $7,000,000, evidenced by additional notes with 81.25% of the principal amount of such Additional Loan being evidenced by a Term Note, and 18.75% of the principal amount of such an Additional Loan being evidenced by a Convertible Note. The Term Loan bears cash interest at a rate of 14% per annum paid monthly and accrued interest payable-in-kind Additionally, the Company may voluntarily prepay the Principal of the Loans, in accordance with their terms, in whole or in part at any time. On the date of any such prepayment, the Company will owe to Lender: (i) all accrued and unpaid Cash Interest with respect to the principal amount so prepaid through the date the prepayment is made; (ii) if such prepayment is prior to the twelve-month anniversary of the Closing Date, all unpaid interest (including for the avoidance of doubt, PIK Interest and Cash Interest) with respect to the principal amount so prepaid that would have been due and payable on or prior to the twelve-month anniversary of the Closing Date had the Loans remained outstanding until such twelve-month anniversary date (the “Yield Maintenance Premium”); (iii) the Exit Fee with respect to the principal amount so prepaid, calculated as 1.0% of the outstanding principal balance of the Loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the Loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iv) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid. The Loan Agreement contains customary covenants, including restrictions on the Company’s ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement. The Loan Agreement is secured by a first-priority Lien (subject to Permitted Liens) on and security interest in the Collateral pursuant to the terms of the Collateral Documents. The Loan Agreement named Joseph Davy, CEO, as Guarantor, and per the term of the Loan Agreement, he is willing to guarantee the full payment, performance and collection of all of the Credit Parties’ obligations thereunder and under the Loan Agreement, all as further set forth therein. For the first quarter ended March 31, 2022, the second quarter ended June 30, 2022, the third quarter ended September 30, 2022, and the fourth quarter ended December 31, 2022, 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. For the second quarter ended June 30, 2021, and the third quarter ended September 30, 2021, the Company was not in compliance with the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement. For the fourth quarter ended December 31, 2021, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement and the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement. For the first quarter ending March 31, 2023, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by CP BF or cured to the satisfaction of Lender, subject to the exercise of customary commercial underwriting standards in determining such satisfaction, Lender may, without notice or demand to the Credit Parties declare the unpaid principal of and any accrued interest shall be immediately due and payable. While the Company and the Lender are engaged in good faith discussions to resolve these matters, no agreement to resolve such matters has been reached and all of the Loans remain in default for the reasons stated above, and the Lender is not presently exercising remedies, which the Lender reserves the right to so do at any time. During the year ended December 31, 2021, the Company capitalized $310,589 and $71,674 of costs associated with the issuance of the Term Note and Convertible Notes, respectively, and amortizes these costs to interest expense over the term of the debt, using the effective interest method. The capitalized debt issuance costs are presented as a reduction of the carrying value of the Term Note and Convertible Notes. The embedded redemption put feature upon a Prepayment and Default Interest triggering events that are unrelated to the creditworthiness of the Company are not clearly and closely related to the debt host instrument, were separated and bundled together, as a derivative and assigned probabilities of being affected and initially measured at fair value in the amount of $3,000. Subsequent changes in fair value of the feature will be recognized as a gain or loss in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (See Note 7). 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 Loan in replacement for a Convertible Loan (“First Amendment Convertible Loan”) in the principal amount of $321,345, which is not considered an Additional Loan as defined above. The First Amendment Convertible Loan has the same features as the Convertible Loan described above. Discounts to the principal amounts, relating to the debt issuance costs and embedded features, are included in the carrying value of the Convertible Notes and amortized to interest expense over the remaining term of the underlying debt. During 2022, the Company recorded a $2,000 debt discount upon issuance of the Convertible Notes. For the year ended December 31, 2022, interest expense on the Term loan totaled $1,110,296, comprised of $1,042,291 of contractual interest and $68,006 for the amortization of the discount. The effective interest rate for the Term Loan was 16% for years ending December 31, 2022 and 2021. For the year ended December 31, 2022, interest expense on the Convertible Notes totaled $319,743, comprised of $303,121 of contractual interest and $16,622 for the amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Loan was 16% and 16%, respectively, for the year ending December 31, 2022. During 2021, the Company recorded a $ 74,674 The Company utilizes a combination of scenario-based methods and Black-Scholes option pricing models to determine the average share count outstanding at conversion and the simulated price per share for the Company as of the valuation date. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 The following table presents the CP BF convertible notes as of December 31, 2021: Face value of the CB BF convertible notes $ 1,500,000 Debt discount, net (62,529 ) Carrying value of the CB BF convertible notes 1,437,471 Accrued interest 217,124 Total CB BF convertible notes and accrued interest $ 1,654,595 The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 The following table presents the CP BF term note as of December 31, 2021: Face value of the CB BF term note $ 6,500,000 Debt discount, net $ (260,917 ) Carrying value of the CB BF term note $ 6,239,083 Accrued interest $ 86,095 Total CB BF term note and accrued interest $ 6,325,178 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Financial Instruments Indexed to, and Potentially Settled in, Entity's Own Stock [Abstract] | ||
Simple Agreements for Future Equity | 11. Simple Agreements for Future Equity Simple Agreements for Future Equity—Related Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco and DNX (See Note 10 for description of the related party relationship with these entities) (the “Related Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $3,500,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Related Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Related Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Related Party SAFE liability was $3,500,000. Subsequent changes in fair value at each reporting period are recognized in the condensed consolidated statement of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a gain of $1,927,007 and a loss of $962,591, respectively, for the change in fair value of the Related Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Related Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $1,644,161. Simple Agreements for Future Equity—Third Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $336,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Third Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Third Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Third Party SAFE liability was $336,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a gain of $184,993 and a loss of $92,409, respectively, for the change in fair value of the Third Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the Third Party SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Third Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $157,839. | 14. Simple Agreements for Future Equity Simple Agreements for Future Equity-Related Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco and DNX (See Note 13 for description of the related party relationship with these entities) (the “Related Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $3,500,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Related Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Related Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Related Party SAFE liability was $3,500,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the years ended December 31, 2022 and 2021, the Company recognized a loss of $4,001,825 and a gain of $437,044, respectively, for the change in fair value of the Related Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Related Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Related Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $1,572,080. Simple Agreements for Future Equity-Third Party During the year ended December 31, 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $336,000. In the event of an Equity Financing (as defined in the SAFEs agreements), the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% of the per share price of the shares offered in the Equity Financing (the “Discount Price”). In the event of a Liquidity Event, SPAC Transaction or Dissolution Event (all terms as defined in the SAFEs agreements), the holders of the Third Party SAFEs will be entitled to receive cash or shares of the Company’s common or preferred stock. The Third Party SAFEs were recorded as a liability in accordance with the applicable accounting guidance as they are redeemable for cash upon contingent events that are outside of the Company’s control. The initial fair value of the Third Party SAFE liability was $336,000. Subsequent changes in fair value at each reporting period are recognized in the Consolidated Statement of Operations. For the years ended December 31, 2022 and 2021, the Company recognized a loss of $384,175 and a gain of $41,956, respectively, for the change in fair value of the Third Party SAFE liability. The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On September 2, 2022, the Company modified the Third Party SAFE agreements pursuant to approval by the holders. In accordance with the modified terms, in the event of an Equity Financing or SPAC Transaction, the Third Party SAFEs will automatically convert into shares of the Company’s common or preferred stock at the lesser of (a) the Discount Price for an Equity Financing (Liquidity Price (as defined in the agreements) for a SPAC Transaction) or (b) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreements). Upon modification, the Company calculated the fair value of the Third Party SAFE liability immediately before and immediately after the modification which resulted in the recognition of a loss for the change in fair value of $150,920. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Commitments & Contingencies | 12. Commitments and Contingencies Leases The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 1.0 year as of September 30, 2023 and consist primarily of office space. The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties. The Company’s existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. Prior to adoption of ASU 2016-02 The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases. The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor. In evaluating long-lived assets for recoverability, the Company calculated the fair value of the sublease using its best estimate of future cash flows expected to result from the use of the asset. When undiscounted cash flows to be generated through the sublease is less than the carrying value of the underlying asset, the asset is deemed impaired. If it is determined that assets are impaired, an impairment loss is recognized for the amount that the asset’s book value exceeds its fair value. Based on the expected future cash flows, the Company recognized an impairment loss upon adoption of ASC 842 Leases of $303,327. The impairment loss was recorded to impairment loss on lease on the consolidated statement of operations for the nine months ended September 30, 2022. The components of lease expense, are as follows: For the Nine Months Ended Components of lease expense: 2023 2022 Operating lease cost $ 151,282 $ 141,447 Lease impairment cost — 303,327 Sublease income (153,248 ) (126,992 ) Total lease (income) cost $ (1,966 ) $ 317,782 Supplemental cash flow information related to leases are as follows: For the Nine Months Ended Supplemental cash flow information: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Non-cash $ 129,705 $ 111,048 Non-cash — (303,327 ) Change in lease liabilities (operating cash flow) (211,204 ) (176,664 ) Operating lease right-of-use Operating leases $ — $ 762,603 Supplemental balance sheet information related to leases was as follows: Operating leases: September 30, 2023 December 31, 2022 Operating lease right-of-use $ 177,553 $ 307,258 Operating lease liability, current 305,450 284,963 Operating lease liability, long-term 2,352 234,043 Total operating lease liabilities $ 307,802 $ 519,006 Weighted-average remaining lease term: September 30, 2023 December 31, 2022 Operating leases (in years) 1.01 1.76 Weighted-average discount rate: September 30, December 31, Operating leases 6.75 % 6.74 % Future minimum lease payments under non-cancellable Maturities of lease liabilities: Year Ending December 31, Remainder of 2023 $ 78,546 2024 240,818 Total undiscounted cash flows 319,364 Less discounting (11,562 ) Present value of lease liabilities $ 307,802 | 15. Commitments and Contingencies Leases The Company has operating leases for its real estate across multiple states. The operati ng 2016-02 The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties. The Company’s existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. Prior to adoption of ASU 2016-02 The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases Leases The components of lease expense, are as follows: Components of lease expense: For the Year Ended Operating lease cost $ 191,483 Short-term lease cost — Lease impairment cost 303,327 Sublease income (177,588 ) Total lease cost $ 317,222 Supplemental cash flow information related to leases are as follows: Supplemental cash flow information: For the Year Ended Cash paid for amounts included in the measurement of lease liabilities: Non-cash $ 152,018 Non-cash (303,327 ) Change in lease liabilities (operating cash flow) (243,596 ) Operating lease right-of-use Operating leases 762,603 Supplemental balance sheet information related to leases was as follows: Operating leases: As of December 31, Operating lease right-of-use $ 307,258 Operating lease liability, current 284,963 Operating lease liability, long-term 234,043 Total operating lease liabilities $ 519,006 Weighted-average remaining lease term: As of December 31, Operating leases (in years) 1.76 Weighted-average discount rate: As of December 31, Operating leases 6.74 % The Company adopted ASC 842 Leases Leases non-cancellable Maturities of lease liabilities: Year Ending December 31, 2023 $ 311,327 2024 240,818 Total undiscounted cash flows 552,145 Less discounting (33,139 ) Present value of lease liabilities $ 519,006 In addition, the Company recognized lease expense under ASC 840 Leases non-cancellable Future minimum lease payments: Year Ending December 31, 2022 $ 276,888 2023 283,549 2024 217,096 Total future minimum payments $ 777,533 |
7GC Co Holdings INC [Member] | ||
Loss Contingencies [Line Items] | ||
Commitments & Contingencies | Note 5-Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The representative of the underwriters is entitled to registration rights pursuant to the Fee Reduction Agreement (as defined below). Pursuant to the Fee Reduction Agreement, as soon as practicable but no later than thirty (30) days following consummation of the Banzai Business Combination, the Company is required, at its expense, to file a registration statement on Form S-1 re-sale Underwriting Agreement The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate. In addition, the representative of the underwriters is entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. Under the underwriting agreement, the deferred fee would become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms thereof. On November 8, 2023, the representative of the underwriters entered into a fee reduction agreement , a number of shares of Class A common stock equal to the greater of (a) or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A common stock on Nasdaq, over the five trading days immediately preceding the date of the initial filing of a resale registration statement on Form S-1, S-1 Non-redemption On June 16, 2023 the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of shares of Class A common stock, par value $ per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023. In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for consideration an aggregate of shares of the Company’s Class B common stock, par value $ per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares. The Company estimated the aggregate fair value of the shares of Class B common stock attributable to the Holders to be $ or $ per share. The excess of the fair value of the shares of Class B common stock was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. In order to mitigate the current uncertainty surrounding the implementation of the IR Act, the Sponsor, or a designee, agreed to indemnify the Company for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022 and prior to or in connection with a Business Combination or liquidation of the Company. The foregoing would mitigate a potential reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On July 3, 2023, the Company’s stockholders redeemed 1,747,139 shares of common stock for a total of $18,443,646. The Company evaluated the classification and accounting of the excise tax related to these stock redemptions under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, an amount of $ non-cash excise tax due on the shares of Class A common stock redeemed has been captured under accumulated deficit in Unaudited Condensed Consolidated statements of Changes in Common Stock Subject to Possible Redemption and Stockholder’s Deficit. | Note 5-Commitments & Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million in the aggregate. In addition, the representative of the underwriters is entitled to a deferred fee of 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million. The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the continuing conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. In order to mitigate the current uncertainty surrounding the implementation of the IR Act, the Sponsor, or a designee, agreed to indemnify the Company for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022 and prior to or in connection with a Business Combination or liquidation of the Company. The foregoing would mitigate a potential reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit (Details) [Line Items] | ||
Stockholders' Deficit | 13. Equity Class A and B Common Stock The Company’s Amended and Restated Certificate of Incorporation, issued January 29, 2021, authorized the issuance of 19,544,521 shares of Common Stock, $0.0001 par value per share, of which (i) 13,224,521 shares are designated as Class A Common Stock (“Class A Common Stock”) and (ii) 6,320,000 shares are designated as Class B Common Stock (“Class B Common Stock”) (collectively, the “Common Stock”). As of September 30, 2023 and December 31, 2022, the Company has issued 1,847,894 and 1,837,606 shares of Class A Common Stock, respectively. As of September 30, 2023 and December 31, 2022, the Company has issued 6,320,000 shares of Class 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, 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 Upon execution of the Merger, the 2,560,000 shares of Class B Common Stock held by Roland A. Linteau III will be converted into Class A Common Stock. Series A-1 A-2 The Company’s Amended and Restated Certificate of Incorporation, issued February 20, 2020, authorized the issuance of 2,600,306 shares of Preferred Stock, $0.0001 par value per share, of which (i) 2,400,959 shares are designated as Series A-1 Preferred Stock (“Series A-1 Preferred”) and (ii) shares are designated as Series A-2 Preferred Stock (“Series A-2 Preferred”) (collectively, the “Preferred Stock”). On November 30, 2020 the Company Amended and Restated their Certificate of Incorporation which increased the number of authorized shares of Series A-1 Preferred Stock by to a total of . As of September 30, 2023 and December 31, 2022, the Company has issued shares of Series A-1 Preferred with an original issuance price of $ per share and shares of Series A-2 Preferred with an original issuance price of $ per share. The Preferred Stock is presented in temporary or “mezzanine” equity as the convertible preferred stock give the holders (by majority vote) the option if there is a sale, merger or change of control to redeem shares for cash. The convertible preferred stock is recorded at fair value as of the date of issuance. No subsequent adjustment of the initial measurement amounts for these contingently redeemable Preferred Stock is necessary unless the redemption of the convertible preferred shares becomes probable. Accordingly, the amount presented as temporary equity for the contingently redeemable Preferred Stock outstanding is its issuance-date fair value. The Preferred Stock are convertible at the option of the holder at any time into shares of Class A Common Stock or will automatically convert into Class A Common Stock upon (1) Sale of shares of Common Stock to the public or (2) Specified by vote or written consent of the Requisite Holders. Other than dividends on shares of Common Stock payable in shares of Common Stock, the Preferred Stock have rights equal to holders on shares of any other class or series of capital stock of the Corporation. There have been no dividends declared to date. Each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable Restricted Stock In connection with the acquisition of Demio and High Attendance, the Company issued restricted stock to the selling shareholders and founders of Demio. 1,213,346 shares of the Company’s restricted Class A common stock were issued to the selling shareholders and founders of Demio and 133,257 shares of the Company’s restricted Class A common stock were issued to the High Attendance shareholder. All shares issued to the selling shareholders and founders of Demio vested and are outstanding as of September 30, 2023. All shares issued to the High Attendance shareholder were cancelled and are not outstanding as of September 30, 2023. | 16. Equity Class A and B Common Stock The Company’s Amended and Restated Certificate of Incorporation, issued January 29, 2021, authorized the issuance of 19,544,521 0.0001 The holders of shares of Common Stock shall be entitled to receive dividends declared by the Board of Directors, on a pro rata basis based on the number of shares of Common Stock held by each such holder, assuming conversion of all Class B Common Stock into Class A Common Stock at a one to one conversion ratio. This Note 16 was revised October 18, 2023 to include the respective voting power of the Class A and Class B Common Stock. Series A-1 A-2 The Company’s Amended and Restated Certificate of Incorporation, issued February 20, 2020, authorized the issuance of 2,600,306 shares of Preferred Stock, $0.0001 par value per share, of which (i) 2,400,959 shares are designated as Series A-1 A-1 A-2 A-2 A-1 A-1 A-2 The Preferred Stock is presented in temporary or “mezzanine” equity as the convertible preferred stock give the holders (by majority vote) the option if there is a sale, merger or change of control to redeem shares for cash. The convertible preferred stock is recorded at fair value as of the date of issuance. No subsequent adjustment of the initial measurement amounts for these contingently redeemable Preferred Stock is necessary unless the redemption of the convertible preferred shares becomes probable. Accordingly, the amount presented as temporary equity for the contingently redeemable Preferred Stock outstanding is its issuance-date fair value. The Preferred Stock are convertible at the option of the holder at any time into shares of Class A Common Stock or will automatically convert into Class A Common Stock upon (1) Sale of shares of Common Stock to the public or (2) Specified by vote or written consent of the Requisite Holders. Other than dividends on shares of Common Stock payable in shares of Common Stock, the Preferred Stock have rights equal to holders on shares of any other class or series of capital stock of the Corporation. There have been no dividends declared to date. Each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Class A Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable Restricted Stock In connection with the acquisition of Demio and High Attendance, the Company issued restricted stock to the selling shareholders and founders of Demio. 1,213,346 shares of the Company’s restricted Class A common stock were issued to the selling shareholders and founders of Demio and 133,257 shares of the Company’s restricted Class A common stock were issued to the High Attendance shareholder. A summary of the status of the Company’s grants of restricted shares of common stock is presented below: Number of Non- Weighted Average Outstanding at January 1, 2021 133,257 $ 0.64 Granted 1,213,346 1.11 Vested (606,671 ) 1.11 Outstanding at December 31, 2021 739,932 1.03 Vested (606,675 ) 1.11 Cancelled/ Forfeited (133,257 ) 0.64 Non-vested — $ — |
7GC Co Holdings INC [Member] | ||
Stockholders' Deficit (Details) [Line Items] | ||
Stockholders' Deficit | Note 8-Stockholders’ Preferred Class A common stock-The Company is authorized to issue shares of Class A common stock with a par value of $ per share. As of September 30, 2023 and December 31, 2022, there were and shares of Class A common stock outstanding, respectively, all of which were subject to possible redemption and were classified as temporary equity in the accompanying condensed consolidated balance sheets, respectively (see Note 7). Class B common stock-The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture, other than the Forfeited Shares forfeitable by the Sponsor in connection with the closing of an initial Business Combination pursuant to the Non-Redemption Holders of the Company’s Class B common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement- equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | Note 8-Stockholders’ Preferred stock Class A Common Stock Class B Common Stock Holders of the Company’s Class B common stock are entitled to one vote for each share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemedissuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 14. Stock-Based Compensation The Company established the Banzai International, Inc. 2016 Equity Incentive Plan (“the Plan”) on April 26, 2016, to enable the Company to attract, incentivize and retain eligible individuals through the granting of awards in the Company. The maximum number of options that may be issued over the term of the Plan were initially set at 400,000 shares of common stock. On July 19, 2017, the Plan was amended to increase the maximum number of options that may be issued to 2,400,000 shares of common stock. Accordingly, the Company has reserved a sufficient number of shares to permit the exercise of options in accordance with the terms of the Plan. The term of each award under the Plan shall be no more than ten The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes option pricing model. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent periods of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. Expected dividend yield is 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. On June 26, 2020, the Board of Directors of Banzai approved the repricing of 973,000 outstanding stock options held by current employees to an exercise price of $0.76. No other changes to the original stock option grant terms were made. The incremental compensation cost was measured as the fair value of the stock options immediately before and immediately after the modification. The Company determined the total incremental compensation cost from the modification to be $35,013, of which $25,127 related to fully vested options and was expensed as stock-based compensation expense, and $9,886 related to unvested options and will be recognized over the remaining service period. The following table summarizes assumptions used to compute the fair value of options granted: September 30, 2023 December 31, 2022 Stock price $ 7.04 $ 1.54 Exercise price $ 7.36 $ 1.70 Expected volatility 80.00 - 99.03 % 53.61 - 55.30 % Expected term (in years) 5.25 - 6.08 5.94 - 6.08 Risk-free interest rate 3.46 - 4.31 % 1.95 - 2.85 % A summary of stock option activity under the Plan is as follows: Shares Underlying Weighted Average Weighted Average Intrinsic Value Outstanding at December 31, 2022 603,578 $ 1.35 7.95 $ 3,433,946 Granted 606,200 7.36 Exercised (10,288 ) 0.76 64,609 Expired (19,531 ) 1.71 Forfeited (69,750 ) 3.40 Outstanding at September 30, 2023 1,110,209 $ 4.50 8.33 $ 3,004,816 Exercisable at September 30, 2023 450,909 $ 2.37 7.21 $ 2,136,325 In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $ and $ , which is included in general and administrative expense for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average grant-date fair value per option granted during the nine months ended September 30, 2023 and 2022 was $ and $ , respectively. As of September 30, 2023 and December 31, 2022, $ and $ of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of and 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. | 17. Stock-Based Compensation The Company established the Banzai International, Inc. 2016 Equity Incentive Plan (“the Plan”) on April 26, 2016, to enable the Company to attract, incentivize and retain eligible individuals through the granting of awards in the Company. The maximum number of options that may be issued over the term of the Plan were initially set at 400,000 shares of common stock. On July 19, 2017, the Plan was amended to increase the maximum number of options that may be issued to 2,400,000 shares of common stock. Accordingly, the Company has reserved a sufficient number of shares to permit the exercise of options in accordance with the terms of the Plan. The term of each award under the Plan shall be no more than ten years from the date of grant thereof. The Company’s Board of Directors is responsible for the administration of the Plan and has the sole discretion to determine which grantees will be granted awards and the terms and conditions of the awards granted. As of December 31, 2022, 1,796,422 stock options remain available to be awarded under the Plan. The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes option pricing model. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent periods of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury zero-coupon On June 26, 2020, the Board of Directors of Banzai approved the repricing of 973,000 outstanding stock options held by current employees to an exercise price of $0.76. No other changes to the original stock option grant terms were made. The incremental compensation cost was measured as the fair value of the stock options immediately before and immediately after the modification. The Company determined the total incremental compensation cost from the modification to be $35,013, of which $25,127 related to fully vested options and was expensed as stock-based compensation expense, and $9,886 related to unvested options and will be recognized over the remaining service period. The following table summarizes assumptions used to compute the fair value of options granted: Year Ended December 31, 2022 2021 Stock price $ 1.54 $ 1.11 Exercise price $ 1.70 $ 0.76 - 1.73 Expected volatility 53.61 - 55.30 % 49.70 - 54.58 % Expected term (in years) 5.94 - 6.08 5.44 - 6.08 Risk-free interest rate 1.95 - 2.85 % 0.60 - 1.34 % A summary of stock option activity under the Plan is as follows: Shares Underlying Weighted Average Weighted Average Intrinsic Value Outstanding at January 1, 2021 934,079 $ 0.73 8.99 $ 356,328 Granted 500,500 1.51 Exercised (168,748 ) 0.76 59,062 Expired (24,142 ) 0.76 Forfeited (459,974 ) 0.85 Outstanding at December 31, 2021 781,715 1.15 7.20 369,102 Granted 382,500 1.70 Exercised (13,891 ) 0.76 10,835 Expired (196,154 ) 0.85 Forfeited (350,592 ) 1.59 Outstanding at December 31, 2022 603,578 $ 1.35 7.95 $ 3,433,946 Exercisable at December 31, 2022 301,199 $ 1.00 7.00 $ 1,818,865 In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $70,567 and $87,003, which is included in general and administrative expense for the years ended December 31, 2022 and 2021, respectively. The Company recorded stock-based compensation expense of $673,405 and $673,405 related to the restricted shares of Class A Common Stock issued in connection with the Demio acquisition for the years ended December 31, 2022 and 2021, respectively. The Company recorded stock-based compensation expense of $26,364 and $42,643 related to the restricted shares of Class A Common Stock issued in connection with the High Attendance asset acquisition for the years ended December 31, 2022 and 2021, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2022 and 2021 was $0.77 and $0.46, respectively. As of December 31, 2022 and 2021, $160,203 and $176,726 of unrecognized compensation expense related to non-vested |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes | 15. Income Taxes The Company estimates an annual effective tax rate of 0% for the year ended December 31, 2023 as the Company incurred losses for the nine month period ended September 30, 2023 and is forecasting an estimated net loss for both financial statement and tax purposes for the year ended December 31, 2023. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method in accordance with FASB ASC 740. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company cannot currently support that realization of its deferred tax assets is more likely than not. At September 30, 2023, the Company had no unrecognized tax benefits that would reduce the Company’s effective tax rate if recognized. | 18. Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: For the Years Ended December 31, 2022 2021 Statutory federal income tax benefit $ (3,248,385 ) 21 % $ (2,182,128 ) 21 % Permanent items 2,117,591 (14 )% 258,449 (2 )% State taxes, net of federal tax benefit (327,095 ) 2 % (317,955 ) 3 % Change in valuation allowance 1,435,042 (9 )% 1,817,277 (17 )% Change in state tax rate 13,055 — % 18,481 — % Other 9,792 — % (3,582 ) — % Effective tax rate $ — — % $ (409,458 ) 4 % The components of income tax provision (benefit) are as follows: As of December 31, 2022 2021 Federal: Current $ — $ — Deferred — (360,150 ) State and Local: Current — — Deferred — (49,308 ) Total $ — $ (409,458 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: As of December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 3,744,512 $ 2,950,020 Contribution carryforwards 20,837 16,222 Stock-based compensation 25,216 17,989 Accrual to cash adjustment 482,109 255,440 Intangible assets — 97,979 Lease Liabilities 119,971 — Right of use assets (71,024 ) — Capitalized R&D costs (Sec. 174) 451,195 — Other 696 820 4,773,512 3,338,470 Valuation allowance (4,773,512 ) (3,338,470 ) Deferred tax assets, net of allowance $ — $ — As of December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $15,325,300 and $9,175,400, respectively. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $11,863,100 and $7,911,700, respectively. Federal losses of $124,500 begin to expire in 2036 and $15,200,800 of the federal losses carryforward indefinitely. State losses of $7,357,300 begin to expire in 2031 and $1,818,100 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2022 and 2021. 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, 2022, and 2021. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2022, The Company has no open tax audits with any taxing authority as of December 31, 2022. |
7GC Co Holdings INC [Member] | ||
Income Taxes | Note 10-Income The Company’s general and administrative costs are generally considered start-up The income tax (benefit) provision consists of the following: For the For the Current Federal $ 558,171 $ — State 207,383 — Deferred Federal (980,668 ) (558,031 ) State — — Valuation allowance 980,668 558,031 Income tax provision $ 765,554 $ — The Company’s net deferred tax asset is summarized as follows: December 31, 2022 2021 Deferred tax assets: Start-up/Organization $ 2,068,988 $ 530,288 Net operating loss carryforwards 49,118 49,118 Total deferred tax assets 2,118,106 579,406 Valuation allowance (2,118,106 ) (579,406 ) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of a deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax asset and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the valuation allowance increased by approximately $981,000 and approximately $558,000, respectively. As of December 31, 2022, there were no federal net operating loss carryovers to offset future taxable income. The net operating loss carryovers were fully utilized. As of December 31, 2021, the Company had approximately $234,000 of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or m A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: For the Year For the Year Statutory federal income tax rate 21.0 % 21.0 % State taxes 7.0 % 0.0 % Change in fair value of derivative warrant liabilities -28.1 % -25.8 % Change in rate on deferred tax asset -1.8 % 0.0 % Change in valuation allowance 9.5 % 4.8 % Effective tax rate 7.6 % 0.0 % |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 16. Subsequent Events Additional Drawdown on the Alco September Promissory Note In October 2023, the Company drew down the remaining $500,000 on the Alco September 2023 Promissory Note. Issuance of Subordinated Term Note In November 2023, Banzai issued a subordinated term note, for a principal balance of $750,000 to Alco, a related party lender. The note bears interest at 8% per year, payable on maturity, and matures on April 13, 2024. This issuance was approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023. Registration Statement on Form S-4 On November 15, 2023, 7GC issued a press release announcing that its registration statement on Form S-4, Grant of Stock Options On December 3, 2023, Banzai granted 217,187 stock options to certain employees and non-employees, Amendment to Nonstatutory Option Exercise Price Concurrent with the above disclosed December 3, 2023 grant of stock options, Banzai approved an amendment to the exercise price of 398,746 unexercised nonstatutory options issued to certain non-employees, Approval of Retention Bonus Offers On December 3, 2023, the Company also approved and committed to paying retention bonuses for an aggregate amount of $605,000, to certain management employees. These bonuses are subject to certain conditions, most notably the respective employees remaining in the service of the Company through the respective retention dates, which begin January 1, 2024 and extend through January 1, 2027 for certain employees, and will be paid no later than December 31 of the year in which the retention date occurs. | 19. Subsequent Events Proposed Merger with 7GC & Co. Holdings Inc. On December 8, 2022, Banzai entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 7GC & Co. Holdings Inc. (“7GC”), a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, and 7GC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”). The Merger Subs are, as of the date of the Agreement, wholly owned subsidiaries of 7GC that were formed for purposes of consummating the transactions of the Agreement. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions of the Merger Agreement at the closing of the transactions contemplated by the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into Banzai, the separate corporate existence of Merger Sub will cease and Banzai shall continue as the surviving corporation and a wholly owned subsidiary of 7GC (the “Merger”). As a result of the Merger, among other things, all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock, par value $ per share, of 7GC (the “7GC Common Stock”) determined based on a pre-money enterprise valuation of Banzai of $ and a $ price per share of 7GC Common Stock. On June 14, 2023, 7GC entered into an engagement letter with Cohen, pursuant to which 7GC engaged Cohen to act as its capital markets advisor in connection with seeking extension of the date by which 7GC must consummate its initial business combination and in connection with an initial business combination with an unaffiliated third party, as well as to act as placement agent, on a non-exclusive On June 15, 2023, 7GC issued a press release announcing that its special meeting of stockholders, to be held for the approval of the Second Extension Amendment, would be postponed from June 20, 2023 to June 26, 2023. On June 26, 2023, 7GC’s stockholders approved the proposal for the Second Extension Amendment. 7GC filed a Current Report on Form 8-K On July 31, 2023, Banzai sent a notice of termination to Hyros. On August 1, 2023, Banzai and Hyros terminated the Hyros Purchase Agreement and the Hyros Side Letter (the “Hyros Transaction Termination”), with immediate effect, in connection with the inability to procure the Hyros audited financial statements set forth in the Hyros Purchase Agreement on the timeline contemplated by the Merger Agreement for delivery of the Hyros audited financial statements. Concurrent with discussions around the Hyros Transaction Termination, beginning in July 2023, 7GC and Banzai discussed and decided to pursue a business combination involving solely 7GC and Banzai. 7GC and Banzai negotiated and agreed upon the following changes (among others) to the key terms of the Business Combination: (i) the closing of Banzai’s acquisition of Hyros is no longer a condition to the closing of the Business Combination, (ii) the total deal value will be changed to a flat consideration of On August 4, 2023, 7GC and Banzai executed the Amendment. Issuance of Subordinated Convertible Promissory Notes Between March and July 2023, Banzai issued subordinated convertible promissory notes, for a principal balance of approximate $4.0 million to various third party and related party investors. The notes bear interest at 8% per year, payable on maturity, and mature on the earlier of the date of a Liquidity Event, as defined in Note 13, or December 31, 2023. The convertible promissory notes are convertible into common stock upon the closing of a Qualified Financing, should this occur prior to maturity, at a conversion price of the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 (the “Valuation Cap”) by the Fully Diluted Capitalization, as defined. These issuances were approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023. Amendment to Alco Convertible Notes In March 2023, Banzai entered into an agreement to amend the maturity date of the Alco Convertible Notes, previously issued to various investors during 2022, and which had an aggregate principal balance of approximately $6.0 million, from September 1, 2023 to December 31, 2023. No other amendments to the agreements related to these convertible notes, were made. Forbearance Agreement with CP BF Lending On August 24, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with CP BF. Under the terms of the Forbearance Agreement, and as a result of the Company’s non-compliance Issuance of Subordinated Term Note In August 2023, Banzai issued a subordinated term note, for a principal balance of $150,000 to Alco, a related party lender. The note bears interest at 8% per year, payable on maturity, and matures two months from issuance. This issuance was approved by the board of directors and principal shareholders of the Company, in accordance with a written consent and waiver, signed on March 8, 2023. |
7GC Co Holdings INC [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent Events | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events other than the event described below, that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. On October 3, 2023, the Company issued the Second Note, which provides for borrowings from time to time of up to an aggregate of $ for working capital purposes. The Note does t bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account established in connection with the Company’s Initial Public Offering upon the failure of the Company to consummate a Business Combination within the requisite time period. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into that number of the Converted Shares, equal to the principal amount of the Second Note so converted divided by $ . On November 8, 2023, Cantor Fitzgerald (“Cantor”), entered into a fee reduction agreement , (as amended, the “Fee Reduction Agreement”), pursuant to which Cantor has agreed to forfeit $ of the aggregate of $ of deferred underwriting fees payable (the “Original Deferred Fee”), resulting in a remainder of $ of deferred underwriting fees payable (the “Reduced Deferred Fee”) by the Company to Cantor upon Closing of the Business Combination (the “Fee Reduction”). Pursuant to the Fee Reduction Agreement, the Reduced Deferred Fee will be payable in the form of a number of shares of Class A Common Stock equal to the greater of (a) or (b) the quotient obtained by dividing (x) the Reduced Deferred Fee by (y) the dollar volume-weighted average price for the shares of Class A Common Stock on Nasdaq, over the five trading days immediately preceding the date of the initial filing of a resale registration statement on Form S-1, as reported by Bloomberg through its “AQR” function (as adjusted for any stock dividend, split, combination, recapitalization or other similar transaction, the “Cantor Fee Shares”). The Cantor Fee Shares will be payable following the Closing upon (or immediately prior to) initial filing of a resale registration statement on Form S-1 by the Company covering the Cantor Fee Shares (which the Company will be required to file as soon as practicable but no later than thirty (30) days following the Closing), in accordance with the terms of the Fee Reduction Agreement. | Note 11-Subsequent The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued and determined that other than the additional borrowings under the extension described in N |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items] | ||
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”) regarding interim financial reporting. | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Banzai and its subsidiary. 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 the In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Banzai and its subsidiary. 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 subsidiaries are consolidated from the date at which the Company obtains control and are de-consolidated In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 long-lived assets and goodwill, expected credit losses, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations. | 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 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 revenue recognition, estimates of impairment of long-lived assets, estimates of an accounts receivable allowance for doubtful accounts, recognition and measurement of the valuation allowance of deferred tax assets resulting from net operating losses, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, recognition and measurement of stock compensation, and the valuation of intangible assets acquired in business combinations. |
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 Co mp | 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 c o |
Concentration of 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’s cash is deposited in accounts at large financial institutions, and amounts may exceed FDIC federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance At September 30, 2023, no customers accounted for 10% or more of accounts receivable. At December 31, 2022, three customers accounted for 10% or more of accounts receivable with concentrations of 21%, 16%, and 10% and totaling approximately 47% of the total accounts receivable balance as of December 31, 2022. Total revenues from these customers amounted to $259,635 for the twelve months ended December 31, 2022. At September 30, 2023 and December 31, 2022, one supplier accounted for 10% or more of accounts payable. | 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’s cash is deposited in accounts at large financial institutions, and amounts may exceed FDIC federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash is held. The Company has no financial instruments with off-balance At December 31, 2022, three customers accounted for 10 10 At December 31, 2022 and 2021, respectively, one and two suppliers accounted for 10% or more of accounts payable. |
Cash and Cash Equivalents | Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company does not have any cash equivalents. The Company has no significant off-balance-sheet | 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, 2022 and 2021, the Company does not have any cash equivalents. The Company has no significant off-balance-sheet |
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 under which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. Under the CECL impairment model, the Company determines its allowance by applying a loss-rate method based on an aging schedule using the Company’s historical loss rate. The adequacy of the allowance is evaluated on a regular basis. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred. As of September 30, 2023 and December 31, 2022, the Company determined expected credit losses of $3,879 and $107,860 was required, respectively. Further, for the nine months ended September 30, 2023 and 2022, the Company recognized bad debt expenses for accounts receivable balances of $37,099 and $44,514, respectively. The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023: Balance—January 1, 2023 $ 107,860 Change in provision for credit losses (103,981 ) Balance—September 30, 2023 $ 3,879 | Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of balances due from customers. Payment terms range from due upon receipt, to net 30 days. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. As of December 31, 2022 and 2021, the Company determined an allowance for doubtful accounts of $107,860 and $262,489 was required, respectively. Further, for the years ended December 31, 2022 and 2021, the Company recognized bad debt expenses for accounts receivable balances directly written-off, |
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). | Property and Equipment Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives (3 years for computer equipment). |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of September 30, 2023, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the nine months ended September 30, 2023 and 2022. | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2022, the Company had one operating segment, which was deemed to be its reporting unit, for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. There were no impairments of goodwill recorded for the years ended December 31, 2022 and 2021. |
Intangible Assets | Intangible Assets Definite-lived and indefinite-lived intangible assets arising from business combinations include primarily intellectual property, customer relationships, trade names and trademarks, and developed technology. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. Intangible assets that are considered to be indefinite-lived are not amortized. Management follow a three step impairment assessment accounting policy over definite-lived in tangibl | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of both fixed and intangible assets, for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the carrying value of the asset or asset group is considered to be unrecoverable, an impairment loss is recorded to adjust the carrying amounts to the estimated fair value. The excess of the carrying value of the reporting unit over the estimated fair value was first allocated to the intangibles and then to goodwill. Fair value was determined using the income approach. During 2021, the Company experienced operating losses and net cash outflows from operating activities. Accordingly, management evaluated the ongoing value of the Company’s intangible assets. Based on this evaluation, management determined that intangible assets, representing 100% of the carrying value of the intangible assets recognized as part of the Demio and High Attendance acquisitions (See note 4 for further detail), with a carrying amount of $1,634,242 were impaired and wrote them down to their estimated fair value of $0, as of December 31, 2021. Fair value was based on expected future cash flows using Level 3 inputs under ASC 820 Fair Value Measurements and Disclosures. The cash flows are those expected to be generated by the market participants, discounted using a weighted average cost of capital calculated using guideline public companies. The decline in fair value of these intangibles was due to decreases in the expected future cash flows associated with these assets. There were no impairments of intangible assets recorded for the year ended December 31, 2022. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the nine months ended September 30, 2023 and 2022. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, convertible notes, notes payable and other current liabilities approximated their fair values as of September 30, 2023 and December 31, 2022. The Company carries convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 5 for fair value information). | Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2022 and 2021. The carrying amount of cash equivalents, 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, 2022 and 2021. The Company carries Convertible Notes and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 7 for fair value information). |
Offering Costs | Deferred Offering Costs In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger. Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022: September 30, December 31, SPAC-related legal fees $ 2,031,323 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 2,291,343 $ 1,524,934 | Deferred Offering Costs In 2022, the Company capitalized fees related to the Merger Agreement (see Note 18) as an asset. These fees will be recognized as a reduction of equity, on consummation of the Merger. Capitalized deferred offering costs consisted of the following, as of December 31, 2022: December 31, SPAC Specific legal fees $ 1,264,914 Investment bank Advisory Services 135,000 Federal Trade Commission filing fees 125,020 Total deferred offering costs capitalized $ 1,524,934 There were deferred offering costs recognized as of December 31, 2021. |
Simple Agreements for Future Equity—SAFE | Simple Agreements for Future Equity—SAFE The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480 Distinguishing Liabilities from Equity. The SAFEs are subject to revaluation at the end of each reporting period, with changes in fair value recognized in the accompanying Consolidated Statement of Operations. | Simple Agreements for Future Equity-SAFE The Company accounts for Simple Agreements for Future Equity (“SAFE”) at fair value in accordance with ASC 480 Distinguishing Liabilities From Equity sub |
Net Income (loss) Per Share of Common Stock | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of September 30, 2023 2022 Numerator: Net loss attributable to common stock—basic and diluted $ (8,033,477 ) $ (9,006,585 ) Denominator: Weighted average shares—basic and diluted 8,164,050 8,038,527 Net loss per share attributable to common stock—basic and diluted $ (0.98 ) $ (1.12 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of September 30, 2023 2022 Options 1,110,209 860,174 Convertible preferred stock 2,328,823 2,328,823 Total 3,439,032 3,188,997 | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the years. Diluted net loss per share excludes, when applicable, the potential impact of stock options, restricted stock units, 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 years presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of December 31, 2022 2021 Numerator: Net loss attributable to common stock-basic and diluted $ (15,468,502 ) $ (9,981,629 ) Denominator: Weighted average shares-basic and diluted 8,150,270 7,557,173 Net loss per share attributable to common stock-basic and diluted $ (1.90 ) $ (1.32 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of December 31, 2022 2021 Restricted stock — 739,932 Options 603,578 781,715 Convertible preferred stock 2,328,823 2,328,823 Total 2,932,401 3,850,470 |
Lessee | 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 non-current 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 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. | 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 non-current 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 The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. |
Revenue Recognition | Revenue Recognition Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents (if applicable) are negotiated and signed by both parties. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price. Costs of revenue Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs. | Revenue Recognition The Financial Accounting Standards Board (“FASB”) issued new guidance that created ASC 606, Revenue from Contracts with Customers 340-40, Other Assets and Deferred Costs-Contracts with Customers The requirements of ASC 606 were adopted as of January 1, 2020, utilizing the full retrospective method of transition, initially applying the guidance as of date of initial application, e.g., January 1, 2020, with no impact to the Company’s financial position and results of operations. Adoption of the new guidance resulted in changes to accounting policies for revenue recognition and deferred costs. Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents (if applicable) are negotiated and signed by both parties. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price. |
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 $535,709 and $635,867 for the nine months ended September 30, 2023 and 2022, respectively, which are included in general and administrative expenses on the condensed consolidated statements of operations. | Advertising costs Advertising costs are expensed as incurred. Advertising costs were $783,764 and $815,134 for the years ended December 31, 2022 and 2021, 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 | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees Stock Compensation |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes |
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 statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Notes 5 and 10 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 statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Notes 7 and 13 for further detail. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. | Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations. Accordingly, identifiable tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements recently adopted In June 2016, the FASB issued ASU No. 2016-13, (“ASU 2016-13”), 2016-13 | Recent Accounting Pronouncements Accounting pronouncements recently adopted In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 In February 2016, the FASB issued ASU 2016-02, Leases 2016-02”), 2016-02 non-lease On June 20, 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2018-07, 2018-07”), 2018-07 505-50 Equity non-employee 2018-07 Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, 2016-13”), new-forward credit losses will require organizations to incorporate considerations of historical information, current conditions, and reasonable and supportable forecasts. The standards update is effective prospectively for annual and interim periods beginning after December 15, 2022 for private and smaller reporting companies. The Company is required to adopt ASU 2016-13 |
7GC Co Holdings INC [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period. The condensed consolidated financial statements include the accounts of 7GC & Co. Holdings Inc., and its subsidiaries where we have controlling financial interests. All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Actual results could differ from those 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 and liabilities and disclosure of contingent assets and liabilities at the date of the 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 the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the most significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and any marketable securities held in the Trust Account. Any loss incurred or a lack of access to such marketable securities could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The Trust Account as of September 30, 2023 and December 31, 2022 was held in an interest-bearing demand deposit account. | Concentration of Credit Risk Financial The Trust Account as of December 31, 2022 was held in an interest-bearing demand deposit account. As of December 31, 2021, investments held in the Trust Account were comprised of investments in money market funds that invest solely in U.S. Treasury securities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held no cash equivalents or cash equivalents outside the Trust Account as of September 30, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of December 31, 2022 and 2021. |
Marketable Securities Held in the Trust Account | Marketable Securities Held in the Trust Account The Company’s portfolio of marketable securities held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s marketable securities held in the Trust Account are comprised of U.S. government securities, the marketable securities are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the marketable securities are recognized at fair value. Trading securities and marketable securities in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. In December 2022 the Company instructed the trustee of the Trust Account to liquidate the marketable securities held in the Trust Account and instead to hold the marketable securities in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of September 30, 2023 and December 31, 2022, the marketable securities in the Trust Account are held solely in an interest-bearing demand deposit account. | Cash and Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account prior to the extension period was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. In December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company. As of December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized on the consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current |
Derivative Warrant Liabilities | Derivative 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, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the same terms as Public Warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current require the creation of current liabilities. | Derivative 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, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, and shares of Class A common stock, respectively, subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480-10-S99, paid-in paid-in | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 5,076,777 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, were presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480-10-S99, paid-in redemptions and the payments deposited in the Trust Account. The changes in the carrying value of the common stock, subject to possible redemption, result in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (loss) Per Share of Common Stock | Net Income (loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per share of common stock is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months For the three months For the nine months For the nine months Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Net income (loss) Allocation of net (loss) income, as adjusted $ (166,056 ) $ (286,764 ) $ 800,767 $ 200,192 $ (870,633 ) $ (1,123,460 ) $ 8,417,320 $ 2,104,330 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 3,329,638 5,750,000 23,000,000 5,750,000 4,455,999 5,750,000 23,000,000 5,780,000 Basic and diluted net (loss) income (loss) per common share $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ (0.20 ) $ (0.20 ) $ 0.37 $ 0.37 The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2023 and December 31, 2022, deferred taxes were offset by their full valuation allowances. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period. The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events. As a result, diluted net income per common share is the same as basic net income per common share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 7,544,075 $ 1,894,106 $ 9,301,767 $ 2,325,442 Denominator: Basic and diluted weighted average common shares outstanding 22,901,791 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share $ 0.33 $ 0.33 $ 0.40 $ 0.40 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, deferred taxes were offset by their full valuation allowances. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items] | ||
Schedule of changes in allowance for credit losses | The following table presents changes in the allowance for credit losses for the nine months ended September 30, 2023: Balance—January 1, 2023 $ 107,860 Change in provision for credit losses (103,981 ) Balance—September 30, 2023 $ 3,879 | |
Schedule of Capitalized deferred offering costs | Capitalized deferred offering costs consisted of the following, as of September 30, 2023 and December 31, 2022: September 30, December 31, SPAC-related legal fees $ 2,031,323 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 2,291,343 $ 1,524,934 | Capitalized deferred offering costs consisted of the following, as of December 31, 2022: December 31, SPAC Specific legal fees $ 1,264,914 Investment bank Advisory Services 135,000 Federal Trade Commission filing fees 125,020 Total deferred offering costs capitalized $ 1,524,934 |
Schedule of basic and diluted net income per share | The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of September 30, 2023 2022 Numerator: Net loss attributable to common stock—basic and diluted $ (8,033,477 ) $ (9,006,585 ) Denominator: Weighted average shares—basic and diluted 8,164,050 8,038,527 Net loss per share attributable to common stock—basic and diluted $ (0.98 ) $ (1.12 ) | The calculation of basic and diluted net loss per share attributable to common stock was as follows: As of December 31, 2022 2021 Numerator: Net loss attributable to common stock-basic and diluted $ (15,468,502 ) $ (9,981,629 ) Denominator: Weighted average shares-basic and diluted 8,150,270 7,557,173 Net loss per share attributable to common stock-basic and diluted $ (1.90 ) $ (1.32 ) |
Schedule of Securities that were excluded from loss per share as their effect would be anti-dilutive | Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of September 30, 2023 2022 Options 1,110,209 860,174 Convertible preferred stock 2,328,823 2,328,823 Total 3,439,032 3,188,997 | Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: As of December 31, 2022 2021 Restricted stock — 739,932 Options 603,578 781,715 Convertible preferred stock 2,328,823 2,328,823 Total 2,932,401 3,850,470 |
7GC Co Holdings INC [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share [Line Items] | ||
Schedule of basic and diluted net income per share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the three months For the three months For the nine months For the nine months Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Net income (loss) Allocation of net (loss) income, as adjusted $ (166,056 ) $ (286,764 ) $ 800,767 $ 200,192 $ (870,633 ) $ (1,123,460 ) $ 8,417,320 $ 2,104,330 Denominator: Weighted Average Shares Basic and diluted weighted average shares outstanding 3,329,638 5,750,000 23,000,000 5,750,000 4,455,999 5,750,000 23,000,000 5,780,000 Basic and diluted net (loss) income (loss) per common share $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ (0.20 ) $ (0.20 ) $ 0.37 $ 0.37 | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the Year Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 7,544,075 $ 1,894,106 $ 9,301,767 $ 2,325,442 Denominator: Basic and diluted weighted average common shares outstanding 22,901,791 5,750,000 23,000,000 5,750,000 Basic and diluted net income per common share $ 0.33 $ 0.33 $ 0.40 $ 0.40 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
7GC Co Holdings INC [Member] | ||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | ||
Schedule of class A common stock subject to possible redemption | The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Class A common stock issuance costs (12,403,774 ) Fair value of Public Warrants at issuance (13,340,000 ) Plus: Remeasurement of Class A common stock to redemption value 28,519,292 Redemption of Class A common stock (180,858,526 ) Class A common stock subject to possible redemption, December 31, 2022 51,916,992 Remeasurement of Class A common stock to redemption value 2,003,593 Redemption of Class A common stock (18,443,646 ) Class A common stock subject to possible redemption, September 30, 2023 $ 35,476,939 | The Class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 230,000,000 Less: Amount allocated to Public Warrants (13,340,000 ) Class A common stock issuance costs (12,403,774 ) Plus: Accretion of carrying value to redemption value 25,743,774 Class A common stock subject to possible redemption, December 31, 2021 230,000,000 Less: Redemption of Class A common stock subject to possible redemption (180,858,526 ) Plus: Increase in redemption value of Class A common stock subject to 2,775,518 Class A common stock subject to possible redemption, December 31, 2022 $ 51,916,992 |
Business Combinations & As
Business Combinations & Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | Total Consideration Paid Closing cash price $ 3,400,000 Total purchase price $ 3,400,000 |
Schedule of Fair Value of Net Assets Acquired by Business Acquisitions | The table below sets forth the allocation of the fair value of the Demio net assets acquired and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition. Assets Cash and cash equivalents $ 233,352 Property, plant and equipment 6,265 Technology 1,169,000 Trade names and trademarks 546,000 Goodwill 2,171,526 Total assets 4,126,143 Liabilities Accounts payable and other accrued expenses 180,117 Deferred revenue 136,568 Deferred tax liability 409,458 Total liabilities 726,143 Total net assets acquired 3,400,000 Cash Paid at Closing 3,400,000 Total purchase price $ 3,400,000 |
Schedule of Financial Information Indicative of the Results of Future Operations | The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2021, nor is the financial information indicative of the results of future operations. Revenue (unaudited) Earnings/(Loss) (unaudited) Actual from February 20, 2021 through December 31, 2021 $ 3,468,000 $ (770,000 ) Fiscal 2021 supplemental pro forma from January 1, 2021 through December 31, 2021 $ 6,106,442 $ (9,734,298 ) |
Asset Disposal (Tables)
Asset Disposal (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Acquisition [Abstract] | |
Schedule of Purchase Price on Asset Acquisition | The following table represents the purchase price: Cash $ 400,000 Transaction costs 49,000 Total purchase price $ 449,000 |
Schedule of Net Assets Acquired | The following table represents the net assets acquired: Assets: Technology $ 436,000 Trade names and trademarks 13,000 Net assets acquired $ 449,000 |
Summary of Activities Related to Asset Purchased and Disposal During the Period | The following summarizes the activity related to the High Attendance assets in 2022 and 2021: Carrying Value Acquisition of High Attendance assets $ 449,000 Amortization of High Attendance assets (56,125 ) High Attendance assets-December 31, 2020 392,875 Amortization of High Attendance assets (149,666 ) Impairment of High Attendance assets (243,209 ) High Attendance assets-December 31, 2021 $ — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of revenue | The following table summarizes revenue by region based on the billing address of customers: Nine Months Ended September 30, 2023 2022 Amount Percentage of Amount Percentage of Americas $ 2,041,393 59 % $ 2,679,437 62 % Europe, Middle East and Africa (EMEA) 1,157,712 33 % 1,300,286 30 % Asia Pacific 279,689 8 % 332,708 8 % Total $ 3,478,794 100 % $ 4,312,431 100 % | The following table summarizes revenue by region based on the billing address of customers: Year Ended December 31, 2022 2021 Amount Percentage of Amount Percentage of Americas $ 3,307,129 62 % $ 3,521,217 68 % Europe, Middle East and Africa (EMEA) 1,588,539 30 % 1,351,589 26 % Asia Pacific 437,311 8 % 334,404 6 % Total $ 5,332,979 100 % $ 5,207,210 100 % |
Schedule of accounts receivable, net | Accounts Receivable, Net Opening Balance Closing Balance Opening Balance Closing Balance Accounts receivable, net $ 68,416 $ 94,398 $ 74,727 $ 141,408 | Accounts Receivable 12/31/2022 12/31/2021 Opening Balance Closing Balance Opening Balance Closing Balance Accounts receivable, net $ 74,727 $ 68,416 $ 32,137 $ 74,727 |
Schedule of costs to obtain a contract | The following summarizes the costs to obtain a contract activity during the nine months ended September 30, 2023: Balance—December 31, 2022 $ 69,737 Commissions incurred 200,550 Deferred commissions recognized (248,741 ) Balance—September 30, 2023 $ 21,546 | The following summarizes the Costs to obtain a contract activity in 2022 and 2021: Balance-December 31, 2020 $ 136,276 Commissions Incurred 407,035 Deferred Commissions Recognized (452,649 ) Balance-December 31, 2021 90,662 Commissions Incurred 343,003 Deferred Commissions Recognized (363,928 ) Balance-December 31, 2022 $ 69,737 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Measured at Fair Value on a Recurring Basis | Description Level September 30, 2023 December 31, 2022 Liabilities: Bifurcated embedded derivative liabilities 3 $ 1,552,781 $ 893,216 Bifurcated embedded derivative liabilities—related party 3 $ 3,024,219 $ 1,889,084 SAFE 3 $ 644,146 $ 829,139 SAFE—related party 3 $ 6,709,854 $ 8,636,861 | Description Level December 31, December 31, Liabilities: Bifurcated embedded derivative liabilities 3 $ 893,216 $ 4,000 Bifurcated embedded derivative liabilities-related party 3 $ 1,889,084 $ — SAFE 3 $ 829,139 $ 294,044 SAFE-related party 3 $ 8,636,861 $ 3,062,956 |
Schedule of Changes In Embedded Derivative Liability | Fair Value Related Party Third Party Balance at December 31, 2021 $ — $ 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,365,300 619,700 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) — Change in fair value 592,409 268,891 Balance at December 31, 2022 1,889,084 893,216 Issuance of convertible notes with bifurcated embedded derivative 1,062,776 623,065 Change in fair value 72,359 36,500 Balance at September 30, 2023 $ 3,024,219 $ 1,552,781 | Fair Value Related Party Third Party Balance at December 31, 2020 $ — $ — Issuance of CP BF convertible notes with bifurcated embedded derivative — 3,000 Change in fair value — 1,000 Balance at December 31, 2021 — 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,365,300 619,700 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) — Change in fair value 592,409 268,891 Balance at December 31, 2022 $ 1,889,084 $ 893,216 |
Schedule of Movement In Simple Agreement For Future Equity | Fair Value Related Party Third Party Balance at December 31, 2021 $ 3,062,956 $ 294,044 Change in fair value 4,001,825 384,175 Loss on modification 1,572,080 150,920 Balance at December 31, 2022 8,636,861 829,139 Change in fair value (1,927,007 ) (184,993 ) Balance at September 30, 2023 $ 6,709,854 $ 644,146 | Fair Value Related Party Third Party Balance at December 31, 2020 $ — $ — Issuance of SAFEs 3,500,000 336,000 Change in fair value (437,044 ) (41,956 ) Balance at December 31, 2021 3,062,956 294,044 Change in fair value 4,001,825 384,175 Loss on modification 1,572,080 150,920 Balance at December 31, 2022 $ 8,636,861 $ 829,139 |
7GC Co Holdings INC [Member] | ||
Schedule of fair value on a recurring basis | September 30, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public $ — $ 1,035,000 $ — Derivative warrant liabilities - Private Placement $ — $ 661,500 $ — December 31, 2022 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public $ 805,000 $ — $ — Derivative warrant liabilities - Private Placement $ — $ 514,500 $ — | December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Derivative warrant liabilities - Public $ 805,000 $ — $ — Derivative warrant liabilities - Private Placement $ — $ 514,500 $ — December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 230,023,192 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 7,015,000 $ — $ — Derivative warrant liabilities - Private $ — $ — $ 4,557,000 |
Schedule of fair value measurements | As of December 31, 2021 Volatility 5.7 % Stock price $ 9.76 Time to M&A (Yr) 0.50 Risk-free rate 1.31 % Dividend yield 0.0 % | |
Schedule of derivative warrant liabilities | 2022 Derivative warrant liabilities at January 1, $ 4,557,000 Change in fair value of derivative warrant liabilities (2,793,000 ) Transfer of Public Warrants to Level 1 — Derivative warrant liabilities at March 31, 2022, 1,764,000 Change in fair value of derivative warrant liabilities (1,102,500 ) Derivative warrant liabilities at June 30, 2022 $ 661,500 Change in fair value of derivative warrant liabilities (514,500 ) Derivative warrant liabilities at September 30, 2022 $ 147,000 | Derivative warrant liabilities $ 25,856,500 Transfer of Public Warrants to Level 1 (8,740,000 ) Change in fair value of derivative warrant liabilities (12,559,500 ) Derivative warrant liabilities at December 31, 2021 $ 4,557,000 Change in fair value of derivative warrant liabilities (4,410,000 ) Transfer of Private Placement Warrants to Level 2 (147,000 ) Derivative warrant liabilities at December 31, 2022 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at the dates indicated: December 31, 2022 2021 Computers and equipment 30,866 20,061 Less: accumulated depreciation (19,063 ) (9,475 ) Property and equipment, net $ 11,803 $ 10,586 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | September 30, 2023 December 31, 2022 Prepaid expenses and other current assets: Prepaid data license and subscription costs 6,250 3,124 Prepaid consulting costs 16,539 40,000 Prepaid advertising and marketing costs — 32,178 Prepaid merchant fees 26,600 26,401 Prepaid insurance costs 25,173 15,430 Prepaid software costs 24,620 10,255 Other current assets 44,129 136,382 Total prepaid expenses and other current assets $ 143,311 $ 263,770 | December 31, 2022 2021 Prepaid expenses and other current assets: Prepaid data license and subscription costs 3,124 23,344 Prepaid consulting costs 40,000 — Prepaid advertising and marketing costs 32,178 — Prepaid merchant fees 26,401 26,513 Prepaid insurance costs 15,430 8,992 Prepaid software costs 10,255 73,017 Prepaid interest — 387,724 Prepaid employee benefit costs — 19,056 Other current assets 136,382 129,210 Total prepaid expenses and other current assets $ 263,770 $ 667,856 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Summarizes Our Goodwill Activity | Total Goodwill—December 31, 2022 $ 2,171,526 Goodwill—September 30, 2023 $ 2,171,526 | Total Goodwill-January 1, 2021 $ — Acquisition of Demio 2,171,526 Impairment — Goodwill-December 31, 2021 2,171,526 Impairment — Goodwill-December 31, 2022 $ 2,171,526 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued and other current liabilities | Accrued and other current liabilities consisted of the following at the dates indicated: September 30, 2023 December 31, 2022 Accrued and other current liabilities: Sales tax payable 306,910 230,617 Deposits 54,102 — Accrued streaming service costs 33,286 — Accrued legal costs 27,456 31,355 Accrued subscription costs 24,180 28,774 Accrued accounting and professional services costs 49,000 94,573 Accrued payroll and benefit costs 55,703 95,947 Accrued offering costs — 261,090 Other current liabilities 66,709 3,017 Total accrued and other current liabilities $ 617,346 $ 745,373 | Accrued and other current liabilities consisted of the following at the dates indicated: December 31, 2022 2021 Accrued and other current liabilities: Accrued offering costs $ 261,090 $ — Sales Tax Payable 230,617 113,526 Accrued payroll and benefit costs 95,947 106,257 Accrued accounting and professional services costs 94,573 30,000 Accrued legal costs 31,355 — Accrued subscription costs 28,774 35,139 Accrued advertising and marketing costs — 37,500 Accrued streaming service costs — 33,310 Other current liabilities 3,017 5,000 Total accrued and other current liabilities $ 745,373 $ 360,732 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Contract with Customer, Liability [Abstract] | ||
Schedule of change in deferred revenue | The change in deferred revenue was as follows for the periods indicated: Nine Months Ended 2023 Year Ended 2022 Deferred revenue, beginning of period $ 930,436 $ 1,060,040 Billings 3,401,102 5,040,665 Revenue recognized (prior year deferred revenue) (915,931 ) (1,004,697 ) Revenue recognized (current year deferred revenue) (2,524,599 ) (4,165,572 ) Deferred revenue, end of period $ 891,008 $ 930,436 | The change in deferred revenue was as follows for the years indicated: December 31, 2022 2021 Deferred revenue, beginning of period $ 1,060,040 $ 604,134 Billings 5,040,665 5,127,696 Revenue recognized (prior year deferred revenue) (1,004,697 ) (482,126 ) Revenue recognized (current year deferred revenue) (4,165,572 ) (4,304,195 ) Deferred revenue balance acquired (Demio) — 114,531 Deferred revenue, end of period $ 930,436 $ 1,060,040 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Summary of convertible notes | The following table presents the Related Party and Third Party Convertible Notes, respectively, as of September 30, 2023: Related Party Third Party Face value of the convertible notes $ 6,633,538 $ 3,346,206 Debt discount, net (666,402 ) (430,808 ) Carrying value of the convertible notes 5,967,136 2,915,398 Accrued interest 497,961 191,418 Total convertible notes and accrued interest $ 6,465,097 $ 3,106,816 The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,100,538 $ 1,861,206 Debt discount, net (828,089 ) (419,601 ) Carrying value of the convertible notes 3,272,449 1,441,605 Accrued interest 152,578 48,702 Total convertible notes and accrued interest $ 3,425,027 $ 1,490,307 | The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,100,538 $ 1,861,206 Debt discount, net (828,089 ) (419,601 ) Carrying value of the convertible notes 3,272,449 1,441,605 Accrued interest 152,578 48,702 Total convertible notes and accrued interest $ 3,425,027 $ 1,490,307 |
Loan Agreement With CPBF Lending LLC [Member] | ||
Debt Instrument [Line Items] | ||
Summary of convertible notes | scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. The following table presents the CP BF convertible notes as of September , : Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (44,045 ) Carrying value of the CB BF convertible notes 1,777,300 Accrued interest 808,797 Total CB BF convertible notes and accrued interest $ 2,586,097 The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 | The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 The following table presents the CP BF convertible notes as of December 31, 2021: Face value of the CB BF convertible notes $ 1,500,000 Debt discount, net (62,529 ) Carrying value of the CB BF convertible notes 1,437,471 Accrued interest 217,124 Total CB BF convertible notes and accrued interest $ 1,654,595 |
Summary of term notes | The following table presents the CP BF term note as of September 30, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (133,517 ) Carrying value of the CB BF term note 6,366,483 Accrued interest 664,301 Total CB BF term note and accrued interest $ 7,030,784 The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 | The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 The following table presents the CP BF term note as of December 31, 2021: Face value of the CB BF term note $ 6,500,000 Debt discount, net $ (260,917 ) Carrying value of the CB BF term note $ 6,239,083 Accrued interest $ 86,095 Total CB BF term note and accrued interest $ 6,325,178 |
Commitments & Contingencies (Ta
Commitments & Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of lease expense | The components of lease expense, are as follows: For the Nine Months Ended Components of lease expense: 2023 2022 Operating lease cost $ 151,282 $ 141,447 Lease impairment cost — 303,327 Sublease income (153,248 ) (126,992 ) Total lease (income) cost $ (1,966 ) $ 317,782 | The components of lease expense, are as follows: Components of lease expense: For the Year Ended Operating lease cost $ 191,483 Short-term lease cost — Lease impairment cost 303,327 Sublease income (177,588 ) Total lease cost $ 317,222 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases are as follows: For the Nine Months Ended Supplemental cash flow information: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Non-cash $ 129,705 $ 111,048 Non-cash — (303,327 ) Change in lease liabilities (operating cash flow) (211,204 ) (176,664 ) Operating lease right-of-use Operating leases $ — $ 762,603 | Supplemental cash flow information related to leases are as follows: Supplemental cash flow information: For the Year Ended Cash paid for amounts included in the measurement of lease liabilities: Non-cash $ 152,018 Non-cash (303,327 ) Change in lease liabilities (operating cash flow) (243,596 ) Operating lease right-of-use Operating leases 762,603 |
Schedule of supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows: Operating leases: September 30, 2023 December 31, 2022 Operating lease right-of-use $ 177,553 $ 307,258 Operating lease liability, current 305,450 284,963 Operating lease liability, long-term 2,352 234,043 Total operating lease liabilities $ 307,802 $ 519,006 Weighted-average remaining lease term: September 30, 2023 December 31, 2022 Operating leases (in years) 1.01 1.76 Weighted-average discount rate: September 30, December 31, Operating leases 6.75 % 6.74 % | Supplemental balance sheet information related to leases was as follows: Operating leases: As of December 31, Operating lease right-of-use $ 307,258 Operating lease liability, current 284,963 Operating lease liability, long-term 234,043 Total operating lease liabilities $ 519,006 Weighted-average remaining lease term: As of December 31, Operating leases (in years) 1.76 Weighted-average discount rate: As of December 31, Operating leases 6.74 % |
Schedule of future minimum lease payments under non-cancellable lease | Future minimum lease payments under non-cancellable Maturities of lease liabilities: Year Ending December 31, Remainder of 2023 $ 78,546 2024 240,818 Total undiscounted cash flows 319,364 Less discounting (11,562 ) Present value of lease liabilities $ 307,802 | Future minimum lease payments under non-cancellable Maturities of lease liabilities: Year Ending December 31, 2023 $ 311,327 2024 240,818 Total undiscounted cash flows 552,145 Less discounting (33,139 ) Present value of lease liabilities $ 519,006 |
Schedule of future minimum lease payments under non-cancellable leases | Future minimum lease payments under non-cancellable Future minimum lease payments: Year Ending December 31, 2022 $ 276,888 2023 283,549 2024 217,096 Total future minimum payments $ 777,533 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted shares of common stock | A summary of the status of the Company’s grants of restricted shares of common stock is presented below: Number of Non- Weighted Average Outstanding at January 1, 2021 133,257 $ 0.64 Granted 1,213,346 1.11 Vested (606,671 ) 1.11 Outstanding at December 31, 2021 739,932 1.03 Vested (606,675 ) 1.11 Cancelled/ Forfeited (133,257 ) 0.64 Non-vested — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of assumptions used to compute the fair value of options granted | The following table summarizes assumptions used to compute the fair value of options granted: September 30, 2023 December 31, 2022 Stock price $ 7.04 $ 1.54 Exercise price $ 7.36 $ 1.70 Expected volatility 80.00 - 99.03 % 53.61 - 55.30 % Expected term (in years) 5.25 - 6.08 5.94 - 6.08 Risk-free interest rate 3.46 - 4.31 % 1.95 - 2.85 % | The following table summarizes assumptions used to compute the fair value of options granted: Year Ended December 31, 2022 2021 Stock price $ 1.54 $ 1.11 Exercise price $ 1.70 $ 0.76 - 1.73 Expected volatility 53.61 - 55.30 % 49.70 - 54.58 % Expected term (in years) 5.94 - 6.08 5.44 - 6.08 Risk-free interest rate 1.95 - 2.85 % 0.60 - 1.34 % |
Summary of stock option activity under the plan | A summary of stock option activity under the Plan is as follows: Shares Underlying Weighted Average Weighted Average Intrinsic Value Outstanding at December 31, 2022 603,578 $ 1.35 7.95 $ 3,433,946 Granted 606,200 7.36 Exercised (10,288 ) 0.76 64,609 Expired (19,531 ) 1.71 Forfeited (69,750 ) 3.40 Outstanding at September 30, 2023 1,110,209 $ 4.50 8.33 $ 3,004,816 Exercisable at September 30, 2023 450,909 $ 2.37 7.21 $ 2,136,325 | A summary of stock option activity under the Plan is as follows: Shares Underlying Weighted Average Weighted Average Intrinsic Value Outstanding at January 1, 2021 934,079 $ 0.73 8.99 $ 356,328 Granted 500,500 1.51 Exercised (168,748 ) 0.76 59,062 Expired (24,142 ) 0.76 Forfeited (459,974 ) 0.85 Outstanding at December 31, 2021 781,715 1.15 7.20 369,102 Granted 382,500 1.70 Exercised (13,891 ) 0.76 10,835 Expired (196,154 ) 0.85 Forfeited (350,592 ) 1.59 Outstanding at December 31, 2022 603,578 $ 1.35 7.95 $ 3,433,946 Exercisable at December 31, 2022 301,199 $ 1.00 7.00 $ 1,818,865 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of the income tax (benefit) provision consist | The components of income tax provision (benefit) are as follows: As of December 31, 2022 2021 Federal: Current $ — $ — Deferred — (360,150 ) State and Local: Current — — Deferred — (49,308 ) Total $ — $ (409,458 ) |
Schedule of the company's net deferred tax asset | Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: As of December 31, 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 3,744,512 $ 2,950,020 Contribution carryforwards 20,837 16,222 Stock-based compensation 25,216 17,989 Accrual to cash adjustment 482,109 255,440 Intangible assets — 97,979 Lease Liabilities 119,971 — Right of use assets (71,024 ) — Capitalized R&D costs (Sec. 174) 451,195 — Other 696 820 4,773,512 3,338,470 Valuation allowance (4,773,512 ) (3,338,470 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of federal income tax rate (benefit) to the company's effective tax rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: For the Years Ended December 31, 2022 2021 Statutory federal income tax benefit $ (3,248,385 ) 21 % $ (2,182,128 ) 21 % Permanent items 2,117,591 (14 )% 258,449 (2 )% State taxes, net of federal tax benefit (327,095 ) 2 % (317,955 ) 3 % Change in valuation allowance 1,435,042 (9 )% 1,817,277 (17 )% Change in state tax rate 13,055 — % 18,481 — % Other 9,792 — % (3,582 ) — % Effective tax rate $ — — % $ (409,458 ) 4 % |
7GC Co Holdings INC [Member] | |
Schedule of the income tax (benefit) provision consist | For the For the Current Federal $ 558,171 $ — State 207,383 — Deferred Federal (980,668 ) (558,031 ) State — — Valuation allowance 980,668 558,031 Income tax provision $ 765,554 $ — |
Schedule of the company's net deferred tax asset | December 31, 2022 2021 Deferred tax assets: Start-up/Organization $ 2,068,988 $ 530,288 Net operating loss carryforwards 49,118 49,118 Total deferred tax assets 2,118,106 579,406 Valuation allowance (2,118,106 ) (579,406 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of federal income tax rate (benefit) to the company's effective tax rate | For the Year For the Year Statutory federal income tax rate 21.0 % 21.0 % State taxes 7.0 % 0.0 % Change in fair value of derivative warrant liabilities -28.1 % -25.8 % Change in rate on deferred tax asset -1.8 % 0.0 % Change in valuation allowance 9.5 % 4.8 % Effective tax rate 7.6 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Sponsor and Financing (Details) - Seven GC Co Holdings INC [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Dec. 28, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
IPO [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 23,000,000 | |||
Generating gross proceeds | $ 230 | |||
Offering costs | $ 13.2 | |||
Per unit price (in Dollars per share) | $ 10 | |||
Deferred underwriting commissions | $ 8.1 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 3,000,000 | |||
Private Placement Warrant [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of units issued in transaction (in Shares) | 7,350,000 | 7,350,000 | ||
Generating gross proceeds | $ 7.4 | $ 7.4 | ||
Per unit price (in Dollars per share) | $ 1 | $ 1 |
Description of Organization a_3
Description of Organization and Business Operations - Trust Account (Details) - IPO [Member] - Seven GC Co Holdings INC [Member] $ / shares in Units, $ in Millions | Dec. 28, 2020 USD ($) $ / shares |
Description of Organization and Business Operations (Details) [Line Items] | |
Generating gross proceeds | $ | $ 230 |
Per unit price (in Dollars per share) | $ / shares | $ 10 |
Description of Organization a_4
Description of Organization and Business Operations - Initial Business Combination (Details) - Seven GC Co Holdings INC [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Public shares percentage | 15% | 15% |
Trust account, description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of marketable securities in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). |
Dissolution expenses | $ 100,000 | $ 100,000 |
Net tangible assets | $ 5,000,001 | $ 5,000,001 |
Offering price per (in Dollars per share) | $ 10 | $ 10 |
Percentage of outstanding voting securities | 50% | 50% |
Fair market value percentage | 80% | 80% |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Redemption percentage of public shares (in Dollars per share) | $ 10 | $ 10 |
Description of Organization a_5
Description of Organization and Business Operations - Proposed Business Combination (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 08, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 29, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash | $ 396,761 | $ 1,023,499 | $ 1,786,550 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Pro forma enterprise value | $ 3,400,000 | ||||
Payments to acquire businesses, gross | 3,400,000 | ||||
Seven GC Co Holdings INC [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash | $ 399,511 | 1,016,853 | $ 711,652 | ||
Common stock voting rights | ten votes | ten votes | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Seven GC Co Holdings INC [Member] | Banzai International Inc [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash | $ 5,000,000 | ||||
Common stock voting rights | one vote | one vote | |||
Net tangible assets | $ 5,000,001 | ||||
Minimum Amount Net Cash Condition For Business Combination | 5,000,000 | ||||
Pro forma enterprise value reduction | 100 | ||||
Pro forma enterprise value | 380,000,000 | ||||
Payments to acquire businesses, gross | 293,000,000 | ||||
Seven GC Co Holdings INC [Member] | Banzai International Inc [Member] | GEM Global Yield LLC SCS and GEM Yield Bahamas Limited [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Equity Commitment by Investor | 100,000,000 | ||||
Seven GC Co Holdings INC [Member] | Banzai International Inc [Member] | Previously Reported [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash | 100,000,000 | ||||
Pro forma enterprise value reduction | 7,672,000 | ||||
Seven GC Co Holdings INC [Member] | Banzai International Inc [Member] | Maximum [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Pro forma enterprise value reduction | 100,000,000 | ||||
Seven GC Co Holdings INC [Member] | Banzai International Inc [Member] | Minimum [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Pro forma enterprise value reduction | $ 293,000,000 | ||||
Seven GC Co Holdings INC [Member] | Seven GC New Class B Shares [Member] | Banzai International Inc [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Seven GC Co Holdings INC [Member] | Seven GC New Class A Shares [Member] | Banzai International Inc [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||
Pro forma enterprise value addition | $ 10,000,000 |
Description of Organization a_6
Description of Organization and Business Operations - Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 04, 2023 | Jun. 26, 2023 | Jun. 16, 2023 | Dec. 08, 2022 | Dec. 02, 2022 | Jan. 29, 2021 | May 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 21, 2022 | Dec. 31, 2021 | Feb. 19, 2021 | Feb. 20, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Notes payable | $ 6,494,051 | $ 6,325,178 | |||||||||||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Common Stock, Value, Issued | 816 | $ 817 | 828 | ||||||||||
7GC Co Holdings INC [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Assets held in trust noncurrent | 52,128,420 | 35,559,672 | 230,023,192 | ||||||||||
Notes payable | 900,000 | ||||||||||||
Temporary equity, shares outstanding | 3,172,000 | ||||||||||||
Common Stock, Value, Issued | 0 | 0 | $ 0 | ||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Working Capital Drawdowns [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Maximum borrowing capacity | 500,000 | 500,000 | $ 900,000 | ||||||||||
Additional borrowing capacity | $ 300,000 | ||||||||||||
Notes payable | $ 900,000 | $ 1,800,000 | |||||||||||
Common Class A [Member] | 7GC Co Holdings INC [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Temperory equity shares during the period shares | 1,747,139 | 17,923,223 | 17,923,223 | ||||||||||
Temporary equity common stock possible to redemption shares | 3,329,638 | 5,076,777 | 5,076,777 | 3,329,638 | 23,000,000 | ||||||||
Assets held in trust noncurrent | $ 35,600,000 | $ 52,100,000 | |||||||||||
Temporary equity, shares outstanding | 3,172,000 | 5,076,777 | 3,329,638 | ||||||||||
Percentage of redemption of common stock subject to forfeiture | 100% | ||||||||||||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Class B [Member] | 7GC Co Holdings INC [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Class B [Member] | 7GC Co Holdings INC [Member] | Holder [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of shares issued during the period | $ 396,500 | ||||||||||||
Fair value of common stock issued | $ 372,710 | ||||||||||||
Stock fair value | 0.94% | ||||||||||||
Common Class B [Member] | 7GC Co Holdings INC [Member] | Sponsor [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Stock forfeited and surrendered during the period value | $ 0 | ||||||||||||
Stock forfeited and surrendered during the period Shares | 396,500 | ||||||||||||
Demio, Inc. [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 29, 2021 | ||||||||||||
Hyros, Inc., [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||||||||
Business Combination, Price of Acquisition, Expected | $ 110,000,000 | ||||||||||||
7GC Co Holdings INC [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||
Business Combination, Price of Acquisition, Expected | $ 100,000,000 | ||||||||||||
Common Stock, Conversion Basis | all outstanding shares of capital stock of Banzai will be canceled and converted into the right to receive newly issued shares of common stock | ||||||||||||
Business Acquisition, Share Price | $ 10 | ||||||||||||
GEM Agreement [Member] | GEM Warrant [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Percentage of right to convert warrant to common shares | 3% | ||||||||||||
Warrants and Rights Outstanding | $ 650,000,000 | ||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||
Percentage of Commitment Fee Payable | 2% | ||||||||||||
Commitment Fee Payable Upon Each Draw Down | $ 100,000,000 | ||||||||||||
GEM Agreement [Member] | GEM Warrant [Member] | From the Public Listing Date [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Automatic Termination of the Agreement Will Occur at the Earliest of Consecutive Months | 36 months | ||||||||||||
GEM Agreement [Member] | GEM Warrant [Member] | From the Effective Date (May 27, 2022) [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Automatic Termination of the Agreement Will Occur at the Earliest of Consecutive Months | 36 months | ||||||||||||
GEM Agreement [Member] | Share Purchase Agreement [Member] | |||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||
Common Stock, Value, Issued | $ 100,000,000 |
Description of Organization a_7
Description of Organization and Business Operations - Liquidity and Going Concern (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 03, 2023 | Dec. 21, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Notes payable | $ 6,494,051 | $ 6,325,178 | |||
Seven GC Co Holdings INC [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Working capital | $ 7,626,337 | 3,200,000 | |||
Unrealized gain (loss) on investments | 1,100,000 | 1,100,000 | |||
Cash withdrawn from trust account to pay tax obligations | 1,100,000 | 1,100,000 | |||
Tax obligations can be withdrawn from the trust account | 111,000 | ||||
Operating cash account | 399,511 | 1,000,000 | |||
Notes payable | 900,000 | ||||
Convertible loan from related party | 2,300,000 | 1,100,000 | 0 | ||
Amount Withdrawn For Redemptions | 18,000,000 | ||||
Cash Withdrawn From Trust Account For Redemptions | 180,900,000 | 180,858,526 | $ 0 | ||
Seven GC Co Holdings INC [Member] | Working Capital Loan [Member] | Subsequent Event [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 500,000 | ||||
Seven GC Co Holdings INC [Member] | Sponsor Member | Unsecured Promissory Note [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Maximum borrowing capacity | $ 500,000 | ||||
Notes payable | 500,000 | 200,000 | |||
Seven GC Co Holdings INC [Member] | Sponsor Member | Extension Drawdowns [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Maximum borrowing capacity | 1,800,000 | 1,800,000 | 1,800,000 | ||
Notes payable | 1,800,000 | 900,000 | |||
Seven GC Co Holdings INC [Member] | Sponsor Member | Working Capital Drawdowns and Extension Drawdowns [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Maximum borrowing capacity | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 400,000 | $ 200,000 | |||
Net cash used in operating activities | (5,041,691) | $ (4,724,741) | (5,168,175) | $ (6,842,679) | |
Accumulated deficit | (40,393,539) | (32,360,062) | $ (16,891,560) | ||
Convertible Subordinated Debt [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
issuing additional subordinated convertible promissory notes | $ 4,000,000 | ||||
Net cash used in operating activities | $ 5,040,000 | $ 5,170,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 USD ($) Segments shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) Segments shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) OperatingSegment shares | Dec. 31, 2021 USD ($) shares | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Accounts Receivable, Allowance for Credit Loss, Current | 3,879 | $ 107,860 | 107,860 | $ 107,860 | $ 107,860 | $ 107,860 | $ 107,860 | 262,489 | |
Bad debt expenses for accounts receivable | $ 3,879 | $ 217,916 | $ 92,619 | 231,699 | |||||
Property and equipment estimated useful lives | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | ||
Number of operating segments | 1 | 1 | 1 | ||||||
Impairments of goodwill | $ 0 | 0 | $ 0 | 0 | |||||
Total revenues | 3,478,794 | 4,312,431 | 5,332,979 | 5,207,210 | |||||
Advertising costs | 535,709 | 635,867 | 783,764 | 815,134 | |||||
Bad debt expenses for accounts receivable balances directly written-off | 12,467 | 205,350 | |||||||
Impairment of intangible assets | 0 | 1,634,242 | |||||||
Intangible assets fair value | 0 | ||||||||
Deferred offering costs | 2,291,343 | $ 1,524,934 | 1,524,934 | $ 1,524,934 | $ 1,524,934 | $ 1,524,934 | $ 1,524,934 | $ 0 | |
Total lease payments | 6,500 | ||||||||
Demio And High Attendance Acquisitions [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Percentage of intangible assets recognized as part of Business Acquisition | 100% | ||||||||
Accounts Receivable [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Bad debt expenses for accounts receivable | $ 37,099 | $ 44,514 | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Number of Major Customers | three | ||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 21% | 35% | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 16% | 25% | |||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 10% | ||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 47% | 60% | |||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% | |||||
Total revenues | 259,635 | $ 106,531 | |||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Customer 1 [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Concentration Risk, Percentage | 10% | 10% | 10% | ||||||
Number of Major Supplier | one | one | one | ||||||
7GC Co Holdings INC [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Federal depository insurance coverage (in Dollars) | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||
7GC Co Holdings INC [Member] | Private Placement [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 18,850,000 | 18,850,000 | |||||||
7GC Co Holdings INC [Member] | Common Class A [Member] | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||
Subject to possible redemption | shares | 3,329,638 | 5,076,777 | 5,076,777 | 5,076,777 | 5,076,777 | 5,076,777 | 5,076,777 | 23,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||
Net loss attributable to common stock, Basic | $ (8,033,477) | $ (9,006,585) | $ (15,468,502) | $ (9,981,629) | ||
Net loss attributable to common stock, Diluted | $ (8,033,477) | $ (9,006,585) | $ (15,468,502) | $ (9,981,629) | ||
Denominator: | ||||||
Weighted average shares outstanding, Basic | 8,164,050 | 8,038,527 | 8,150,270 | 7,557,173 | ||
Weighted average shares outstanding, Diluted | 8,164,050 | 8,038,527 | 8,150,270 | 7,557,173 | ||
Net income (loss) per share, Basic | $ (0.98) | $ (1.12) | $ (1.9) | $ (1.32) | ||
Net income (loss) per share, Diluted | $ (0.98) | $ (1.12) | $ (1.9) | $ (1.32) | ||
7GC Co Holdings INC [Member] | Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (166,056) | $ 800,767 | $ (870,633) | $ 8,417,320 | $ 7,544,075 | $ 9,301,767 |
Denominator: | ||||||
Weighted average shares outstanding, Basic | 3,329,638 | 23,000,000 | 4,455,999 | 23,000,000 | 22,901,791 | 23,000,000 |
Weighted average shares outstanding, Diluted | 3,329,638 | 23,000,000 | 4,455,999 | 23,000,000 | 22,901,791 | 23,000,000 |
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
7GC Co Holdings INC [Member] | Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (286,764) | $ 200,192 | $ (1,123,460) | $ 2,104,330 | $ 1,894,106 | $ 2,325,442 |
Denominator: | ||||||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,780,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,780,000 | 5,750,000 | 5,750,000 |
Net income (loss) per share, Basic | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Net income (loss) per share, Diluted | $ (0.05) | $ 0.03 | $ (0.2) | $ 0.37 | $ 0.33 | $ 0.4 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Changes In Allowance For Credit Losses (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Opening Balance | $ 107,860 |
Change in provision for credit losses | (103,981) |
Closing Balance | $ 3,879 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Capitalized Deferred Offering Costs (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items] | |||
Deferred Costs, Noncurrent | $ 2,291,343 | $ 1,524,934 | $ 0 |
SPAC-related legal fees [Member] | |||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items] | |||
Deferred Costs, Noncurrent | 2,031,323 | 1,264,914 | |
Investment bank advisory services [Member] | |||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items] | |||
Deferred Costs, Noncurrent | 135,000 | 135,000 | |
Federal Trade Commission filing fees [Member] | |||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Line Items] | |||
Deferred Costs, Noncurrent | $ 125,020 | $ 125,020 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule Of Securities That Were Excluded From Loss Per Share As Their Effect Would Be Anti-Dilutive (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,439,032 | 3,188,997 | 2,932,401 | 3,850,470 |
Restricted stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 739,932 | ||
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,110,209 | 860,174 | 603,578 | 781,715 |
Convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,328,823 | 2,328,823 | 2,328,823 | 2,328,823 |
Initial Public Offering (Detail
Initial Public Offering (Details) - 7GC Co Holdings INC [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 28, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Description of initial public offering | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | Each Unit consists of one Public Share and one-half of one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 23,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 230 | ||
Offering costs | 13.2 | ||
Deferred underwriting commission | $ 8.1 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 3,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 04, 2023 | Feb. 09, 2023 | Dec. 28, 2020 | Dec. 31, 2020 | Sep. 18, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 03, 2023 | Jun. 16, 2023 | Dec. 21, 2022 | Dec. 08, 2022 | Jan. 29, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
7GC Co Holdings INC [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Office space, utilities and secretarial and administrative support expenses | $ 10,000 | $ 10,000 | ||||||||||||||
Incurred and expensed expenses | $ 30,000 | $ 90,000 | 30,000 | $ 90,000 | 120,000 | $ 120,000 | ||||||||||
Proceeds from related party debt | $ 1,200,000 | $ 0 | $ 1,100,000 | $ 0 | ||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||
Temporary equity, shares outstanding | 3,172,000 | |||||||||||||||
Loans payable current | $ 2,300,000 | $ 2,300,000 | $ 1,100,000 | |||||||||||||
7GC Co Holdings INC [Member] | Sponsor Forfeiture Agreement [Member] | Forfeited Private Placement Warrants [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Warrants issued | 7,350,000 | |||||||||||||||
Warrants price per share | $ 11.5 | |||||||||||||||
7GC Co Holdings INC [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Purchase of shares | 3,000,000 | |||||||||||||||
7GC Co Holdings INC [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Purchase of shares | 18,850,000 | 18,850,000 | ||||||||||||||
Warrants issued | 7,350,000 | 7,350,000 | ||||||||||||||
Warrants price per share | $ 1 | $ 1 | $ 1 | |||||||||||||
Generating gross proceeds | $ 7,400,000 | $ 7,400,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Founder Shares [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Purchase of shares | $ 25,000 | |||||||||||||||
Price per share | $ 0.005 | |||||||||||||||
Transfer of shares | 25,000 | |||||||||||||||
Founder shares outstanding | 5,750,000 | |||||||||||||||
Transfer of initial stockholders share | 14,286 | |||||||||||||||
Shares subject to forfeiture | 750,000 | |||||||||||||||
Issued and outstanding shares percentage | 20% | |||||||||||||||
7GC Co Holdings INC [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Shares subject to forfeiture | 750,000 | |||||||||||||||
7GC Co Holdings INC [Member] | Common Class B [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
7GC Co Holdings INC [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Purchase of shares | 5,031,250 | |||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Stock dividends | 0.143 | |||||||||||||||
Founder shares outstanding | 5,750,000 | |||||||||||||||
7GC Co Holdings INC [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | ||||||||||||
Common stock equals or exceeds per share | $ 12 | $ 12 | $ 12 | |||||||||||||
Temporary equity, shares outstanding | 3,329,638 | 3,329,638 | 5,076,777 | 3,172,000 | ||||||||||||
Percentage of redemption of common stock subject to forfeiture | 100% | |||||||||||||||
7GC Co Holdings INC [Member] | Common Class A [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Warrants price per share | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Outstanding balance for advances | $ 67,000 | $ 67,000 | ||||||||||||||
Proceeds from related party debt | 0 | 0 | ||||||||||||||
Due to Related Parties | $ 30,000 | $ 30,000 | $ 0 | |||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Working Capital Drawdowns and Extension Drawdowns [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Maximum borrowing capacity | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | ||||||||||||
Proceeds from related party debt | 1,100,000 | 1,100,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Working Capital Drawdowns [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 500,000 | 500,000 | 500,000 | 900,000 | ||||||||||||
Proceeds from related party debt | $ 177,500 | 122,500 | 900,000 | 900,000 | ||||||||||||
Debt Instrument Carrying Amount | 500,000 | 500,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Working Capital Drawdowns [Member] | Subsequent Event [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Proceeds from related party debt | $ 177,500 | |||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Extension Drawdowns [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Maximum borrowing capacity | 1,800,000 | 1,800,000 | 1,800,000 | $ 1,800,000 | ||||||||||||
Proceeds from related party debt | 900,000 | 200,000 | ||||||||||||||
Debt Instrument Carrying Amount | $ 1,800,000 | $ 1,800,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Out Of Pocket Expenses [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Outstanding balance for advances | $ 48,000 | $ 0 | ||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | Common Class B [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
7GC Co Holdings INC [Member] | Promissory Note Related Party [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||
Borrowed loan (in Dollars) | $ 150,000 | |||||||||||||||
7GC Co Holdings INC [Member] | Working Capital Loans [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Warrants price per share | $ 1 | $ 1 | $ 1 | |||||||||||||
Related party transaction | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Working Capital Loans [Member] | Subsequent Event [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - 7GC Co Holdings INC [Member] - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants exercise price, description | The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Warrants become exercisable, description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 7,350,000 | 7,350,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | Jun. 26, 2023 | Dec. 08, 2022 | Dec. 02, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 29, 2021 |
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Common stock, shares authorized | 19,544,521 | 19,544,521 | 19,544,521 | 19,544,521 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Notes payable | $ 6,494,051 | $ 6,325,178 | |||||
Related Party [Member] | |||||||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Notes payable | $ 1,154,997 | 0 | |||||
Common Class A [Member] | |||||||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Common stock, shares authorized | 13,224,521 | ||||||
7GC Co Holdings INC [Member] | |||||||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||
Notes payable | 900,000 | ||||||
7GC Co Holdings INC [Member] | Related Party [Member] | |||||||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Notes payable | $ 1,800,000 | $ 1,800,000 | |||||
7GC Co Holdings INC [Member] | Common Class A [Member] | |||||||
Class A Common Stock Subject to Possible Redemption (Details) [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, subject to possible redemption, shares | 3,329,638 | 5,076,777 | 3,329,638 | 5,076,777 | 23,000,000 | ||
Temperory equity shares during the period shares | 1,747,139 | 17,923,223 | 17,923,223 | ||||
Temporary equity per share | $ 10.55 | ||||||
Temporary equity share outstanding | 1,747,139 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Less: | ||||
Class A common stock issuance costs | $ (13,362) | $ (5,016) | $ (5,016) | $ (128,127) |
Plus: | ||||
Class A common stock subject to possible redemption | 6,318,491 | 6,318,491 | 6,318,491 | |
7GC Co Holdings INC [Member] | Common Class A [Member] | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Gross proceeds | 230,000,000 | 230,000,000 | ||
Less: | ||||
Amount allocated to Public Warrants | (13,340,000) | |||
Class A common stock issuance costs | (12,403,774) | (12,403,774) | ||
Fair value of Public Warrants at issuance | (13,340,000) | |||
Plus: | ||||
Accretion of carrying value to redemption value | 25,743,774 | |||
Class A common stock subject to possible redemption | 35,476,939 | 51,916,992 | $ 230,000,000 | |
Less: | ||||
Redemption of Class A common stock subject to possible redemption | (18,443,646) | (180,858,526) | ||
Plus: | ||||
Remeasurement of Class A common stock to redemption value | 2,003,593 | 2,775,518 | ||
Redemption of Class A common stock | $ (18,443,646) | (180,858,526) | ||
7GC Co Holdings INC [Member] | Common Class A [Member] | Previously Reported [Member] | ||||
Plus: | ||||
Remeasurement of Class A common stock to redemption value | $ 28,519,292 |
Business Combinations & _2
Business Combinations & Asset Acquisitions (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Feb. 19, 2021 USD ($) Number | Feb. 19, 2019 USD ($) | Feb. 19, 2021 USD ($) Number | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 3,400,000 | |||||
Goodwill, acquired during period | $ 2,171,526 | |||||
Revenue of acquiree since acquisition date | $ 3,468,000 | 6,106,442 | ||||
Earnings or loss of acquiree since acquisition date | (770,000) | (9,734,298) | ||||
Demio, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | 100% | ||||
Payments to acquire businesses, gross | $ 3,400,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | 1,213,346 | |||||
Business combination, consideration transferred, liabilities incurred | $ 2,000,000 | |||||
Goodwill, acquired during period | 2,171,526 | |||||
Goodwill, expected to be deductible for income tax purposes | 0 | 0 | ||||
Business acquisition, transaction costs | 185,000 | $ 185,000 | ||||
Revenue of acquiree since acquisition date | 3,468,000 | |||||
Earnings or loss of acquiree since acquisition date | $ 770,000 | |||||
Business acquisition, pro forma revenue | $ 899,232 | |||||
Business acquisition, pro forma net income (loss) | $ 247,331 | |||||
Demio, Inc. [Member] | Payable On Achievement Of Targeted Revenue [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Targeted revenue | $ 4,000,000 | |||||
Number of cash payments | Number | 2 | 2 | ||||
Contingent consideration, payable in cash | $ 1,000,000 | $ 1,000,000 |
Business Combinations & _3
Business Combinations & Asset Acquisitions (Details) - Schedule of Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Total Consideration Paid | |
Closing cash price | $ 3,400,000 |
Total purchase price | $ 3,400,000 |
Business Combinations & _4
Business Combinations & Asset Acquisitions (Details) - Schedule of Fair Value of Net Assets Acquired by Business Acquisitions - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | ||||
Cash and cash equivalents | $ 233,352 | |||
Property, plant and equipment | 6,265 | |||
Technology | 1,169,000 | |||
Trade names and trademarks | 546,000 | |||
Goodwill | 2,171,526 | $ 2,171,526 | $ 2,171,526 | $ 0 |
Total assets | 4,126,143 | |||
Liabilities | ||||
Accounts payable and other accrued expenses | 180,117 | |||
Deferred revenue | 136,568 | |||
Deferred tax liability | 409,458 | |||
Total liabilities | 726,143 | |||
Total net assets acquired | 3,400,000 | |||
Cash Paid at Closing | 3,400,000 | |||
Total purchase price | $ 3,400,000 |
Business Combinations & _5
Business Combinations & Asset Acquisitions (Details) - Schedule of Financial Information Indicative of the Results of Future Operations - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 3,468,000 | $ 6,106,442 |
Earnings/(Loss) | $ (770,000) | $ (9,734,298) |
Asset Disposal (Details)
Asset Disposal (Details) - USD ($) | 12 Months Ended | ||||||
Jul. 01, 2022 | Aug. 14, 2020 | Dec. 31, 2022 | Dec. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2021 | Jan. 29, 2021 | |
Asset Acquisition [Line Items] | |||||||
Asset acquisition, in exchange for cash | $ 400,000 | ||||||
Asset acquisition, transaction cost | $ 49,000 | ||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
High Attendance [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Asset acquisition, in exchange for cash | $ 449,000 | ||||||
Asset acquisition, transaction cost | 49,000 | ||||||
High Attendance [Member] | Common Class A [Member] | Restricted Stock [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Asset acquisition, in exchange for cash | $ 17,500 | ||||||
Asset Acquisition, in exchange for restricted shares | $ 133,257 | ||||||
Cancellation of shares | 133,257 | 133,257 | |||||
Common stock, par or stated value per share | $ 0.0001 | ||||||
Share-based payment award, award vesting period | 24 months | ||||||
Gain (loss) recognized on nonmonetary transactions | $ 0 |
Asset Disposal (Details) - Sche
Asset Disposal (Details) - Schedule of Purchase Price on Asset Acquisition | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset Acquisition [Abstract] | |
Cash | $ 400,000 |
Transaction costs | 49,000 |
Total purchase price | $ 449,000 |
Asset Disposal (Details) - Sc_2
Asset Disposal (Details) - Schedule of Net Assets Acquired | Dec. 31, 2022 USD ($) |
Asset Acquisition, Contingent Consideration [Line Items] | |
Net assets acquired | $ 449,000 |
Technology [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Net assets acquired | 436,000 |
Trade names and trademarks [Member] | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Net assets acquired | $ 13,000 |
Asset Disposal (Details) - Summ
Asset Disposal (Details) - Summary of Activities Related to Asset Purchased and Disposal During the Period - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition [Abstract] | ||
Acquisition of High Attendance assets | $ 149,666 | $ 449,000 |
Amortization of High Attendance assets | 56,125 | |
Impairment of High Attendance assets | (243,209) | |
High Attendance assets | $ 0 | $ 392,875 |
Revenue (Details)
Revenue (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract costs net | $ 21,546 | $ 69,737 | $ 90,662 | $ 136,276 | |
Capitalized Contract Costs Commission [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contracts costs incurred during the period | 283,210 | $ 311,149 | |||
Capitalized contract costs net | $ 21,546 | $ 69,737 | |||
Demio [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of certainity of collection of revenue | 100% | 100% | |||
Reach [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of certainity of collection of revenue | 100% | 100% |
Revenue - Schedule of Revenue (
Revenue - Schedule of Revenue (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 3,478,794 | $ 4,312,431 | $ 5,332,979 | $ 5,207,210 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100% | 100% | 100% | 100% |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 2,041,393 | $ 2,679,437 | $ 3,307,129 | $ 3,521,217 |
Americas [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 59% | 62% | 62% | 68% |
EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 1,157,712 | $ 1,300,286 | $ 1,588,539 | $ 1,351,589 |
EMEA [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 33% | 30% | 30% | 26% |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 279,689 | $ 332,708 | $ 437,311 | $ 334,404 |
Asia Pacific [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 8% | 8% | 8% | 6% |
Revenue - Schedule of Accounts
Revenue - Schedule of Accounts Receivable, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||||
Accounts receivable, net | $ 94,398 | $ 68,416 | $ 141,408 | $ 74,727 | $ 32,137 |
Revenue - Schedule of Costs to
Revenue - Schedule of Costs to Obtain a Contract (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Beginning Balance | $ 69,737 | $ 90,662 | $ 136,276 |
Commissions incurred | 200,550 | 343,003 | 407,035 |
Deferred commissions recognized | (248,741) | (363,928) | (452,649) |
Closing Balance | $ 21,546 | $ 69,737 | $ 90,662 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Simple Agreement For Future Equity [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Multiple of cash out amount for calculating the amount to be settled by way of cash | 2 | |||||
Fiar value measurement with unobservable input reconciliation recurring basis liability issues | $ 3,836,000 | |||||
Discount percentage of shares for conversion of derivative instruments into equity | 15% | |||||
7GC Co Holdings INC [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Benefit/(charge) resulting from a decrease/(increase) in fair value of erivative warrant liabilities | $ 0 | $ (1,319,500) | $ 377,000 | $ (11,195,000) | $ (10,252,500) | $ (14,284,500) |
Fair Value, Recurring [Member] | 7GC Co Holdings INC [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Assets, fair value disclosure | 0 | 0 | 0 | |||
Public Warrants [Member] | 7GC Co Holdings INC [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Benefit/(charge) resulting from a decrease/(increase) in fair value of erivative warrant liabilities | $ 0 | $ (400,000) | $ 10,300,000 | $ 14,300,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - 7GC Co Holdings INC [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities - Public | $ 0 | $ 805,000 | $ 7,015,000 |
Derivative warrant liabilities - Private Placement | 0 | 0 | 0 |
Assets: | |||
Investments held in Trust Account | 230,023,192 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities - Public | 1,035,000 | 0 | 0 |
Derivative warrant liabilities - Private Placement | 661,500 | 514,500 | 0 |
Assets: | |||
Investments held in Trust Account | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Derivative warrant liabilities - Public | 0 | 0 | 0 |
Derivative warrant liabilities - Private Placement | $ 0 | $ 0 | 4,557,000 |
Assets: | |||
Investments held in Trust Account | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements - 7GC Co Holdings INC [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 08, 2022 | |
Fair Value Measurements [Line Items] | ||
Volatility | 5.70% | |
Stock price (in Dollars per share) | $ 9.76 | $ 10 |
Time to M&A (Year) | 6 months | |
Risk-free rate | 1.31% | |
Dividend yield | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - 7GC Co Holdings INC [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Derivative warrant liabilities at begining | $ 661,500 | $ 1,764,000 | $ 4,557,000 | $ 4,557,000 | $ 25,856,500 |
Transfer of Public Warrants to Level 1 | 0 | (8,740,000) | |||
Change in fair value of derivative warrant liabilities | (514,500) | (1,102,500) | (2,793,000) | (4,410,000) | (12,559,500) |
Transfer of Private Placement Warrants to Level 2 | (147,000) | ||||
Derivative warrant liabilities at ending | $ 147,000 | $ 661,500 | $ 1,764,000 | $ 0 | $ 4,557,000 |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Nonrelated Party [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bifurcated embedded derivative liabilities | $ 1,552,781 | $ 893,216 | $ 4,000 | $ 0 |
Related Party [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bifurcated embedded derivative liabilities | 3,024,219 | 1,889,084 | 0 | $ 0 |
Fair Value, Inputs, Level 3 [Member] | Nonrelated Party [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bifurcated embedded derivative liabilities | 1,552,781 | 893,216 | 4,000 | |
SAFE | 644,146 | 829,139 | 294,044 | |
Fair Value, Inputs, Level 3 [Member] | Related Party [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bifurcated embedded derivative liabilities | 3,024,219 | 1,889,084 | 0 | |
SAFE | $ 6,709,854 | $ 8,636,861 | $ 3,062,956 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Changes In Embedded Derivative Liability - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party [Member] | |||
Disclosure In Tabular Form Of Changes In Embedded Derivative Liability Based On Significant Unobservable Input [Line Items] | |||
Fair Value, Opening Balance | $ 1,889,084 | $ 0 | $ 0 |
Issuance of convertible notes with bifurcated embedded derivative | 1,062,776 | 1,365,300 | |
Issuance of CP BF convertible notes with bifurcated embedded derivative | 1,375 | 0 | |
Extinguishment of Old Alco Note derivative | (70,000) | ||
Change in fair value | 72,359 | 592,409 | 0 |
Fair Value, Ending Balance | 3,024,219 | 1,889,084 | 0 |
Third Party [Member] | |||
Disclosure In Tabular Form Of Changes In Embedded Derivative Liability Based On Significant Unobservable Input [Line Items] | |||
Fair Value, Opening Balance | 893,216 | 4,000 | 0 |
Issuance of convertible notes with bifurcated embedded derivative | 623,065 | 619,700 | |
Issuance of CP BF convertible notes with bifurcated embedded derivative | 625 | 3,000 | |
Extinguishment of Old Alco Note derivative | 0 | ||
Change in fair value | 36,500 | 268,891 | 1,000 |
Fair Value, Ending Balance | $ 1,552,781 | $ 893,216 | $ 4,000 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Movement In Simple Agreement For Future Equity - Simple Agreement For Future Equity [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jan. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items] | |||||
Issuance of SAFEs | $ 3,836,000 | ||||
Related Party [Member] | |||||
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items] | |||||
Fair Value, Opening Balance | $ 0 | $ 8,636,861 | $ 3,062,956 | $ 3,062,956 | 0 |
Issuance of SAFEs | 3,500,000 | 3,500,000 | |||
Change in fair value | 1,927,007 | (962,591) | 4,001,825 | (437,044) | |
Loss on modification | 1,572,080 | ||||
Fair Value, Ending Balance | 8,636,861 | 3,062,956 | |||
Related Party [Member] | 7GC Co Holdings INC [Member] | |||||
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items] | |||||
Fair Value, Opening Balance | 8,636,861 | 3,062,956 | 3,062,956 | ||
Change in fair value | (1,927,007) | 4,001,825 | |||
Loss on modification | 1,572,080 | ||||
Fair Value, Ending Balance | 6,709,854 | 8,636,861 | 3,062,956 | ||
Third Party [Member] | |||||
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items] | |||||
Fair Value, Opening Balance | 0 | 829,139 | 294,044 | 294,044 | 0 |
Issuance of SAFEs | $ 336,000 | 336,000 | |||
Change in fair value | 184,993 | (92,409) | 384,175 | (41,956) | |
Loss on modification | 150,920 | ||||
Fair Value, Ending Balance | 829,139 | 294,044 | |||
Third Party [Member] | 7GC Co Holdings INC [Member] | |||||
Disclosure In Tabular Form Of Movement In Simple Agreement For Future Equity Based On Significant Unobservable Input [Line Items] | |||||
Fair Value, Opening Balance | 829,139 | $ 294,044 | 294,044 | ||
Change in fair value | (184,993) | 384,175 | |||
Loss on modification | 150,920 | ||||
Fair Value, Ending Balance | $ 644,146 | $ 829,139 | $ 294,044 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 5,596 | $ 7,054 | $ 9,588 | $ 6,916 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of Property and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | |||
Computers and equipment | $ 30,866 | $ 20,061 | |
Less: accumulated depreciation | (19,063) | (9,475) | |
Property and equipment, net | $ 6,207 | $ 11,803 | $ 10,586 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Prepaid data license and subscription costs | $ 6,250 | $ 3,124 | $ 23,344 |
Prepaid consulting costs | 16,539 | 40,000 | 0 |
Prepaid advertising and marketing costs | 0 | 32,178 | 0 |
Prepaid merchant fees | 26,600 | 26,401 | 26,513 |
Prepaid insurance costs | 25,173 | 15,430 | 8,992 |
Prepaid software costs | 24,620 | 10,255 | 73,017 |
Prepaid interest | 0 | 387,724 | |
Prepaid employee benefit costs | 0 | 19,056 | |
Other current assets | 44,129 | 136,382 | 129,210 |
Total prepaid expenses and other current assets | $ 143,311 | $ 263,770 | $ 667,856 |
Goodwill (Details)
Goodwill (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 Segments | Dec. 31, 2022 USD ($) Segments | Dec. 31, 2022 USD ($) OperatingSegment | Dec. 31, 2022 USD ($) ReportingUnits | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||
Number of operating segments | 1 | 1 | 1 | ||
Number of reporting units | ReportingUnits | 1 | ||||
Reporting unit carrying value | $ 19,252,093 | $ 19,252,093 | $ 19,252,093 | $ 8,593,627 | |
Goodwill impaired accumulated impairment loss | 0 | 0 | 0 | 0 | |
One Identifiable Reporting Unit [Member] | |||||
Goodwill [Line Items] | |||||
Reporting unit fair value | $ 99,410,104 | $ 99,410,104 | $ 99,410,104 | $ 19,574,000 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Summarizes Our Goodwill Activity - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, Opening Balance | $ 2,171,526 | $ 2,171,526 | $ 2,171,526 | $ 0 |
Acquisition of Demio | 2,171,526 | |||
Impairment | 0 | $ 0 | 0 | 0 |
Goodwill, Ending Balance | $ 2,171,526 | $ 2,171,526 | $ 2,171,526 |
Accrued And Other Current Lia_3
Accrued And Other Current Liabilities - Schedule Of Accrued And Other Current Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |||
Sales tax payable | $ 306,910 | $ 230,617 | $ 113,526 |
Deposits | 54,102 | ||
Accrued streaming service costs | 33,286 | 33,310 | |
Accrued legal costs | 27,456 | 31,355 | |
Accrued subscription costs | 24,180 | 28,774 | 35,139 |
Accrued advertising and marketing costs | 37,500 | ||
Accrued accounting and professional services costs | 49,000 | 94,573 | 30,000 |
Accrued payroll and benefit costs | 55,703 | 95,947 | 106,257 |
Accrued offering costs | 261,090 | ||
Other current liabilities | 66,709 | 3,017 | 5,000 |
Total accrued and other current liabilities | $ 617,346 | $ 745,373 | $ 360,732 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability [Abstract] | ||||
Contract with customer liability revenue recognized | $ (915,931) | $ 919,764 | $ (1,004,697) | $ (482,126) |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of change in deferred revenue (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Liability [Abstract] | ||||
Deferred revenue, beginning of period | $ 930,436 | $ 1,060,040 | $ 1,060,040 | $ 604,134 |
Billings | 3,401,102 | 5,040,665 | 5,127,696 | |
Revenue recognized (prior year deferred revenue) | (915,931) | $ 919,764 | (1,004,697) | (482,126) |
Revenue recognized (current year deferred revenue) | (2,524,599) | (4,165,572) | (4,304,195) | |
Deferred revenue balance acquired (Demio) | 0 | 114,531 | ||
Deferred revenue, end of period | $ 891,008 | $ 930,436 | $ 1,060,040 |
Debt (Details)
Debt (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2023 USD ($) | Oct. 10, 2022 USD ($) | Feb. 19, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 13, 2023 USD ($) | Aug. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jul. 19, 2022 USD ($) | Mar. 21, 2022 USD ($) Time | |
Debt Instrument [Line Items] | |||||||||||||
Gain loss on extinguishment of debt | $ 0 | $ 56,653 | $ 56,653 | $ (40,668) | |||||||||
Nonrelated Party [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 1,879,394 | 1,372,689 | 1,651,141 | 1,217,940 | |||||||||
Old Alco Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 2,000,000 | ||||||||||||
Debt instrument stated interest rate percentage | 15% | ||||||||||||
Number of times by which the due date could be extended | Time | 2 | ||||||||||||
Debt instrument unamortized debt issuance costs gross | 151,000 | ||||||||||||
Interest expense | 124,621 | 124,620 | |||||||||||
Interest expense debt | 100,274 | 100,273 | |||||||||||
Debt related commitement fees and debt issuance costs | $ 24,347 | $ 24,347 | |||||||||||
Debt instrument effective interest rate percentage | 20% | 20% | |||||||||||
Old Alco Note [Member] | Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument conversion price as a percentage of share price | 85% | ||||||||||||
New Subordinated Convertible Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 2,101,744 | ||||||||||||
Gain loss on extinguishment of debt | $ 56,653 | $ 56,653 | |||||||||||
2022 Convertible Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 711,050 | 209,156 | |||||||||||
Interest expense debt | 142,717 | 48,702 | |||||||||||
Debt related commitement fees and debt issuance costs | 568,333 | $ 160,454 | |||||||||||
Debt instrument unamortized debt issuance costs incurred during the period | $ 578,825 | ||||||||||||
2022 Convertible Notes [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument effective interest rate percentage | 28% | 28% | 28% | 42% | |||||||||
2022 Convertible Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument effective interest rate percentage | 110% | 110% | 110% | 48% | |||||||||
2022 Convertible Notes [Member] | Alco And DNX [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 4,100,538 | $ 2,533,000 | |||||||||||
Debt instrument conversion price as a percentage of share price | 80% | 80% | 80% | 80% | |||||||||
Interest expense | $ 1,614,085 | $ 604,329 | |||||||||||
Interest expense debt | 345,382 | 152,578 | |||||||||||
Debt related commitement fees and debt issuance costs | 1,268,703 | 451,751 | |||||||||||
Related party transaction rate | 8% | 8% | |||||||||||
Numerator to be considered for calculating the conversion price per share | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||
Factor to be considered for calculating the redemption price in case of liquidation | 2 | 2 | 2 | 2 | |||||||||
Debt instrument unamortized debt issuance costs incurred during the period | $ 1,107,016 | $ 1,279,840 | |||||||||||
2022 Convertible Notes [Member] | Alco And DNX [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument effective interest rate percentage | 28% | 28% | 28% | 42% | |||||||||
2022 Convertible Notes [Member] | Alco And DNX [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument effective interest rate percentage | 110% | 110% | 110% | 48% | |||||||||
2022 Convertible Notes [Member] | Alco And DNX [Member] | Bifurcated Derivative Portion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument unamortized debt issuance costs incurred during the period | $ 1,262,026 | ||||||||||||
2022 Convertible Notes [Member] | Alco And DNX [Member] | Debt Portion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument unamortized debt issuance costs incurred during the period | 17,814 | ||||||||||||
2022 Convertible Notes [Member] | DNX [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of shareholding minimum | 5% | 5% | |||||||||||
Additional Subordinated Convertible Notes 2022 [Member] | Nonrelated Party [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 1,485,000 | $ 1,485,000 | $ 1,485,000 | $ 1,861,206 | |||||||||
Debt instrument conversion price as a percentage of share price | 80% | 80% | 80% | 80% | |||||||||
Related party transaction rate | 8% | 8% | |||||||||||
Numerator to be considered for calculating the conversion price per share | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||
Factor to be considered for calculating the redemption price in case of liquidation | 2 | 2 | 2 | 2 | |||||||||
Debt instrument unamortized debt issuance costs incurred during the period | 580,056 | ||||||||||||
Additional Subordinated Convertible Notes 2022 [Member] | Nonrelated Party [Member] | Amendment One To The Debt Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long term debt date of maturity | Dec. 31, 2023 | ||||||||||||
Additional Subordinated Convertible Notes 2022 [Member] | Nonrelated Party [Member] | Bifurcated Derivative Portion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument unamortized debt issuance costs incurred during the period | 571,974 | ||||||||||||
Additional Subordinated Convertible Notes 2022 [Member] | Nonrelated Party [Member] | Debt Portion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument unamortized debt issuance costs incurred during the period | 8,082 | ||||||||||||
August 2023 Promissory Note [Member] | Alco [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 150,000 | ||||||||||||
Percentage of shareholding minimum | 5% | 5% | 5% | ||||||||||
Related party transaction rate | 8% | ||||||||||||
Other notes payable current | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||
Interest payable on other notes payable current | 1,052 | 1,052 | 1,052 | ||||||||||
Loan Agreement With CPBF Lending LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 8,000,000 | ||||||||||||
Long term debt date of maturity | Feb. 19, 2025 | ||||||||||||
Other notes payable current | $ 6,500,000 | $ 6,500,000 | 6,500,000 | 6,500,000 | 6,500,000 | ||||||||
Debt instrument face value of additional loan | $ 7,000,000 | ||||||||||||
Long term debt default interest rate percentage | 20% | ||||||||||||
Long term debt exit fee percentage | 1% | ||||||||||||
Loan Agreement With CPBF Lending LLC [Member] | Derivative Liabilities [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair value with unobservable inputs reconciliation recurring basis liability issues | $ 3,000 | 3,000 | |||||||||||
Debt instrument new issuances in exchange for previous debt instrument | $ 321,345 | ||||||||||||
Loan Agreement With CPBF Lending LLC [Member] | Medium-term Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | 6,500,000 | ||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 310,589 | ||||||||||||
Interest expense | 849,377 | $ 827,750 | 1,110,296 | 939,321 | |||||||||
Interest expense debt | 789,982 | 778,066 | 1,042,291 | 889,650 | |||||||||
Debt related commitement fees and debt issuance costs | $ 59,395 | $ 49,684 | $ 68,006 | $ 49,671 | |||||||||
Debt instrument effective interest rate percentage | 16% | 16% | 16% | 16% | 16% | 16% | |||||||
Additional loan percentage | 81.25% | ||||||||||||
Long term debt fixed interest rate percentage | 14% | ||||||||||||
Paid In Kind Interest Rate Percentage | 1.50% | ||||||||||||
Long term debt exit fee percentage | 310,589% | ||||||||||||
Loan Agreement With CPBF Lending LLC [Member] | Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 1,500,000 | ||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 71,674 | ||||||||||||
Interest expense | $ 309,564 | $ 224,749 | $ 319,743 | $ 229,270 | |||||||||
Interest expense debt | 289,892 | 212,704 | 303,121 | 217,124 | |||||||||
Debt related commitement fees and debt issuance costs | $ 19,672 | $ 12,045 | $ 16,622 | $ 12,146 | |||||||||
Debt instrument effective interest rate percentage | 16% | 16% | 16% | 16% | 16% | 16% | |||||||
Additional loan percentage | 18.75% | ||||||||||||
Paid In Kind Interest Rate Percentage | 15.50% | ||||||||||||
Long term debt exit fee percentage | 71,674% | ||||||||||||
Debt issuance costs incurred during the period gross | $ 2,000 | ||||||||||||
September 2023 Promissory Note [Member] | Alco [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument face value | $ 1,500,000 | ||||||||||||
Related party transaction rate | 8% | ||||||||||||
Other notes payable current | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||
Interest payable on other notes payable current | $ 3,945 | $ 3,945 | $ 3,945 |
Debt - Summary of Convertible N
Debt - Summary of Convertible Notes (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party [Member] | |||
Debt Instrument [Line Items] | |||
Face value of the convertible notes | $ 6,633,538 | $ 4,100,538 | |
Debt discount, net | (666,402) | (828,089) | |
Carrying value of the convertible notes | 5,967,136 | 3,272,449 | |
Accrued interest | 497,961 | 152,578 | |
Total convertible notes and accrued interest | 6,465,097 | 3,425,027 | |
Nonrelated Party [Member] | |||
Debt Instrument [Line Items] | |||
Face value of the convertible notes | 3,346,206 | 1,861,206 | |
Debt discount, net | (430,808) | (419,601) | |
Carrying value of the convertible notes | 2,915,398 | 1,441,605 | |
Accrued interest | 191,418 | 48,702 | |
Total convertible notes and accrued interest | 3,106,816 | 1,490,307 | |
Loan Agreement With CPBF Lending LLC [Member] | |||
Debt Instrument [Line Items] | |||
Face value of the convertible notes | 1,821,345 | 1,821,345 | $ 1,500,000 |
Debt discount, net | (44,045) | (63,715) | (62,529) |
Carrying value of the convertible notes | 1,777,300 | 1,757,630 | 1,437,471 |
Accrued interest | 808,797 | 518,904 | 217,124 |
Total convertible notes and accrued interest | $ 2,586,097 | $ 2,276,534 | $ 1,654,595 |
Debt - Summary of Term Notes (D
Debt - Summary of Term Notes (Details) - Loan Agreement With CPBF Lending LLC [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Face value of the CB BF term note | $ 6,500,000 | $ 6,500,000 | $ 6,500,000 |
Debt discount, net | (133,517) | (192,911) | (260,917) |
Carrying value of the CB BF term note | 6,366,483 | 6,307,089 | 6,239,083 |
Accrued interest | 664,301 | 186,962 | 86,095 |
Total CB BF term note and accrued interest | $ 7,030,784 | $ 6,494,051 | $ 6,325,178 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 02, 2022 | Jan. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Simple Agreement For Future Equity [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Discount percentage of shares for conversion of derivative instruments into equity | 15% | |||||
Fair value measurement with unobservable inputs reconciiation issues during the period | $ 3,836,000 | |||||
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion | $ 50,000,000 | |||||
Gain loss on modification of derivative instruments linked to entities own equity | 150,920 | |||||
Related Party [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion | 50,000,000 | |||||
Gain loss on modification of derivative instruments linked to entities own equity | 1,572,080 | |||||
Related Party [Member] | Simple Agreement For Future Equity [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Proceeds from derivative instruments | $ 3,500,000 | |||||
Discount percentage of shares for conversion of derivative instruments into equity | 15% | |||||
Fair value measurement with unobservable inputs reconciiation issues during the period | $ 3,500,000 | $ 3,500,000 | ||||
Fair value measurement with unobservable inputs reconciliation recurring basis liability gain loss included in earnings | $ 1,927,007 | $ (962,591) | $ 4,001,825 | (437,044) | ||
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion | 50,000,000 | |||||
Gain loss on modification of derivative instruments linked to entities own equity | (1,644,161) | |||||
Nonrelated Party [Member] | Simple Agreement For Future Equity [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Proceeds from derivative instruments | $ 336,000 | |||||
Discount percentage of shares for conversion of derivative instruments into equity | 15% | 15% | ||||
Fair value measurement with unobservable inputs reconciiation issues during the period | $ 336,000 | $ 336,000 | ||||
Fair value measurement with unobservable inputs reconciliation recurring basis liability gain loss included in earnings | $ 184,993 | $ (92,409) | $ 384,175 | $ (41,956) | ||
Numerator to be considered for calculating the number of equity shares of the company to be issued upon conversion | 50,000,000 | |||||
Gain loss on modification of derivative instruments linked to entities own equity | $ (157,839) |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 03, 2023 | Jun. 16, 2023 | Aug. 16, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2023 | Dec. 08, 2022 | Jan. 29, 2021 | Feb. 20, 2020 | |
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Operating leases have remaining lease terms | 1 year | 1 year | 1 year 9 months 18 days | ||||||||||||
Impairment loss | $ 0 | $ 303,327 | $ 303,327 | $ 0 | |||||||||||
Lease expense | 285,219 | ||||||||||||||
Contingent rental amounts | $ 0 | ||||||||||||||
Banzai International Inc [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Impairment loss | $ 303,327 | $ 303,327 | |||||||||||||
7GC Co Holdings INC [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Underwriting discount percentage | 2% | 2% | |||||||||||||
Underwriting expense (in Dollars) | $ 4,600,000 | $ 4,600,000 | |||||||||||||
Underwriters deferred fee percentage | 3.50% | 3.50% | |||||||||||||
Gross proceeds (in Dollars) | $ 8,100,000 | $ 8,100,000 | |||||||||||||
U.S.federal excise tax, percentage | 1% | ||||||||||||||
Fair market value, percentage | 1% | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
Temporary equity, shares outstanding | 3,172,000 | ||||||||||||||
Non-cash excise tax | $ 184,436 | $ 184,436 | |||||||||||||
Total redemption value | $ (283,062) | $ (1,370,522) | $ (350,009) | $ (684,703) | $ (2,775,518) | ||||||||||
7GC Co Holdings INC [Member] | Common Stock [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Redemption of common stock | 1,747,139 | ||||||||||||||
Total redemption value | $ 18,443,646 | ||||||||||||||
7GC Co Holdings INC [Member] | Sponsor [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
7GC Co Holdings INC [Member] | Cantor Fitzgerald [Member] | Fee Reduction Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Deferred underwriting fees forfeit | $ 4,050,000 | ||||||||||||||
Deferred underwriting fees payable | 8,050,000 | ||||||||||||||
Increase decrease in deferred underwriting fees | $ 4,000,000 | ||||||||||||||
7GC Co Holdings INC [Member] | Class A Common Stock [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Temporary equity, shares outstanding | 3,172,000 | 3,329,638 | 3,329,638 | 5,076,777 | |||||||||||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||||||||||
Percentage of redemption of common stock subject to forfeiture | 100% | ||||||||||||||
7GC Co Holdings INC [Member] | Class A Common Stock [Member] | Holder [Member] | Non Redemption Agreement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common stock, subject to possible redemption par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
7GC Co Holdings INC [Member] | Class B Common Stock [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
7GC Co Holdings INC [Member] | Class B Common Stock [Member] | Holder [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of shares issued during the period | $ 396,500 | ||||||||||||||
Stock fair value | 0.94% | ||||||||||||||
Fair value of common stock issued | $ 372,710 | ||||||||||||||
7GC Co Holdings INC [Member] | Class B Common Stock [Member] | Sponsor [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
Stock forfeited and surrendered during the period value | $ 0 | ||||||||||||||
Stock forfeited and surrendered during the period Shares | 396,500 | ||||||||||||||
7GC Co Holdings INC [Member] | New Banzai Class A Shares [Member] | Cantor Fitzgerald [Member] | Fee Reduction Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Deferred underwriting fees payable in shares | 400,000 |
Commitments & Contingencies - S
Commitments & Contingencies - Schedule of Lease Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of lease expense: | ||||
Operating lease cost | $ 151,282 | $ 141,447 | $ 191,483 | |
Short-term lease cost | 0 | |||
Lease impairment cost | 0 | 303,327 | 303,327 | $ 0 |
Sublease income | (153,248) | (126,992) | (177,588) | |
Total lease (income) cost | $ (1,966) | $ 317,782 | $ 317,222 |
Commitments & Contingencies -_2
Commitments & Contingencies - Schedule of Supplemental Cash Flow Information Related To Leases (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Non-cash lease expense (operating cash flow) | $ 129,705 | $ 111,048 | $ 152,018 | |
Non-cash impairment of right to use assets (operating cash flow) | 0 | 303,327 | 303,327 | $ 0 |
Change in lease liabilities (operating cash flow) | (211,204) | (176,664) | (243,596) | |
Operating leases | $ 0 | $ 762,603 | $ 762,603 |
Commitments & Contingencies -_3
Commitments & Contingencies - Schedule of Supplemental Balance Sheet Information Related To Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease right-of-use assets | $ 177,553 | $ 307,258 | $ 0 |
Operating lease liability, current | 305,450 | 284,963 | 0 |
Operating lease liability, long-term | 2,352 | 234,043 | $ 0 |
Total operating lease liabilities | $ 307,802 | $ 519,006 | |
Operating leases (in years) | 1 year 3 days | 1 year 9 months 3 days | |
Operating leases | 6.75% | 6.74% |
Commitments & Contingencies -_4
Commitments & Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Lease (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Maturities of lease liabilities [Abstract] | ||
Remainder of 2023 | $ 78,546 | $ 311,327 |
2023/2024 | 240,818 | 240,818 |
Total undiscounted cash flows | 319,364 | 552,145 |
Less discounting | (11,562) | (33,139) |
Total operating lease liabilities | $ 307,802 | 519,006 |
Future minimum lease payments [Abstract] | ||
2022 | 276,888 | |
2023 | 283,549 | |
2024 | 217,096 | |
Total future minimum payments | $ 777,533 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Jun. 26, 2020 | Apr. 26, 2016 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 19, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options, outstanding, number, ending balance | 1,110,209 | 603,578 | 781,715 | 934,079 | ||||
Options, outstanding, weighted average exercise price | $ 4.5 | $ 1.35 | $ 1.15 | $ 0.73 | ||||
Nonvested award, cost not yet recognized, amount | $ 2,190,563 | $ 160,203 | $ 176,726 | |||||
Weighted average grant-date fair value of options vested | $ 4.96 | $ 0.6 | $ 0.77 | $ 0.46 | ||||
Share based compensation by share based award unrecognized compensation remaining period for recognition | 2 years 8 months 15 days | 2 years 8 months 26 days | 3 years | |||||
Demio [Member] | Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based payment arrangement, expense | $ 673,405 | $ 673,405 | ||||||
High Attendance [Member] | Restricted Stock [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based payment arrangement, expense | 26,364 | 42,643 | ||||||
General and Administrative Expense [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based payment arrangement, expense | $ 830,791 | $ 630,737 | $ 70,567 | $ 87,003 | ||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options, outstanding, number, ending balance | 973,000 | |||||||
Options, outstanding, weighted average exercise price | $ 0.76 | |||||||
Share-based payment arrangement, plan modification, incremental cost | $ 35,013 | |||||||
Share based payment arrangement, expense | 25,127 | |||||||
Nonvested award, cost not yet recognized, amount | $ 9,886 | |||||||
Two Thousand and Sixteen Equity Incentive Plan [member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares authorized | 400,000 | 2,400,000 | ||||||
Expiration period | 10 years | |||||||
Number of remaining shares available for grant | 1,289,791 | |||||||
Estimated dividend rate | 0% | 0% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 08, 2022 | Feb. 19, 2021 | Jan. 29, 2021 | Aug. 14, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | Dec. 31, 2021 | Nov. 30, 2020 | Feb. 20, 2020 | |
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 19,544,521 | 19,544,521 | 19,544,521 | 19,544,521 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | 8,167,894 | 8,157,606 | 8,276,972 | |||||||
Common stock, shares issued | 8,167,894 | 8,157,606 | 8,276,972 | |||||||
Temporary equity shares issued | 2,600,306 | |||||||||
Temporary equity par value per share | $ 0.0001 | |||||||||
Temporary equity shares authorized increase | 24,521 | |||||||||
Temporary equity shares authorized | 2,425,480 | |||||||||
Demio [Member] | Restricted Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Number of shares of equity interests issued or issuable to acquire entity | 1,213,346 | |||||||||
High Attendance [Member] | Restricted Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Number of shares of equity interests issued or issuable to acquire entity | 133,257 | |||||||||
Conversion of Class B to Class A Common Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Conversion of stock, shares converted | 2,560,000 | |||||||||
Common Class A [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 13,224,521 | |||||||||
Common stock, shares issued | 1,847,894 | 1,837,606 | 1,956,972 | |||||||
Common stock voting rights | one vote per share | one vote per share | ||||||||
Common Class B [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 6,320,000 | |||||||||
Common stock, shares issued | 6,320,000 | 6,320,000 | 6,320,000 | |||||||
Common stock voting rights | ten votes per share | ten votes per share | ||||||||
Series A 1 Convertible Preferred Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Temporary equity shares issued | 2,129,476 | 2,129,476 | 2,400,959 | |||||||
Temporary equity shares issued price per share | 2.9155% | 2.9155% | ||||||||
Series A 2 Convertible Preferred Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Temporary equity shares issued | 199,347 | 199,347 | ||||||||
Temporary equity shares issued price per share | 0.5518% | |||||||||
7GC Co Holdings INC [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock issued | 0 | 0 | 0 | |||||||
Preferred stock outstanding | 0 | 0 | 0 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||
Common stock voting rights | ten votes | ten votes | ||||||||
7GC Co Holdings INC [Member] | Common Class A [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares outstanding | 3,329,638 | 5,076,777 | 23,000,000 | |||||||
Common stock shares subject to possible redemption | 5,076,777 | 23,000,000 | ||||||||
Common stock shares outstanding | 3,329,638 | 5,076,777 | ||||||||
Common stock, shares issued | 3,329,638 | 5,076,777 | ||||||||
Temporary equity par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
7GC Co Holdings INC [Member] | Common Class B [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||||
Conversion rate percentage of common stock outstanding | 20% | 20% | ||||||||
Common stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Restricted Shares of Common Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Beginning balance (Non-vested Shares) | 739,932 | 133,257 |
Granted | 1,213,346 | |
Vested | (606,675) | (606,671) |
Cancelled/ Forfeited | (133,257) | |
Ending balance (Non-vested Shares) | 0 | 739,932 |
Beginning balance (Weighted Average) | $ 1.03 | $ 0.64 |
Granted | 1.11 | |
Vested | 1.11 | 1.11 |
Cancelled/ Forfeited | 0.64 | |
Ending balance (Weighted Average) | $ 0 | $ 1.03 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Compute the Fair Value of Options Granted (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 7.04 | $ 1.54 | $ 1.11 |
Exercise price | $ 7.36 | $ 1.7 | |
Expected volatility, Minimum | 80% | 53.61% | 49.70% |
Expected volatility, Maximum | 99.03% | 55.30% | 54.58% |
Risk-free interest rate, Minimum | 3.46% | 1.95% | 0.60% |
Risk-free interest rate, Maximum | 4.31% | 2.85% | 1.34% |
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 0.76 | ||
Expected term (in years) | 5 years 3 months | 5 years 11 months 8 days | 5 years 5 months 8 days |
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 1.73 | ||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity Under the Plan (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares Underlying Options - Beginning Balance | 603,578 | 781,715 | 934,079 |
Shares Underlying Options - Granted | 606,200 | 382,500 | 500,500 |
Shares Underlying Options - Exercised | (10,288) | (13,891) | (168,748) |
Shares Underlying Options - Expired | (19,531) | (196,154) | (24,142) |
Shares Underlying Options - Forfeited | (69,750) | (350,592) | (459,974) |
Shares Underlying Options - Ending Balance | 1,110,209 | 603,578 | 781,715 |
Shares Underlying Options - Exercisable | 450,909 | 301,199 | |
Weighted Average Exercise Price - Beginning Balance | $ 1.35 | $ 1.15 | $ 0.73 |
Weighted Average Exercise Price - Granted | 7.36 | 1.7 | 1.51 |
Weighted Average Exercise Price - Exercised | 0.76 | 0.76 | 0.76 |
Weighted Average Exercise Price - Expired | 1.71 | 0.85 | 0.76 |
Weighted Average Exercise Price - Forfeited | 3.4 | 1.59 | 0.85 |
Weighted Average Exercise Price - Ending Balance | 4.5 | 1.35 | $ 1.15 |
Weighted Average Exercise Price - Exercisable | $ 2.37 | $ 1 | |
Weighted Average Remaining Contractual Term (in years) | 8 years 3 months 29 days | 7 years 11 months 12 days | 8 years 11 months 26 days |
Weighted Average Remaining Contractual Term (in years) - Exercisable | 7 years 2 months 15 days | 7 years | 7 years 2 months 12 days |
Intrinsic Value - Beginning Balance | $ 3,433,946 | $ 369,102 | $ 356,328 |
Intrinsic Value - Exercised | 64,609 | 10,835 | 59,062 |
Intrinsic Value - Ending Balance | 3,004,816 | 3,433,946 | $ 369,102 |
Intrinsic Value - Exercisable | $ 2,136,325 | $ 1,818,865 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Annual effective tax rate | 0% | 4% | ||||
Income tax expense | $ 17,081 | $ 15,382 | $ 0 | $ (409,458) | ||
Unrecognized tax benefits | $ 0 | 0 | $ 0 | 0 | ||
Income tax examination, description | open years related to all jurisdictions are 2022, 2021, 2020, 2019, 2018, 2017, and 2016. | |||||
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | 0 | ||||
Domestic Tax Authority [Member] | ||||||
Operating Loss Carryforwards | 15,325,300 | 11,863,100 | ||||
Domestic Tax Authority [Member] | Expirable Tax Year 2036 [Member] | ||||||
Operating Loss Carryforwards | 124,500 | |||||
Domestic Tax Authority [Member] | Not Expirable [Member] | ||||||
Operating Loss Carryforwards | 15,200,800 | |||||
State and Local Jurisdiction [Member] | ||||||
Income tax expense | $ 0 | |||||
Operating Loss Carryforwards | 9,175,400 | 7,911,700 | ||||
State and Local Jurisdiction [Member] | Not Expirable [Member] | ||||||
Operating Loss Carryforwards | 1,818,100 | |||||
State and Local Jurisdiction [Member] | Expirable Tax Year 2031 [Member] | ||||||
Operating Loss Carryforwards | 7,357,300 | |||||
Forecast [Member] | ||||||
Annual effective tax rate | 0% | |||||
7GC Co Holdings INC [Member] | ||||||
Operating loss carryovers | $ 0 | $ 234,000 | ||||
Valuation allowance | $981,000 | $558,000 | ||||
Annual effective tax rate | 7.60% | 0% | ||||
Income tax expense | $ 10,424 | $ 212,639 | $ 243,374 | $ 223,703 | $ 765,554 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of the income tax (benefit) provision consist - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||||||
Valuation allowance | $ 4,773,512 | $ 3,338,470 | ||||
Income tax provision | $ 17,081 | $ 15,382 | 0 | (409,458) | ||
7GC Co Holdings INC [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Valuation allowance | 2,118,106 | 579,406 | ||||
Income tax provision | $ 10,424 | $ 212,639 | $ 243,374 | $ 223,703 | 765,554 | |
Income Taxes [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Federal | 0 | 0 | ||||
Federal | 0 | (360,150) | ||||
State | 0 | 0 | ||||
State | 0 | (49,308) | ||||
Income tax provision | 0 | (409,458) | ||||
Income Taxes [Member] | 7GC Co Holdings INC [Member] | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Federal | 558,171 | 0 | ||||
Federal | (980,668) | (558,031) | ||||
State | 207,383 | 0 | ||||
State | 0 | 0 | ||||
Valuation allowance | 980,668 | 558,031 | ||||
Income tax provision | $ 765,554 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of the company's net deferred tax asset - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss carryforwards | $ 3,744,512 | $ 2,950,020 |
Contribution carryforwards | 20,837 | 16,222 |
Stock-based compensation | 25,216 | 17,989 |
Accrual to cash adjustment | 482,109 | 255,440 |
Intangible assets | 0 | 97,979 |
Lease Liabilities | 119,971 | 0 |
Right of use assets | (71,024) | 0 |
Capitalized R&D costs (Sec. 174) | 451,195 | 0 |
Other | 696 | 820 |
Total deferred tax assets | 4,773,512 | 3,338,470 |
Valuation allowance | (4,773,512) | (3,338,470) |
Deferred tax asset, net of allowance | 0 | 0 |
7GC Co Holdings INC [Member] | ||
Start-up/Organization costs | 2,068,988 | 530,288 |
Net operating loss carryforwards | 49,118 | 49,118 |
Total deferred tax assets | 2,118,106 | 579,406 |
Valuation allowance | (2,118,106) | (579,406) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal income tax rate (benefit) to the company's effective tax rate - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statutory federal income tax rate/benefit | 21% | 21% | ||||
Permanent items | (14.00%) | (2.00%) | ||||
State taxes / State taxes, net of federal tax benefit | 2% | 3% | ||||
Change in valuation allowance | (9.00%) | (17.00%) | ||||
Change in state tax rate | 0% | 0% | ||||
Other | 0% | 0% | ||||
Effective tax rate | 0% | 4% | ||||
Statutory federal income tax benefit | $ (3,248,385) | $ (2,182,128) | ||||
Permanent items | 2,117,591 | 258,449 | ||||
State taxes, net of federal tax benefit | (327,095) | (317,955) | ||||
Change in valuation allowance | 1,435,042 | 1,817,277 | ||||
Change in state tax rate | 13,055 | 18,481 | ||||
Other | 9,792 | (3,582) | ||||
Effective tax rate | $ 17,081 | $ 15,382 | $ 0 | $ (409,458) | ||
7GC Co Holdings INC [Member] | ||||||
Statutory federal income tax rate/benefit | 21% | 21% | ||||
State taxes / State taxes, net of federal tax benefit | 7% | 0% | ||||
Change in fair value of derivative warrant liabilities | (28.10%) | (25.80%) | ||||
Change in rate on deferred tax asset | (1.80%) | 0% | ||||
Change in valuation allowance | 9.50% | 4.80% | ||||
Effective tax rate | 7.60% | 0% | ||||
Effective tax rate | $ 10,424 | $ 212,639 | $ 243,374 | $ 223,703 | $ 765,554 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 03, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Nov. 30, 2023 | Oct. 31, 2023 | Mar. 31, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2023 | Oct. 03, 2023 | Aug. 31, 2023 | Jun. 14, 2023 | Dec. 08, 2022 | Jan. 29, 2021 | Dec. 31, 2020 | Jun. 26, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Weighted average exercise price | $ 0.76 | $ 0.76 | $ 0.76 | |||||||||||||||
Options, outstanding, number, ending balance | 1,110,209 | 603,578 | 781,715 | 934,079 | ||||||||||||||
Options, outstanding, weighted average exercise price | $ 4.5 | $ 1.35 | $ 1.15 | $ 0.73 | ||||||||||||||
Common stock par value (in Dollars per share) | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||||||||||
Entity Valuation | $ 100,000,000 | |||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Options, outstanding, number, ending balance | 973,000 | |||||||||||||||||
Options, outstanding, weighted average exercise price | $ 0.76 | |||||||||||||||||
Alco Convertible Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 6,000,000 | |||||||||||||||||
Debt instrument, maturity date | Sep. 01, 2023 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Options, outstanding, weighted average exercise price | $ 5.15 | |||||||||||||||||
Number of founder shares issuable In connection with advisory fee | 100,000 | |||||||||||||||||
Subsequent Event [Member] | Hyros [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Purchase price of expected business acquisition | $ 100,000,000 | |||||||||||||||||
Minimum cash holdings | $ 5,000,000 | |||||||||||||||||
Subsequent Event [Member] | Retention Bonuses [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Other commitment | $ 605,000 | |||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Options, outstanding, number, ending balance | 398,746 | |||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Options, outstanding, number, ending balance | 186,454 | |||||||||||||||||
Subsequent Event [Member] | Amended and Restated 2016 Equity Incentive Plan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of share options granted during the period | 217,187 | |||||||||||||||||
Vesting period | 4 years | |||||||||||||||||
Expiration period | 10 years | |||||||||||||||||
Weighted average exercise price | $ 5.15 | |||||||||||||||||
Subsequent Event [Member] | Alco [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 750,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||||
Debt instrument, maturity date | Apr. 13, 2024 | |||||||||||||||||
Subsequent Event [Member] | Alco September Promissory Note [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from issuance of debt | $ 500,000 | |||||||||||||||||
Subsequent Event [Member] | Subordinated Convertible Promissory Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | ||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2023 | |||||||||||||||||
Proceeds from subordinated short term debt | $ 4,000,000 | |||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80% | |||||||||||||||||
Valuation gap | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||
Subsequent Event [Member] | Alco Convertible Notes [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2023 | |||||||||||||||||
Subsequent Event [Member] | Subordinated Term Note [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||||
7GC Co Holdings INC [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | $ 10 | ||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||
Share price | $ 9.76 | $ 10 | ||||||||||||||||
7GC Co Holdings INC [Member] | Subsequent Event [Member] | Fee Reduction Agreement [Member] | Cantor Fitzgerald [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Deferred underwriting fees forfeit | $ 4,050,000 | |||||||||||||||||
Deferred underwriting fees payable | 8,050,000 | |||||||||||||||||
Increase decrease in deferred underwriting fees | $ 4,000,000 | |||||||||||||||||
7GC Co Holdings INC [Member] | Subsequent Event [Member] | Fee Reduction Agreement [Member] | Cantor Fitzgerald [Member] | New Banzai Class A Shares [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Deferred underwriting fees payable in shares | 400,000 | |||||||||||||||||
7GC Co Holdings INC [Member] | Subsequent Event [Member] | Working Capital Loan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 |