Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Banzai International, Inc. |
Entity Central Index Key | 0001826011 |
Entity Primary SIC Number | 7372 |
Entity Tax Identification Number | 85-3118980 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 435 Ericksen Ave |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Bainbridge Island |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98110 |
City Area Code | 206 |
Local Phone Number | 414-1777 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 435 Ericksen Ave |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Bainbridge Island |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98110 |
City Area Code | 206 |
Local Phone Number | 414-1777 |
Contact Personnel Name | Joseph Davy |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 1,026,932 | $ 2,093,718 | $ 1,023,499 |
Accounts receivable | 110,797 | 176,276 | |
Less: Allowance for credit losses | (3,557) | (5,748) | (107,860) |
Accounts receivable, net | 34,670 | 105,049 | 68,416 |
Prepaid expenses and other current assets | 1,073,914 | 741,155 | 333,507 |
Total current assets | 2,135,516 | 2,939,922 | 1,425,422 |
Property and equipment, net | 3,080 | 4,644 | 11,803 |
Goodwill | 2,171,526 | 2,171,526 | 2,171,526 |
Operating lease right-of-use assets | 90,308 | 134,013 | 307,258 |
Deferred offering costs | 1,524,934 | ||
Other assets | 38,381 | 38,381 | 38,381 |
Total assets | 4,438,811 | 5,288,486 | 5,479,324 |
Current liabilities: | |||
Accounts payable | 8,336,909 | 6,439,863 | 1,100,249 |
Accrued expenses and other current liabilities | 3,862,714 | 5,194,240 | 745,373 |
Bifurcated embedded derivative liabilities | 0 | 0 | |
Deferred underwriting fees | 4,000,000 | 4,000,000 | |
Deferred fee | 500,000 | ||
Earnout liability | 37,125 | 59,399 | 289,099 |
Due to related party | 289,760 | 149,841 | 3,017 |
GEM commitment fee liability | 2,000,000 | ||
Deferred revenue | 1,245,306 | 1,214,096 | 930,436 |
Operating lease liabilities, current | 158,965 | 234,043 | 284,963 |
Total current liabilities | 35,206,386 | 37,089,615 | 29,284,339 |
Operating lease liabilities, non-current | 234,043 | ||
Other long-term liabilities | 75,000 | 75,000 | 75,000 |
Total liabilities | 35,281,386 | 37,164,615 | 29,593,382 |
Commitments and contingencies (Note 17) | |||
Stockholders’ deficit: | |||
Common stock, $0.0001 par value, 275,000,000 shares (250,000,000 Class A common stock and 25,000,000 Class B common stock) authorized and 16,019,256 shares (13,708,122 Class A common stock and 2,311,134 Class B common stock) and 6,445,599 shares (2,560,926 Class A common stock and 3,884,673 Class B common stock) issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 2,022 | 1,602 | 645 |
Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2023 and December 31, 2022 | |||
Additional paid-in capital | 20,421,999 | 14,888,593 | 8,245,359 |
Accumulated deficit | (51,266,596) | (46,766,324) | (32,360,062) |
Total stockholders’ deficit | (30,842,575) | (31,876,129) | (24,114,058) |
Total liabilities and stockholders’ deficit | 4,438,811 | 5,288,486 | 5,479,324 |
Nonrelated Party [Member] | |||
Current liabilities: | |||
Simple agreement for future equity | 663,804 | ||
Convertible notes (CP BF) | 3,709,889 | 2,693,841 | |
Bifurcated embedded derivative liabilities | 845,473 | ||
Notes payable | 6,948,710 | 6,659,787 | 6,494,051 |
Warrant liability | 233,000 | 641,000 | |
Yorkville [Member] | |||
Current liabilities: | |||
Convertible notes (CP BF) | 3,064,000 | 1,766,000 | 1,408,826 |
Related Party [Member] | |||
Current liabilities: | |||
Simple agreement for future equity | 8,802,196 | ||
Convertible notes (CP BF) | 2,540,091 | 3,506,508 | |
Bifurcated embedded derivative liabilities | 1,936,827 | ||
Notes payable | 3,082,650 | 2,505,137 | |
Warrant liability | 460,000 | 575,000 | |
Due to related party | $ 67,118 | 67,118 | |
CPBF Lending LLC [Member] | |||
Current liabilities: | |||
Convertible notes (CP BF) | $ 2,693,841 | $ 2,276,534 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Amount of allowance for credit loss on accounts receivable | $ 3,557 | $ 5,748 | $ 107,860 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 | 275,000,000 |
Common stock, shares issued | 20,221,589 | 16,019,256 | 6,445,599 |
Common stock, shares outstanding | 20,221,589 | 16,019,256 | 6,445,599 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, par authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 13,708,122 | 2,560,926 | |
Common stock, shares outstanding | 17,910,455 | 13,708,122 | 2,560,926 |
Common Class B [Member] | |||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 2,311,134 | 3,884,673 | |
Common stock, shares outstanding | 2,311,134 | 2,311,134 | 3,884,673 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating income: | ||||
Revenue | $ 1,079,472 | $ 1,177,061 | $ 4,561,300 | $ 5,332,979 |
Cost of revenue | 381,380 | 412,226 | 1,444,618 | 1,956,964 |
Gross profit | 698,092 | 764,835 | 3,116,682 | 3,376,015 |
Operating expenses: | ||||
General and administrative expenses | 4,308,929 | 3,170,063 | 12,905,073 | 9,275,251 |
Depreciation expense | 1,564 | 2,404 | 7,160 | 9,588 |
Impairment loss on operating lease | 303,327 | |||
Total operating expenses | 4,310,493 | 3,172,467 | 12,912,233 | 9,588,166 |
Operating loss | (3,612,401) | (2,407,632) | (9,795,551) | (6,212,151) |
Other expenses (income): | ||||
SEPA commitment fee and deferred fee expense | 3,826,176 | |||
GEM warrant expense | 2,448,000 | |||
GEM commitment fee expense | 2,000,000 | |||
GEM settlement fee expense | 200,000 | |||
Other income, net | (4,118) | (62,538) | (62,985) | (150,692) |
Interest income | (10) | (111) | (813) | |
Loss on extinguishment of debt | (527,980) | 56,653 | ||
Loss on debt issuance | 171,000 | |||
Change in fair value of convertible promissory notes | 544,000 | (34,000) | ||
Total other expenses (income), net | 888,804 | 1,354,213 | 4,610,711 | 9,256,351 |
Loss before income taxes | (4,501,205) | (3,761,845) | (14,406,262) | (15,468,502) |
Provision for income taxes | (933) | 3,277 | ||
Net loss | $ (4,500,272) | $ (3,765,122) | $ (14,406,262) | $ (15,468,502) |
Net loss per share Basic | $ (0.26) | $ (0.59) | $ (2.10) | $ (2.40) |
Net loss per share Diluted | $ (0.26) | $ (0.59) | $ (2.10) | $ (2.40) |
Weighted average common shares outstanding Basic | 17,355,609 | 6,382,180 | 6,853,733 | 6,441,116 |
Weighted average common shares outstanding Diluted | 17,355,609 | 6,382,180 | 6,853,733 | 6,441,116 |
Nonrelated Party [Member] | ||||
Other expenses (income): | ||||
Interest expense | $ 451,399 | $ 537,878 | $ 2,631,060 | $ 1,651,141 |
Change in fair value of warrant liability | (408,000) | (1,807,000) | ||
Loss on modification of simple agreement for future equity | 120,826 | |||
Change in fair value of simple agreement for future equity | 22,861 | (207,570) | 307,569 | |
Change in fair value of bifurcated embedded derivative liabilities | 32,415 | (1,404,863) | 254,443 | |
Related Party [Member] | ||||
Other expenses (income): | ||||
Interest expense | 577,513 | 383,284 | 2,923,414 | 728,949 |
Change in fair value of warrant liability | (115,000) | 115,000 | ||
Loss on modification of simple agreement for future equity | 1,602,174 | |||
Change in fair value of simple agreement for future equity | 303,139 | (2,752,430) | 4,078,431 | |
Change in fair value of bifurcated embedded derivative liabilities | $ 137,285 | $ (3,063,278) | $ 606,857 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Related Party [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Yorkville [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Gem [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Nonrelated Party [Member] | Common Stock [Member] | Common Stock [Member] Related Party [Member] | Common Stock [Member] Yorkville [Member] | Common Stock [Member] Gem [Member] | Common Stock [Member] Nonrelated Party [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Related Party [Member] | Additional Paid-in Capital [Member] Yorkville [Member] | Additional Paid-in Capital [Member] Gem [Member] | Additional Paid-in Capital [Member] Nonrelated Party [Member] | Retained Earnings [Member] | Retained Earnings [Member] Related Party [Member] | Retained Earnings [Member] Yorkville [Member] | Retained Earnings [Member] Gem [Member] | Retained Earnings [Member] Nonrelated Party [Member] | Total | Related Party [Member] | Yorkville [Member] | Gem [Member] | Nonrelated Party [Member] |
Balance at Dec. 31, 2021 | $ 6,318,491 | $ 828 | $ 1,151,333 | $ (16,891,560) | $ (15,739,399) | ||||||||||||||||||||
Balance, shares at Dec. 31, 2021 | 2,328,823 | 8,276,972 | |||||||||||||||||||||||
Stock-based compensation | 770,336 | 770,336 | |||||||||||||||||||||||
Net loss | (15,468,502) | (15,468,502) | |||||||||||||||||||||||
Exercise of stock options | $ 1 | 5,015 | $ 5,016 | ||||||||||||||||||||||
Exercise of stock options, shares | 8,538 | 8,538 | |||||||||||||||||||||||
Retroactive application of recapitalization | $ (6,318,491) | $ (176) | 6,318,667 | $ 6,318,491 | |||||||||||||||||||||
Retroactive application of recapitalization, shares | (2,328,823) | (1,758,003) | |||||||||||||||||||||||
Adjusted balance, beginning of period | $ 652 | 7,470,000 | (16,891,560) | (9,420,908) | |||||||||||||||||||||
Adjusted balance, beginning of period, shares | 6,518,969 | ||||||||||||||||||||||||
Repurchase of shares in High Attendance sale | $ (8) | 8 | |||||||||||||||||||||||
Repurchase of shares in High Attendance sale, shares | (81,908) | ||||||||||||||||||||||||
Conversion of simple agreement for future equity-related party | |||||||||||||||||||||||||
Modification of convertible notes payable-related party | |||||||||||||||||||||||||
Shares issued under share transfer agreement-related party | |||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 645 | 8,245,359 | (32,360,062) | (24,114,058) | |||||||||||||||||||||
Balance, shares at Dec. 31, 2022 | 6,445,599 | ||||||||||||||||||||||||
Stock-based compensation | 402,448 | 402,448 | |||||||||||||||||||||||
Net loss | (3,765,122) | (3,765,122) | |||||||||||||||||||||||
Exercise of stock options | $ 1 | 5,542 | 5,543 | ||||||||||||||||||||||
Exercise of stock options, shares | 8,538 | ||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 646 | 8,653,349 | (36,125,184) | (27,471,189) | |||||||||||||||||||||
Balance, shares at Mar. 31, 2023 | 6,454,137 | ||||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 645 | 8,245,359 | (32,360,062) | (24,114,058) | |||||||||||||||||||||
Balance, shares at Dec. 31, 2022 | 6,445,599 | ||||||||||||||||||||||||
Conversion of convertible notes-related party | $ 115 | $ 53 | $ 7,271,253 | $ 3,346,179 | 7,271,368 | 3,346,232 | |||||||||||||||||||
Conversion of convertible notes-related party, shares | 1,146,435 | 529,867 | |||||||||||||||||||||||
Shares issued to Yorkville for aggregate commitment fee | $ 30 | $ 3,287,970 | $ 3,288,000 | ||||||||||||||||||||||
Shares issued to Yorkville for aggregate commitment fee, shares | 300,000 | ||||||||||||||||||||||||
Stock-based compensation | 1,245,796 | 1,245,796 | |||||||||||||||||||||||
Net loss | (14,406,262) | (14,406,262) | |||||||||||||||||||||||
Exercise of stock options | $ 2 | 30,759 | $ 30,761 | ||||||||||||||||||||||
Exercise of stock options, shares | 17,643 | 17,643 | |||||||||||||||||||||||
Reverse recapitalization (Note 4) | $ 587 | (17,859,146) | $ (17,858,559) | ||||||||||||||||||||||
Reverse recapitalization (Note 4), shares | 5,872,210 | ||||||||||||||||||||||||
Conversion of simple agreement for future equity-related party | $ 55 | $ 4 | 6,049,711 | $ 456,230 | 6,049,766 | $ 456,234 | |||||||||||||||||||
Conversion of simple agreement for future equity-related party, shares | 551,949 | 41,626 | |||||||||||||||||||||||
Modification of convertible notes payable-related party | 9,909 | 9,909 | 9,909 | ||||||||||||||||||||||
Shares issued under share transfer agreement-related party | 2,498,965 | 2,498,965 | |||||||||||||||||||||||
Issuance of Cantor fee shares | $ 111 | (111) | |||||||||||||||||||||||
Issuance of Cantor fee shares, shares | 1,113,927 | ||||||||||||||||||||||||
Excise tax | 305,719 | 305,719 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 1,602 | 14,888,593 | (46,766,324) | (31,876,129) | |||||||||||||||||||||
Balance, shares at Dec. 31, 2023 | 16,019,256 | ||||||||||||||||||||||||
Conversion of convertible notes-related party | $ 89 | $ 223 | $ 2,540,002 | 1,666,777 | $ 2,540,091 | 1,667,000 | |||||||||||||||||||
Conversion of convertible notes-related party, shares | 890,611 | 2,233,735 | |||||||||||||||||||||||
Shares issued to Yorkville for aggregate commitment fee | $ 71 | $ 499,929 | $ 500,000 | ||||||||||||||||||||||
Shares issued to Yorkville for aggregate commitment fee, shares | 710,025 | ||||||||||||||||||||||||
Shares issued to Roth for advisory fee | $ 18 | 278,815 | 278,833 | ||||||||||||||||||||||
Shares issued to Roth for advisory fee, shares | 175,000 | ||||||||||||||||||||||||
Shares issued to GEM | $ 14 | $ 99,986 | $ 100,000 | ||||||||||||||||||||||
Shares issued to GEM, shares | 139,470 | ||||||||||||||||||||||||
Shares issued for marketing expense | $ 15 | 194,920 | 194,935 | ||||||||||||||||||||||
Shares issued for marketing expense, shares | 153,492 | ||||||||||||||||||||||||
Forfeiture of sponsor shares | $ (10) | 10 | |||||||||||||||||||||||
Forfeiture of sponsor shares, shares | (100,000) | ||||||||||||||||||||||||
Stock-based compensation | 252,967 | 252,967 | |||||||||||||||||||||||
Net loss | (4,500,272) | $ (4,500,272) | |||||||||||||||||||||||
Exercise of stock options, shares | |||||||||||||||||||||||||
Balance at Mar. 31, 2024 | $ 2,022 | $ 20,421,999 | $ (51,266,596) | $ (30,842,575) | |||||||||||||||||||||
Balance, shares at Mar. 31, 2024 | 20,221,589 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (4,500,272) | $ (3,765,122) | $ (14,406,262) | $ (15,468,502) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 1,564 | 2,404 | 7,160 | 9,588 |
Provision for credit losses on accounts receivable | (2,191) | (68,285) | (102,112) | 92,619 |
Non-cash share issuance for marketing expenses | 48,734 | |||
Non-cash GEM commitment fee expense | 200,000 | 2,000,000 | ||
Amortization of operating lease right-of-use assets | 43,705 | 43,086 | 173,245 | 152,018 |
Non-cash issuance of warrants accounted for as liabilities | 2,448,000 | |||
Non-cash shares issued to Yorkville for aggregate commitment fee | 3,288,000 | |||
Impairment of operating lease right-of-use assets | 303,327 | |||
Stock based compensation expense | 252,967 | 402,448 | 1,245,796 | 770,336 |
Loss on extinguishment of debt | (527,980) | 56,653 | ||
Loss on debt issuance | 171,000 | |||
Excise tax | 305,719 | |||
Change in fair value of convertible promissory notes | 544,000 | (34,000) | ||
Changes in operating assets and liabilities: | ||||
Other assets | 52,591 | |||
Due to related party | 67,118 | |||
Accrued expenses and other current liabilities | 4,448,867 | 384,641 | ||
Deferred fees | 500,000 | |||
Other liabilities | (37,837) | |||
Accounts receivable | 72,570 | 74,946 | 65,479 | (86,308) |
Prepaid expenses and other current assets | (186,558) | (31,969) | (407,648) | 425,011 |
Deferred offering costs | (127,054) | (1,708,163) | ||
Accounts payable | 1,897,046 | 1,175,710 | 5,339,614 | 660,844 |
Deferred revenue | 31,210 | 103,164 | 283,660 | (129,604) |
Accrued expenses | (524,713) | (200,224) | ||
Operating lease liabilities | (75,078) | (68,373) | (284,963) | (243,596) |
Earnout liability | (22,274) | (200,000) | (229,700) | (710,901) |
Net cash used in operating activities | (2,116,786) | (1,479,171) | (1,550,781) | (5,168,175) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (10,806) | |||
Net cash used in investing activities | (10,806) | |||
Cash flows from financing activities: | ||||
Effect of Merger, net of transaction costs (Note 4) | (7,615,462) | |||
Deferred offering costs | (1,524,934) | |||
Payment of GEM commitment fee | (1,200,000) | |||
Proceeds from issuance of common stock | 5,543 | 30,761 | 5,016 | |
Net cash provided by financing activities | 1,050,000 | 1,505,543 | 2,621,000 | 4,415,930 |
Net increase / (decrease) in cash | (1,066,786) | 26,372 | 1,070,219 | (763,051) |
Cash at beginning of period | 2,093,718 | 1,023,499 | 1,023,499 | 1,786,550 |
Cash at end of period | 1,026,932 | 1,049,871 | 2,093,718 | 1,023,499 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 44,814 | 234,336 | 955,848 | 630,454 |
Cash paid (refund) for taxes | 9,862 | (4,875) | ||
Non-cash investing and financing activities | ||||
Issuance of Cantor Fee Shares | (111) | |||
Modification of convertible notes payable-related party | 9,909 | |||
Issuance of warrants accounted for as a liability | 2,448,000 | |||
GEM commitment fee | 2,000,000 | |||
Deferred offering costs | (3,233,097) | |||
Debt issuance costs | 25,896 | |||
Right-of-use assets obtained in exchange for lease obligations | 762,603 | |||
Shares issued to Roth for advisory fee | 278,833 | |||
Shares issued to GEM | 100,000 | |||
Shares issued for marketing services | 194,935 | |||
Settlement of GEM commitment fee | 200,000 | |||
Shares issued to Yorkville for aggregate commitment fee | 500,000 | 3,288,000 | ||
Issuance of promissory note-GEM | 1,000,000 | |||
Nonrelated Party [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash interest expense | 374,944 | 151,316 | 686,016 | 854,379 |
Amortization of debt discount and issuance costs | 30,027 | 149,798 | 958,822 | 235,463 |
Loss on modification of simple agreement for future equity | 120,826 | |||
Change in fair value of warrant liability | (408,000) | (1,807,000) | ||
Change in fair value of simple agreement for future equity | 22,861 | (207,570) | 307,569 | |
Change in fair value of bifurcated embedded derivative liabilities | (1,404,863) | 254,443 | ||
Change in fair value of bifurcated embedded derivative liabilities | 32,415 | (1,404,863) | 254,443 | |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible notes, net of issuance costs | 2,250,000 | 3,235,000 | 1,753,558 | |
Non-cash investing and financing activities | ||||
Conversion of simple agreement for future equity | 456,234 | |||
Convertible note issued in settlement of accrued interest | 321,345 | |||
Bifurcated embedded derivative liabilities at issuance | 541,223 | |||
Conversion of convertible notes | 3,346,232 | |||
Related Party [Member] | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash interest expense | 87,758 | 90,422 | 513,977 | 55,086 |
Amortization of debt discount and issuance costs | 489,755 | 292,862 | 2,410,735 | 485,717 |
Loss on modification of simple agreement for future equity | 1,602,174 | |||
Change in fair value of warrant liability | (115,000) | 115,000 | ||
Change in fair value of simple agreement for future equity | 303,139 | (2,752,430) | 4,078,431 | |
Change in fair value of bifurcated embedded derivative liabilities | 32,415 | (3,063,278) | 606,857 | |
Change in fair value of bifurcated embedded derivative liabilities | 137,285 | (3,063,278) | 606,857 | |
Cash flows from financing activities: | ||||
Proceeds from issuance of notes payable, net of issuance costs-related party | 4,387,701 | |||
Proceeds from issuance of convertible notes, net of issuance costs | 1,500,000 | 2,583,000 | 4,182,290 | |
Non-cash investing and financing activities | ||||
Modification of convertible notes payable-related party | 9,909 | |||
Shares issued under share transfer agreement-related party | 2,498,965 | |||
Conversion of simple agreement for future equity | 6,049,766 | |||
Convertible note issued in settlement of accrued interest | 100,538 | |||
Bifurcated embedded derivative liabilities at issuance | 1,292,777 | |||
Conversion of convertible notes | 2,540,091 | $ 7,271,368 | ||
Yorkville [Member] | ||||
Non-cash investing and financing activities | ||||
Conversion of convertible notes | $ 1,667,000 |
Organization
Organization | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | 1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015 Close of the Merger On December 14, 2023 (the “Closing Date”), 7GC & Co. Holdings Inc. (“7GC”), our predecessor company, consummated the business combination pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Original Merger Agreement”), by and among 7GC, Banzai International, Inc. (“Legacy Banzai”), 7GC Merger Sub I, Inc., an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a direct wholly owned subsidiary of 7GC (“Second Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (the “Merger Agreement Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), by and between 7GC and Legacy Banzai. Pursuant to the terms of the Merger Agreement, a business combination between 7GC and Legacy Banzai was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC (Legacy Banzai, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) the subsequent merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), 7GC changed its name to Banzai International, Inc. Although 7GC was the legal acquirer of Legacy Banzai in the merger, Legacy Banzai is deemed to be the accounting acquirer, and the historical financial statements of Legacy Banzai became the basis for the historical financial statements of the Company upon the closing of the merger. As a result, the financial statements included here reflect (i) the historical operating results of Legacy Banzai prior to the merger; (ii) the combined results of 7GC and Legacy Banzai following the close of the merger; (iii) the assets and liabilities of Legacy Banzai at their historical cost and (iv) the Legacy Banzai’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. The aggregate consideration payable to securityholders of Legacy Banzai at the Closing consisted of a number of shares of Class A Common Stock or shares of Class B Common Stock, and cash in lieu of any fractional shares of Class A Common Stock or shares of Class B Common Stock that would otherwise have been payable to any Legacy Banzai securityholders, equal to $ 100,000,000 Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc. Emerging Growth Company Upon closure of the Merger, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies. Any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies. | 1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015 Close of the Merger On December 14, 2023 (the “Closing Date”), 7GC & Co. Holdings Inc. (“7GC”), our predecessor company, consummated the business combination pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Original Merger Agreement”), by and among 7GC, Banzai International, Inc. (“Legacy Banzai”), 7GC Merger Sub I, Inc., an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a direct wholly owned subsidiary of 7GC (“Second Merger Sub”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (the “Merger Agreement Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”), by and between 7GC and Legacy Banzai. Pursuant to the terms of the Merger Agreement, a business combination between 7GC and Legacy Banzai was effected through (a) the merger of First Merger Sub with and into Legacy Banzai, with Legacy Banzai surviving as a wholly-owned subsidiary of 7GC (Legacy Banzai, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) the subsequent merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, and in connection with the closing of the Merger (the “Closing”), 7GC changed its name to Banzai International, Inc. Although 7GC was the legal acquirer of Legacy Banzai in the merger, Legacy Banzai is deemed to be the accounting acquirer, and the historical financial statements of Legacy Banzai became the basis for the historical financial statements of the Company upon the closing of the merger. Furthermore, the historical financial statements of Legacy Banzai became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report reflect (i) the historical operating results of Legacy Banzai prior to the merger; (ii) the combined results of 7GC and Legacy Banzai following the close of the merger; (iii) the assets and liabilities of Legacy Banzai at their historical cost and (iv) the Legacy Banzai’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. The aggregate consideration payable to securityholders of Legacy Banzai at the Closing consisted of a number of shares of Class A Common Stock or shares of Class B Common Stock, and cash in lieu of any fractional shares of Class A Common Stock or shares of Class B Common Stock that would otherwise have been payable to any Legacy Banzai securityholders, equal to $ 100,000,000 Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc. 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 100 110 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 100 10.00 Emerging Growth Company Upon closure of the Merger, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard. Therefore, the Company’s financial statements may not be comparable to certain public companies. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 2. Going Concern As of March 31, 2024 the Company had cash of approximately $ 1.0 2.1 51.3 The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured. The Company’s plans include obtaining future debt and equity financings associated with the close of the Merger described in Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc.. These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. | 2. Going Concern As of December 31, 2023 the Company had cash of approximately $ 2.1 1.6 46.8 The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from sales and positive operating cash flows, which is not assured. The Company’s plans include obtaining future debt and equity financings associated with the close of the Merger described in Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc.. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2023 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability-related party The Public Warrants are recognized as derivative liabilities in accordance with ASC 815 Derivatives and Hedging The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 For the Three Months 2024 2023 Numerator: Net loss attributable to common stock-basic and diluted $ (4,500,272 ) $ (3,765,122 ) Denominator: Weighted average shares-basic and diluted 17,355,609 6,382,180 Net loss per share attributable to common stock-basic and diluted $ (0.26 ) $ (0.59 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of March 31, 2024 2023 Options 801,372 670,247 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,129,905 670,247 Antidilutive Securities 13,129,905 670,247 Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 7-Fair Value Measurements Note 11-Debt Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three months ended March 31, 2024 and 2023. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of March 31, 2024 and December 31, 2023. Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update intend to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, the addition of a category for other segment items by reportable segment, that all annual segment disclosures be disclosed in interim periods, and other related segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements. | 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of December 31, 2023 and 2022, and the results of operations and cash flows for the years ended December 31, 2023 and 2022. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of goodwill, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities, and recognition and measurement of stock compensation. Certain Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements. Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2023 and 2022, the Company does no The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of balances due from customers as well as from payment service providers. Payment terms range from due upon receipt, to net 30 days. Accounts receivable are stated net of an allowance for credit losses. The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. The adoption of ASU No. 2016-13, Financial Instruments: Credit Losses (Topic 326) (“ASU 2016-13”) did not have a material impact on these consolidated financial statements. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred. As of December 31, 2023 and 2022, the Company determined an allowance for credit losses of $ 5,748 107,860 65,013 142,162 The following table presents changes in the allowance for credit losses for the year ended December 31, 2023: Summary of Changes in Allowance for Credit Losses Balance-January 1, 2023 $ 107,860 Change in provision for credit losses (102,112 ) Balance-December 31, 2023 $ 5,748 Property and Equipment Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives ( 3 years Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2023, the Company had one 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 Deferred Offering Costs In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1-Organization Note 4-Merger Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022: Summary of Capitalized Deferred Offering Costs December 14, December 31, SPAC-related legal fees $ 2,973,077 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 3,233,097 $ 1,524,934 The entire balance of Deferred Offering Costs capitalized as of December 14, 2023, was reclassified to Additional Paid-in- Capital, on December 14, 2023, in connection with the closing of the Merger. As a result, there was no Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability-related party The Public Warrants are recognized as derivative liabilities in accordance with ASC 815 Derivatives and Hedging The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control in lieu of the Warrant, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). The Company determined the Warrants were share issuance costs associated with an aborted offering to purchase equity. Aborted offering costs may not be deferred and charged against proceeds of a subsequent offering. As such, the Company recorded an expense for the corresponding fair value. 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 Concentration of Business and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has no financial instruments with off-balance sheet risk of loss. At December 31, 2023, no customers accounted for 10% or more of accounts receivable. At December 31, 2022, three customers accounted for 10% or more of accounts receivable with concentrations of 21 16 10 47 259,635 At December 31, 2023 and 2022, one supplier accounted for 10% or more of accounts payable. Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2023 2022 As of December 31, 2023 2022 Numerator: Net loss attributable to common stock-basic and diluted $ (14,406,262 ) $ (15,468,502 ) Denominator: Weighted average shares-basic and diluted 6,853,733 6,441,116 Net loss per share attributable to common stock-basic and diluted $ (2.10 ) $ (2.40 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 748,086 370,998 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,076,619 370,998 Antidilutive Securities 13,076,619 370,998 Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement. The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. Revenue Recognition Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Statement of Work (“SOW”) or Invoice, and the accompanying documents are negotiated and signed by both parties (if applicable). Alternatively, customer contracting is achieved via self service and invoicing is initiated automatically once the customer accepts the terms and conditions on the platform, based on their selection of the desired subscription product. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually, with the majority paid via credit card processing. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customerCan and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price. Costs of Revenue Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $ 941,737 783,764 Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards in accordance with ASC 718, Stock Compensation Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 8-Fair Value Measurements Note 14-Debt Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the years ended December 31, 2023 and 2022. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of December 31, 2023 and 2022. During 2022, the Company carried convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 8-Fair Value Measurements Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. |
Reverse Merger Capitalization w
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. | 4. Reverse Merger Capitalization with 7GC & Co. Holdings Inc. On December 14, 2023 (the “Closing Date”), Banzai consummated the previously announced Merger with 7GC, as a result of which Banzai became a wholly-owned subsidiary of 7GC. While 7GC was the legal acquirer of Banzai in the merger, for accounting purposes, Legacy Banzai was deemed to be the accounting acquirer in the merger. The determination was primarily based on Legacy Banzai’s stockholders having a majority of the voting power in the combined Company, Legacy Banzai having the ability to appoint a majority of the Board of Directors of the Company, Legacy Banzai’s existing management team comprising the senior management of the combined Company, Legacy Banzai comprising the ongoing operations of the combined Company and the combined Company assumed the name “Banzai International, Inc.”. Accordingly, for accounting purposes, the merger was treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC are stated at historical cost, with no goodwill or other intangible assets recorded. Retroactive Restatement for Conversion of Common Stock and Series A Preferred Stock by Applying Exchange Ratio Upon the closing of the merger, holders of Legacy Banzai common stock and Series A preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods, prior to the merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 0.6147 The aggregate consideration payable to securityholders of Banzai at the Closing Date was equal to $ 100,000,000 3,207,428 0.0001 10.76 34,524,065 one 0.0001 one On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and no consideration was delivered therefore. Upon the closing of the merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 350,000,000 250,000,000 25,000,000 75,000,000 0.0001 20,221,589 no Effect of Merger on Class A and Class B Common Stock Upon the Close of the Merger, holders of Legacy Banzai common stock and Series A preferred stock were converted into shares of common stock in an amount determined by application of the Exchange Ratio. As noted above, the equity structure has been restated in all comparable periods, prior to the Merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit | 4. Reverse Merger Capitalization with 7GC & Co. Holdings Inc. On December 14, 2023 (the “Closing Date”), Banzai consummated the previously announced Merger with 7GC, as a result of which Banzai became a wholly-owned subsidiary of 7GC. While 7GC was the legal acquirer of Banzai in the merger, for accounting purposes, Legacy Banzai was deemed to be the accounting acquirer in the merger. The determination was primarily based on Legacy Banzai’s stockholders having a majority of the voting power in the combined Company, Legacy Banzai having the ability to appoint a majority of the Board of Directors of the Company, Legacy Banzai’s existing management team comprising the senior management of the combined Company, Legacy Banzai comprising the ongoing operations of the combined Company and the combined Company assumed the name “Banzai International, Inc.”. Accordingly, for accounting purposes, the merger was treated as the equivalent of Legacy Banzai issuing stock for the net assets of 7GC, accompanied by a recapitalization. The net assets of 7GC are stated at historical cost, with no goodwill or other intangible assets recorded. Preferred Stock Conversion Immediately prior to the First Merger (the “First Effective Time”), each share of Legacy Banzai Series A preferred stock, par value $ 0.0001 one 0.0001 At the First Effective Time, by virtue of the First Merger and without any action on the part of 7GC, First Merger Sub, Legacy Banzai or the holders of any of the following securities: (a) each outstanding share of Legacy Banzai Class A Common Stock, including the shares of Legacy Banzai Class A Common Stock from the conversion of the Legacy Banzai Preferred Stock described above, and each outstanding share of Class B common stock of Legacy Banzai, par value $ 0.0001 0.0001 10.00 (b) (1) each option to purchase Legacy Banzai Class A Common Stock (“Legacy Banzai Option”), whether vested or unvested, that was outstanding immediately prior to the First Effective Time and held by any securityholders of Legacy Banzai immediately prior to the First Effective Time (each, a “Pre-Closing Holder”) who was providing services to Legacy Banzai immediately prior to the First Effective Time (a “Pre-Closing Holder Service Provider”), was assumed and converted into an option (a “Company Option”) to purchase shares of Class A Common Stock, calculated in the manner set forth in the Merger Agreement; and (2) the vested portion of each Legacy Banzai Option that was outstanding at such time and held by a Pre-Closing Holder who was not then providing services to Legacy Banzai (a “Pre-Closing Holder Non-Service Provider”) was assumed and converted into a Company Option to purchase shares of Class A Common Stock, calculated in the manner set forth in the Merger Agreement; (c) each right of each SAFE investor to receive a portion of the Total Consideration (as defined below) pursuant to certain Simple Agreements for Future Equity (“each, a “SAFE Agreement”) that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right (each, a “SAFE Right”) to receive a number of shares of Class A Common Stock equal to (i) the Purchase Amount as defined in the applicable SAFE Agreement that governed such SAFE Right (the “SAFE Purchase Amount”) in respect of such SAFE Right divided by the Valuation Cap Price as defined in each SAFE Agreement in respect of such SAFE Right multiplied by (ii) the Exchange Ratio; and (d) each Subordinated Convertible Note set forth in Section 1.1(a) of the Legacy Banzai disclosure schedules to the Merger Agreement (the “Subordinated Convertible Notes”) that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (i) all of the outstanding principal and interest in respect of such Subordinated Convertible Note, divided by the quotient obtained by dividing the Valuation Cap by the Fully Diluted Capitalization (each as defined in and determined pursuant to the terms of such Subordinated Convertible Note) in respect of such Subordinated Convertible Note, multiplied by (ii) the Exchange Ratio. (e) “Per Share Value” equals (i) an amount equal to $ 100,000,000 At the effective time of the Second Merger (the “Second Effective Time”), by virtue of the Second Merger and without any action on the part of 7GC, Surviving Corporation, Second Merger Sub or the holders of any securities of 7GC or the Surviving Corporation or the Second Merger Sub, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and extinguished, and no consideration was delivered therefor. Retroactive Restatement for Conversion of Common Stock and Series A Preferred Stock by Applying Exchange Ratio Upon the closing of the merger, holders of Legacy Banzai common stock and Series A preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods, prior to the merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 0.6147 The aggregate consideration payable to securityholders of Banzai at the Closing Date was equal to $ 100,000,000 3,207,428 0.0001 10.76 34,524,065 one 0.0001 one On the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time was cancelled and no consideration was delivered therefore. Treatment of Outstanding Equity Awards In addition, as of the First Effective Time: (i) each Legacy Banzai Option, whether vested or unvested, that was outstanding immediately prior to the First Effective Time and held by a Pre-Closing Holder Service Provider, was assumed and converted into a Company Option with respect to a number of shares of Class A Common Stock calculated in the manner set forth in the Merger Agreement; and (ii) the vested portion of each Legacy Banzai Option that was outstanding at such time and held by a Pre-Closing Holder Non-Service Provider was assumed and converted into a Company Option with respect to a number of shares of Class A Common Stock calculated in the manner set forth in the Merger Agreement. See Note 19-Stock-Based Compensation Treatment of SAFE Rights As of the First Effective Time, each SAFE Right that was outstanding immediately prior to the First Effective Time was cancelled and converted into and became the right to receive a number of shares of Class A Common Stock equal to the SAFE Purchase Amount in respect of such SAFE Right divided by the SAFE Conversion Price in respect of such SAFE Right multiplied by (ii) the Exchange Ratio. See Note 16-Simple Agreements for Future Equity Treatment of Convertible Notes As of the First Effective Time, each Subordinated Convertible Note that was outstanding immediately prior to the First Effective Time was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to (i) all of the outstanding principal and interest in respect of such Subordinated Convertible Note divided by the Subordinated Convertible Note Conversion Price in respect of such Subordinated Convertible Note, multiplied by (ii) the Exchange Ratio. In connection with the Forbearance Agreement and amended and restated Senior Convertible Notes, each Senior Convertible Note remained outstanding following the Closing (to be convertible at CP BF’s option into shares of Class A Common Stock after the Merger). On December 14, 2023, Legacy Banzai entered into the Forbearance Amendment, pursuant to which CP BF agreed not to exercise any right or remedy under the Loan Agreement with CP BF entered into on February 19, 2021 (the “CP BF Loan Agreement”), including its right to accelerate the aggregate amount outstanding under the CP BF Loan Agreement, until (a) the date that is the earlier of the date that all Yorkville Promissory Notes to be issued under the SEPA (See below for further detail) have been repaid (and/or converted) in full, or (b) six months after the Closing of the Merger. See below and Note 14-Debt Material Agreements Related to the Close of the Merger In connection with the close of the merger, the following material agreements and transactions were entered into by 7GC and Legacy Banzai: ● Sponsor Forfeiture Agreement 7,350,000 11.50 ● Yorkville Standby Equity Purchase Agreement (“SEPA”) 3.5 1.0 4.5 Note 14-Debt Note 18-Equity ● Share Transfer Agreements and Alco Promissory Notes 150,000 75,000 150,000 75,000 On December 13, 2023, in connection with the Merger, 7GC and the Sponsor entered into a share transfer agreement (the “December Share Transfer Agreement”) with Alco, pursuant to which for each $ 10.00 600,000 2.0 8 1.5 January 10, 2024 September 30, 2024 825,000 825,000 Note 14-Debt ● GEM Agreements 100,000,000 3 650 On December 13, 2023, Legacy Banzai and GEM entered into that certain binding term sheet (the “GEM Term Sheet”) and, on December 14, 2023, a letter agreement (the “GEM Letter”), agreeing to terminate in its entirety the GEM Agreement by and between Legacy Banzai and GEM, other than with respect to the Company’s obligation (as the post-combination company in the Merger) to issue to GEM a warrant (the “GEM Warrant”) granting the right to purchase Class A Common Stock in an amount equal to 3 2.0 five-year 0 Note 15-Warrant Liabilities Note 21-Subsequent Events ● 7GC Promissory Notes 2,300,000 30 30 2.86 Note 14-Debt and Note 6-Related Party Transactions Note 21-Subsequent Events ● CP BF Senior Convertible Notes 1,500,000 321,345 5 4.35 Note 14-Debt ● Cantor Fee Agreement 4,050,000 8,050,000 4,000,000 400,000 1,113,927 Note 17-Commitments and Contingencies Upon the closing of the merger, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 350,000,000 250,000,000 25,000,000 75,000,000 0.0001 16,019,256 no Reconciliation of the Merger to the Company’s Consolidated Financial Statements The following table reconciles the elements of the Merger to the consolidated statements of cash flows: Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows Recapitalization Deferred underwriting fees assumed $ 4,000,000 Convertible notes payable assumed 2,550,000 Warrant liabilities assumed 460,000 Less: effect on equity (14,625,462 ) Effect of reverse recapitalization, net of transaction costs $ (7,615,462 ) The following table reconciles the elements of the Merger to the consolidated statements of changes in stockholders’ deficit: Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit Recapitalization Cash $ 197,166 Non-cash net working capital assumed (7,812,628 ) Deferred underwriting fees assumed (4,000,000 ) Convertible notes payable assumed (2,550,000 ) Fair value of assumed warrant liabilities (460,000 ) Transaction costs (3,233,097 ) Effect of reverse recapitalization $ (17,858,559 ) The effect of the reverse recapitalization above differs from the effect of equity on the consolidated statements of cash flows, due to the transaction costs. Effect of Merger on Class A and Class B Common Stock Upon the Close of the Merger, holders of Legacy Banzai common stock and Series A preferred stock were converted into shares of common stock in an amount determined by application of the Exchange Ratio. As noted above, the equity structure has been restated in all comparable periods, prior to the Merger, up to December 14, 2023, to reflect the number of shares of the Company’s common stock, $ 0.0001 8,276,972 1,956,972 6,320,000 2,328,823 754,119 2,435,327 897,380 1,758,003 754,119 2,435,327 1,431,443 The total shares of common stock issued and outstanding at December 31, 2022, after giving effect to the recapitalization and activity during the year, was 6,445,599 2,560,926 3,884,673 16,019,256 13,708,122 2,311,134 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 5. Related Party Transactions 7GC Related Party Promissory Notes On December 21, 2022, 7GC issued an unsecured promissory note (the “December 2022 7GC Note”) to the Sponsor, 7GC & Co. Holdings LLC, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 0.0001 10.00 On October 3, 2023, 7GC issued an additional unsecured promissory note (the “October 2023 7GC Note”, together with the December 2022 7GC Note, the “ 7GC Promissory Notes”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 500,000 no 10.00 Upon Closing of the Merger, Banzai assumed the 7GC Promissory Notes which subsequently converted on February 2, 2024. At the date of conversion, the total balance of the Notes converted was $ 2,540,092 Due to Related Party of 7GC During the year ended December 31, 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $ 67,118 Legacy Banzai Related Party Transactions During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 11-Debt | 6. Related Party Transactions 7GC Related Party Promissory Notes On December 21, 2022, 7GC issued an unsecured promissory note (the “December 2022 7GC Note”) to the Sponsor, 7GC & Co. Holdings LLC, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 500,000 1,800,000 1,100,000 900,000 200,000 0.0001 10.00 177,500 122,500 500,000 900,000 1,800,000 On October 3, 2023, 7GC issued an additional unsecured promissory note (the “October 2023 7GC Note”, together with the December 2022 7GC Note, the “ 7GC Promissory Notes”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 500,000 no 10.00 Upon Closing of the Merger, Banzai assumed the 7GC Promissory Notes which remained outstanding as of December 31, 2023. As of December 31, 2023, $ 2,540,091 Note 14-Debt Note 21-Subsequent Events Due to Related Party of 7GC During the year ended December 31, 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $ 67,118 Legacy Banzai Related Party Transactions During 2022 and 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 14-Debt Note 16-Simple Agreements for Future Equity |
Revenue
Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | 6. Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company’s services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30 Banzai’s Management believes its exposure to credit risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable: Demio The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. Reach While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers: Summary of Revenue by Region Three Months Ended March 31, 2024 2023 Amount Percentage Amount Percentage Americas $ 582,827 54 % $ 669,775 62 % Europe, Middle East and Africa (EMEA) 386,250 36 % 407,910 30 % Asia Pacific 110,395 10 % 99,376 8 % Total $ 1,079,472 100 % $ 1,177,061 100 % Contract Balances Accounts Receivable, Net A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. Summary of Accounts Receivable, Net Opening Closing Opening Closing Accounts receivable, net $ 105,049 $ 34,670 $ 68,416 $ 61,755 Costs to Obtain a Contract Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the three months ended March 31, 2024 and 2023, commission expenses were $ 82,142 99,376 38,462 51,472 The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2024: Summary of Costs to Obtain Contract Activity Balance-December 31, 2023 $ 51,472 Commissions Incurred 31,610 Deferred Commissions Recognized (44,620 ) Balance-March 31, 2024 $ 38,462 The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2023: Balance-December 31, 2022 $ 69,737 Commissions Incurred 88,928 Deferred Commissions Recognized (104,289 ) Balance-March 31, 2023 $ 54,376 | 7. Revenue Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on considerations specified in terms and conditions agreed to by a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company’s services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the SOW’s and invoices, agreements range from monthly to annual and Banzai generally provides for net 30 Banzai’s Management believes its exposure to credit risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. The Company follows the provisions of ASC 606, under which the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognize revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable: Demio The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. Reach While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. Service Trade Revenue The Company has one 375,000 293,500 Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers: Summary of Revenue by Region Year Ended December 31, 2023 2022 Amount Percentage Amount Percentage Americas $ 2,677,050 59 % $ 3,307,129 62 % Europe, Middle East and Africa (EMEA) 1,511,886 33 % 1,588,539 30 % Asia Pacific 372,364 8 % 437,311 8 % Total $ 4,561,300 100 % $ 5,332,979 100 % Contract Balances Accounts Receivable, Net 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. Summary of Accounts Receivable, Net For The Years Ended December 31, 2023 2022 Opening Closing Opening Closing Accounts receivable, net $ 68,416 $ 105,049 $ 74,727 $ 68,416 Costs to Obtain a Contract Sales commissions, the principal costs incurred to obtain a contract, are earned when the contract is executed. Management has capitalized these costs and amortized the commission expense over time in accordance with the related contract’s term. For the years ended December 31, 2023 and 2022, commission expenses were $ 299,450 434,446 51,472 69,737 The following summarizes the Costs to obtain a contract activity during the years ended December 31, 2023 and 2022: Summary of Costs to Obtain Contract Activity Balance-December 31, 2021 $ 90,662 Commissions Incurred 343,003 Deferred Commissions Recognized (363,928 ) Balance-December 31, 2022 69,737 Commissions Incurred 242,810 Deferred Commissions Recognized (261,075 ) Balance-December 31, 2023 $ 51,472 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 7. Fair Value Measurements The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2024 and the year ended December 31, 2023. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Non-recurring Basis The fair value of non-financial assets measured at fair value on a non-recurring basis, classified as Level 3 in the fair value hierarchy, is determined based on using market-based approaches, or estimates of discounted expected future cash flows. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level March 31, December 31, Liabilities: Warrant liabilities-public 2 $ 460,000 $ 575,000 GEM warrant liabilities 3 $ 233,000 $ 641,000 Yorkville convertible note 3 $ 3,064,000 $ 1,766,000 Warrant Liability-Public Warrants The Company assumed 11,500,000 Note 12-Warrant Liabilities For the three months ended March 31, 2024, the Company recognized a benefit of approximately $ 115,000 The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 575,000 Change in fair value (115,000 ) Balance at March 31, 2024 $ 460,000 Warrant Liability-GEM Warrants The measurement of fair value of the GEM Warrants were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Refer to Note 12-Warrant Liabilities As of March 31, 2024, the Company recognized a benefit of approximately $ 408,000 The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 641,000 Change in fair value (408,000 ) Balance at March 31, 2024 $ 233,000 Yorkville Convertible Notes The measurement of fair value of the Yorkville convertible notes were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). Refer to Note 11-Debt As of March 31, 2024, the Company recognized a benefit (loss) of approximately $( 544,000 The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2023 $ 1,766,000 Issuance of Yorkville convertible note 2,250,000 Loss on debt issuance 171,000 Payment in shares to settle Yorkville convertible notes (1,667,000 ) Change in fair value 544,000 Balance at March 31, 2024 $ 3,064,000 Bifurcated Embedded Derivative Liabilities The fair value of the embedded put options, relating to the Convertible Notes-Related Party, Convertible Notes, and Term and Convertible Notes (CP BF) , Merger Agreement. Upon the conversion described above, the bifurcated embedded derivative liabilities were $ 0 Note 11-Debt The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the three months ended March 31, 2023, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Schedule of Derivative Liabilities Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 1,936,827 $ 845,473 Issuance of convertible notes with bifurcated embedded derivative 707,000 - Change in fair value 137,285 32,415 Balance at March 31, 2023 $ 2,781,112 $ 877,888 Simple Agreements for Future Equity (SAFE) During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements (the “SAFEs”). In the event of an Equity Financing (as defined in the SAFEs agreements), the SAFEs will automatically convert into shares of the Company’s common or preferred stock at a discount of 15% Note 13-Simple Agreements for Future Equity The fair value of the SAFEs was determined using a scenario-based method for the pre-modification SAFE’s and a Monte Carlo simulation method for the post-modification SAFEs. The value of the SAFE liability as of December 31, 2023 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $ 3,836,000 0 Note 13-Simple Agreements for Future Equity The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13-Simple Agreements for Future Equity Schedule of Fair Value Measurements Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 8,802,196 $ 663,804 Change in fair value 303,139 22,861 Balance at March 31, 2023 $ 9,105,335 $ 686,665 | 8. Fair Value Measurements The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2023 and 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Non-recurring Basis The fair value of non-financial assets measured at fair value on a non-recurring basis, classified as Level 3 in the fair value hierarchy, is determined based on using market-based approaches, or estimates of discounted expected future cash flows. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level December 31, December 31, Liabilities: Warrant liabilities-public 2 $ 575,000 $ - GEM warrant liabilities 3 $ 641,000 $ - Yorkville convertible note 3 $ 1,766,000 $ - Bifurcated embedded derivative liabilities 3 $ - $ 845,473 Bifurcated embedded derivative liabilities-related party 3 $ - $ 1,936,827 SAFE 3 $ - $ 663,804 SAFE-related party 3 $ - $ 8,802,196 Warrant Liability-Public Warrants The Company assumed 11,500,000 Note 15-Warrant Liabilities For the period from December 14, 2023 through December 31, 2023, the Company recognized a benefit of approximately $ 115,000 The estimated fair values of the Public Warrants prior to being separately listed and traded, were initially determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 2 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2022 $ - Merger date assumption of public warrants 460,000 Change in fair value 115,000 Balance at December 31, 2023 $ 575,000 Warrant Liability-GEM Warrants The measurement of fair value of the GEM Warrants were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). Refer to Note 15-Warrant Liabilities As of December 31, 2023, the Company recognized a benefit (loss) of approximately $ 1,807,000 The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2022 $ - Issuance of GEM warrants 2,448,000 Change in fair value (1,807,000 ) Balance at December 31, 2023 $ 641,000 Yorkville Convertible Note The measurement of fair value of the Yorkville convertible note were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). Refer to Note 14-Debt Issuance of yorkville convertible note As of December 31, 2023, the Company recognized a benefit (loss) of approximately $( 34,000 The following tables set forth a summary of the changes in the fair value of the Yorkville convertible note which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2022 $ - Issuance of yorkville convertible note 1,800,000 Change in fair value (34,000 ) Balance at December 31, 2023 $ 1,766,000 Bifurcated Embedded Derivative Liability The fair value of the embedded put option was determined using a Black Scholes option pricing model. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s consolidated statements of operations will reflect the volatility in these estimate and assumption changes. On December 14, 2023, all outstanding principal and accrued interest, including the carrying value of any related embedded derivative, related to the Related Party Convertible Notes and Third Party Convertible Notes converted into the Company’s Class A Common Stock pursuant to the close of the Merger Agreement. Refer to Note 14-Debt 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: Schedule of Derivative Liabilities Fair Value Related Party Third Party Balance at December 31, 2021 $ - $ 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,398,595 586,405 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) - Change in fair value 606,857 254,443 Balance at December 31, 2022 1,936,827 845,473 Issuance of convertible notes with bifurcated embedded derivative 1,126,451 559,390 Change in fair value (3,063,278 ) (1,404,863 ) Balance at December 31, 2023 $ - $ - Simple Agreements for Future Equity (SAFE) 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 Note 16-Simple Agreements for Future Equity The fair value of the SAFEs was determined using a scenario-based method for the pre-modification SAFE’s and a Monte Carlo simulation method for the post-modification SAFEs. The value of the SAFE liability as of December 31, 2023 and 2022 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the SAFEs on the date of issuance was determined to be $ 3,836,000 Note 16-Simple Agreements for Future Equity The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 16-Simple Agreements for Future Equity Schedule of Fair Value Measurements Fair Value Related Party Third Party Balance at December 31, 2021 $ 3,121,591 $ 235,409 Change in fair value 4,078,431 307,569 Loss on modification 1,602,174 120,826 Balance at December 31, 2022 8,802,196 663,804 Change in fair value (2,752,430 ) (207,570 ) Conversion of SAFEs (6,049,766 ) (456,234 ) Balance at December 31, 2023 $ - $ - |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | ||
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets March 31, December 31, Prepaid expenses and other current assets: Service Trade $ 333,219 $ 364,384 Prepaid consulting costs 13,258 120,332 Prepaid data license and subscription costs 37,500 53,124 Prepaid commissions 38,462 51,472 Prepaid software costs 17,439 29,887 Prepaid merchant fees 29,182 26,224 Prepaid insurance costs 445,963 17,661 Prepaid advertising and marketing costs 146,201 11,074 Other current assets 12,690 66,997 Total prepaid expenses and other current assets $ 1,073,914 $ 741,155 | 10. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid expenses and other current assets: Service Trade $ 364,384 $ 97,875 Prepaid consulting costs 120,332 3,124 Prepaid data license and subscription costs 53,124 40,000 Prepaid commissions 51,472 69,737 Prepaid software costs 29,887 10,255 Prepaid merchant fees 26,224 26,401 Prepaid insurance costs 17,661 15,430 Prepaid advertising and marketing costs 11,074 32,178 Other current assets 66,997 38,507 Total prepaid expenses and other current assets $ 741,155 $ 333,507 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at the dates indicated: Summary of Accrued Expenses and Other Current Liabilities March 31, December 31, Accrued expenses and other current liabilities: Accrued accounting and professional services costs $ 2,162,984 $ 1,511,889 Accrued subscription costs 489,972 22,110 Sales tax payable 338,402 314,873 Excise tax payable 223,717 223,717 Accrued legal costs 153,884 2,694,439 Accrued payroll and benefit costs 93,513 185,504 Accrued streaming service costs 56,380 37,765 Deposits 54,102 54,102 Other current liabilities 289,760 149,841 Total accrued expenses and other current liabilities $ 3,862,714 $ 5,194,240 | 12. Accrued and Other Current Liabilities Accrued Expenses and Other Current Liabilities Accrued and other current liabilities consisted of the following at the dates indicated: Summary of Accrued and Other Current Liabilities December 31, December 31, Accrued and other current liabilities: Accrued legal costs $ 2,694,439 $ 31,355 Accrued accounting and professional services costs 1,511,889 94,573 Sales tax payable 314,873 230,617 Excise tax payable 223,717 - Accrued payroll and benefit costs 185,504 95,947 Deposits 54,102 - Accrued streaming service costs 37,765 - Accrued subscription costs 22,110 28,774 Accrued offering costs - 261,090 Other current liabilities 149,841 3,017 Total accrued and other current liabilities $ 5,194,240 $ 745,373 |
Deferred Revenue
Deferred Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Deferred Revenue | ||
Deferred Revenue | 10. Deferred Revenue Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the three months ended March 31, 2024 and March 31, 2023, the Company recognized $ 861,496 930,436 The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue Three Months Ended Year Ended Deferred revenue, beginning of period $ 1,214,096 $ 930,436 Billings 1,110,682 4,781,924 Revenue recognized (prior year deferred revenue) (861,496 ) (930,436 ) Revenue recognized (current year deferred revenue) (217,976 ) (3,567,828 ) Deferred revenue, end of period $ 1,245,306 $ 1,214,096 The deferred revenue balance is short-term and included under current liabilities on the accompanying unaudited condensed consolidated balance sheet. | 13. Deferred Revenue Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the year ended December 31, 2023, the Company recognized $ 930,436 The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue 2023 2022 December 31, 2023 2022 Deferred revenue, beginning of period $ 930,436 $ 1,060,040 Billings 4,781,924 5,040,665 Revenue recognized (prior year deferred revenue) (930,436 ) (1,004,697 ) Revenue recognized (current year deferred revenue) (3,567,828 ) (4,165,572 ) Deferred revenue, end of period $ 1,214,096 $ 930,436 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt | 11. Debt Convertible Notes Convertible Notes-Related Party During 2022 and 2023, the Company issued subordinated convertible promissory notes to related parties Alco Investment Company (“Alco”), Mason Ward, DNX, and William Bryant. Alco held approximately 5 5 8 During the quarter ending March 31, 2023, the Company recorded a $ 707,000 383,284 90,422 292,862 March 2023 Amendment In March 2023, the Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. Convertible Notes-Third Party During 2022 and 2023, the Company issued additional subordinated convertible notes (the “Third Party Convertible Notes”). The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). For the three months ended March 31, 2023, interest expense on the Third Party Convertible Notes totaled $ 151,624 34,717 116,907 March 2023 Amendment In March 2023, the Third Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, 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 following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Summary of Related Party and Third Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ - $ - Promissory Notes Promissory Notes-Related Party On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $ 150,000 10 8 April 29, 2024 3,711 5,449 2,991 2,458 150,000 7,035 4,044 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 8 September 30, 2024 8,588 638,808 91,563 29,918 61,645 1,500,000 60,493 30,575 On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $ 750,000 8 April 13, 2024 363,905 248,285 14,959 233,326 750,000 22,356 7,397 On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $ 2,000,000 8 December 31, 2024 1,496,252 232,216 39,890 192,326 2,000,000 47,780 7,890 In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the “Alco Share Transfer Agreements”) with Alco Investment Company. Pursuant to which for each $ 10.00 10.00 150,000 75,000 600,000 180 For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging, and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Company’s common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date. For the Alco September Promissory Note, of which $ 1,000,000 0.77 1,000,000 180 54.0 5.3 10.7 16.0 12.5 80 For the remaining $ 500,000 0.72 500,000 180 52.0 5.4 10.0 15.0 11.5 80 For the Alco November Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 208 days (approximately 0.60 180 54.0 5.2 9.5 15.0 11.5 100 For the Alco December Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 180 days (approximately 0.49 180 47.0 5.2 7.5 12.0 9.0 100 Promissory Notes-7GC The Company assumed two 2,540,091 890,611 Promissory Note-GEM On December 14, 2023, the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) agreed to terminate in its entirety the GEM Agreement, pursuant to which GEM was to purchase from the Company shares of common stock having an aggregate value up to $ 100,000,000 3 2.0 five 0 2.0 2.0 On February 5, 2024, the Company and GEM entered into a settlement agreement (the “GEM Settlement Agreement”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $ 1.2 1.0 100,000 1.2 The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 2,000,000 As of March 31, 2024, the Company has issued an aggregate of 139,470 900,000 Convertible Promissory Notes (Yorkville) On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (refer to Note 15-Equity 3,500,000 2,000,000 1,800,000 200,000 On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $ 1,000,000 4,500,000 1,000,000 900,000 100,000 On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $ 1,500,000 1,250,000 250,000 The Yorkville Convertible Notes have a maturity date of June 14, 2024 0 18 Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99 Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10 Upon the occurrence of certain triggering events, as defined in the Yorkville Convertible Notes agreement (each an “Amortization Event”), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Convertible Notes, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 10 During January 2024, the Company’s stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15) of $ 2.00 0.294 During the three months ending March 31, 2024, $ 500,000 788,211 1,000,000 1,445,524 As of March 31, 2024 and December 31, 2023, the principal amount outstanding under the Yorkville Convertible Notes was $ 3,000,000 2,000,000 0 The Yorkville Convertible Notes are required to be measured at fair value pursuant to ASC 480 Distinguishing Liabilities from Equity 3,064,000 1,766,000 1.88 71 0.46 14 5.28 10.0 During the three months ended March 31, 2024, the Company recorded a loss of $ 544,000 0.61 106 0.21 16.5 5.46 75.0 Term and Convertible Notes (CP BF) During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14 monthly 1.5 15.5 For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. The effective interest rate for the Term Note was 16 292,327 266,348 25,979 278,164 259,443 18,721 16 116,411 108,596 7,815 98,432 91,860 6,572 The Company utilizes a combination of scenario-based methods and Black-Scholes option pricing models to determine the average share count outstanding at conversion and the simulated price per share for the Company as of the valuation date. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. The following table presents the CP BF convertible notes as of March 31, 2024: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (34,531 ) Carrying value of the CB BF convertible notes 1,786,814 Accrued interest 1,023,075 Total CB BF convertible notes and accrued interest $ 2,809,889 The following table presents the CP BF convertible notes as of December 31, 2023: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF term note as of March 31, 2024: Face value of the CB BF term note $ 6,500,000 Debt discount, net (107,011 ) Carrying value of the CB BF term note 6,392,989 Accrued interest 555,721 Total CB BF term note and accrued interest $ 6,948,710 The following table presents the CP BF term note as of December 31, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 | 14. Debt Convertible Notes Convertible Notes-Related Party On March 21, 2022, the Company issued a subordinated convertible promissory note (“Old Alco Note”) for a principal sum of $ 2,000,000 5 15 The outstanding principal and interest under the Old Alco Note was, at the Holder’s election, either (i) effective upon the closing of an Equity Financing (as defined in the agreement), to be converted into shares of the same series of preferred stock of the Company issued to other investors in the Equity Financing (the “Equity Financing Securities”) at a conversion price equal to 85 The embedded redemption put feature upon an Equity Financing is not clearly and closely related to the debt host instrument, was separated from the debt host and initially measured at fair value. Subsequent changes in fair value of the feature are recognized in the Consolidated Statement of Operations. The fair value (see Note 8-Fair Value Measurements 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 $ 151,000 124,621 100,274 24,347 20 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 Debt 56,653 Between July and September 2022, the Company issued additional subordinated convertible notes (together with the New Alco Note, the “2022 Related Party Convertible Notes”) for an aggregate amount of $ 4,200,538 2,583,000 5 The Related Party Convertible Notes bear interest at a rate of 8 80 50,000,000 The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 8-Fair Value Measurements Discounts to the principal amounts are included in the carrying value of the Related Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $ 1,311,025 1,292,777 18,248 1,126,451 2,307,013 464,071 1,842,942 March 2023 Amendment In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. Conversion of Related Party Convertible Notes On December 14, 2023, all outstanding principal and accrued interest, net of the remaining debt discount, related to the Related Party Convertible Notes, totaling $ 7,271,368 1,146,435 Convertible Notes-Third Party Between July and September 2022, the Company issued additional subordinated convertible notes (the “2022 Third Party Convertible Notes”) for an aggregate amount of $ 1,761,206 1,435,000 The Third Party Convertible Notes bear interest at a rate of 8 80 50,000,000 The embedded redemption put feature upon an Equity Financing and the optional redemption upon a Liquidity Event at a substantial premium are not clearly and closely related to the debt host instrument, were separated and bundled together, assigned probabilities of being affected and initially measured at fair value. Subsequent changes in fair value of the feature will be recognized in the Consolidated Statement of Operations. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative (see Note 8-Fair Value Measurements Discounts to the principal amounts are included in the carrying value of the Third Party Convertible Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $ 548,871 541,223 7,648 559,390 1,063,093 188,059 875,034 March 2023 Amendment In March 2023, the 2022 Related Party Convertible Notes were amended to extend the maturity to December 31, 2023. The Company evaluated the terms of the First Amendment in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the First Amendment. Accordingly, the Company accounted for the First Amendment as a troubled debt restructuring. As a result, the Company accounted for the troubled debt restructuring by calculating a new effective interest rate for the First Amendment based on the carrying amount of the debt and the present value of the revised future cash flow payment stream. The troubled debt restructuring did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. Conversion of Third Party Convertible Notes On December 14, 2023, all outstanding principal and accrued interest, net of the remaining debt discount, related to the Third Party Convertible Notes, totaling $ 3,346,232 529,867 The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Schedule of Related Party and Third Related Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ - $ - The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,200,538 $ 1,761,206 Debt discount, net (849,656 ) (398,034 ) Carrying value of the convertible notes 3,350,882 1,363,172 Accrued interest 155,626 45,654 Total convertible notes and accrued interest $ 3,506,508 $ 1,408,826 Promissory Notes Promissory Notes-Related Party On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $ 150,000 10 8 April 29, 2024 3,711 4,494 4,044 450 150,000 4,044 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 8 January 10, 2024 8,588 638,808 478,815 30,575 448,240 1,500,000 30,575 In connection with the issuance of the Alco September Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “Alco October Share Transfer Agreement”) with Alco Investment Company, pursuant to which for each $ 10.00 150,000 180 On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $ 750,000 8 April 13, 2024 363,905 94,005 7,397 86,608 750,000 7,397 In connection with the issuance of the Alco November Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “November 2023 Share Transfer Agreement”) with Alco Investment Company, pursuant to which for each $ 10.00 75,000 180 On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $ 2,000,000 8 December 31, 2024 1,496,252 39,087 7,890 31,197 2,000,000 7,890 In connection with the issuance of the Alco December Promissory Note, the Company, 7GC and the Sponsor entered into a share transfer agreement (the “December 2023 Share Transfer Agreement”, together with the November 2023 Share Transfer Agreement and Alco October Share Transfer Agreement, the “Alco Share Transfer Agreements”) with Alco Investment Company, pursuant to which for each $ 10.00 600,000 180 For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging, and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Company’s common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date. For the Alco September Promissory Note, of which $ 1,000,000 0.77 1,000,000 180 54.0 5.3 10.7 16.0 12.5 80 For the remaining $ 500,000 0.72 500,000 180 52.0 5.4 10.0 15.0 11.5 80 For the Alco November Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 208 days (approximately 0.60 180 54.0 5.2 9.5 15.0 11.5 100 For the Alco December Promissory Note, the DLOM was estimated using the put option models described above and the following assumptions: a holding period for the shares of 180 days (approximately 0.49 180 47.0 5.2 7.5 12.0 9.0 100 Modification of Alco September Promissory Note In December 2023, the September 2023 Alco Promissory Note was amended to extend the maturity date to September 30, 2024 10 Promissory Notes-7GC The Company assumed two 2,300,000 250,000 0.0001 10.00 2,550,000 2,550,000 9,909 2,540,091 Note 6-Related Party Transactions Note 21-Subsequent Events Modification of Promissory Notes-7GC On December 12, 2023, in connection with the Merger, the Sponsor came to a non-binding agreement (“First Amendment”) with the Company to amend the optional conversion provision of the 7GC Promissory Notes. The First Amendment provided that the holder has the right to elect to convert up to the full amount of the principal balance of the 7GC Promissory Notes, in whole or in part, 30 30 9,909 Convertible Promissory Notes (Yorkville) On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (refer to Note 18-Equity 3,500,000 2,000,000 1,500,000 7,000,000 7,000,000 The Company received net proceeds of $ 1,800,000 .2 The Yorkville Convertible Note has a maturity date of June 14, 2024 0 18 Additionally, Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure below). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99 Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10 Upon the occurrence of certain triggering events, as defined in the Yorkville Convertible Note agreement (each an “Amortization Event”), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 10 Note 21-Subsequent Events As of December 31, 2023, the principal amount outstanding under the Yorkville Convertible Note is $ 2 0 The Yorkville Convertible Note is required to be measured at fair value pursuant to ASC 480 Distinguishing Liabilities from Equity 1,800,000 1,766,000 10.96 43 0.5 14.9 5.30 10.0 During the year ended December 31, 2023, the Company recorded a gain of $ 34,000 1.88 71 0.46 14 5.28 10.0 Term and Convertible Notes (CP BF) On February 19, 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) for $ 8,000,000 6,500,000 1,500,000 7,000,000 81.25 18.75 14 monthly 15.5 20 no 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 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. For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. Upon the occurrence of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived by CP BF or cured to the satisfaction of Lender, subject to the exercise of customary commercial underwriting standards in determining such satisfaction, Lender may, without notice or demand to the Credit Parties declare the unpaid principal of and any accrued interest shall be immediately due and payable. While the Company and the Lender are engaged in good faith discussions to resolve these matters, no agreement to resolve such matters has been reached and all of the Loans remain in default for the reasons stated above, and the Lender is not presently exercising remedies, which the Lender reserves the right to so do at any time. On February 19, 2021, the Company capitalized $ 310,589 71,674 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 Note 8-Fair Value Measurements On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Note in replacement for a Convertible Note (“First Amendment Convertible Note”) in the principal amount of $ 321,345 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 1,140,106 1,058,230 81,876 16 422,507 395,575 26,932 16 1,110,296 1,042,291 68,006 319,743 303,121 16,622 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. Modification of Term and Convertible Notes (CP BF) On August 24, 2023, the Company entered into a forbearance agreement (the “Forbearance Agreement”) with CP BF Lending. Under the terms of this Forbearance Agreement, and as a result of the Company’s non-compliance with certain covenants of its Loan Agreement with CP BF, CP BF agreed to (i) amend certain provisions of the Loan Agreement to clarify the treatment of the Merger with 7GC under the Loan Agreement, (ii) consent to the consummation of the Merger Agreement with 7GC and (iii) forbear from exercising any of its rights and remedies under the Loan Agreement with the Company from the effective date of the Forbearance Agreement until the earlier of (a) the four-month anniversary of the closing of the Merger if the Merger is closed on or prior to December 29, 2023, (b) December 29, 2023 if the Merger is not consummated on or prior to December 29, 2023 or (c) the date on which any Termination Event (as defined within the Forbearance Agreement) shall have occurred. In connection with the Forbearance Agreement, CP BF and the Company also agreed to amend and restate CP BF’s existing convertible promissory notes (the “A&R CP BF Notes”) so that they may remain outstanding following the closing of the Merger and, at CP BF’s option, be convertible into Class A shares of the combined company. On December 14, 2023, the Company entered into the First Amendment to the Forbearance Agreement with the Lender. In particular, the Company agreed to pay the Lender an amount in cash equal to $ 23,748 The following table presents the CP BF convertible notes as of December 31, 2023: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 The following table presents the CP BF term note as of December 31, 2023: Summary of Term Notes Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Warrant Liabilities | 12. Warrant Liabilities Public Warrants The Company assumed 11,500,000 The Public Warrants have an exercise price of $ 11.50 five years The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No 60 Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $ 18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price per share of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “- Warrants-Public Stockholder Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $ 18.00 11.50 No GEM Financing Arrangement In association with the GEM Letter, see Note 11-Debt 828,533 6.49 The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. The Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). As of March 31, 2024 and December 31, 2023, the fair value of the Warrants, as determined by the Monte Carlo simulation option pricing model, were $ 233,000 641,000 If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock. The GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99 | 15. Warrant Liabilities Public Warrants The Company assumed 11,500,000 The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Merger, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Merger, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the average last sale price of Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders. Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $ 18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price per share of Class A Common Stock equals or exceeds $ 18.00 The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $ 18.00 11.50 No GEM Financing Arrangement In May 2022, the Company entered into a Share Purchase Agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) (the “GEM Agreement”) pursuant to which, among other things, upon the terms and subject to the conditions of the GEM Agreement, GEM is to purchase from the Company (or its successor following a Reverse Merger Transaction (as defined in the GEM Agreement)) up to the number of duly authorized, validly issued, fully paid and non-assessable shares of common stock having an aggregate value of $ 100,000,000 3 650 On December 13, 2023, the Company and GEM entered into a binding term sheet (the “GEM Term Sheet”) and, on December 14, 2023, a letter agreement (the “GEM Letter”), agreeing to terminate in its entirety the GEM Agreement by and between the Company and GEM, other than with respect to the Company’s obligation (as the post-combination company in the Merger) to issue the GEM Warrant granting the right to purchase Class A Common Stock in an amount equal to 3 2.0 five 0 2.0 2.0 Note 21-Subsequent Events At Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 828,533 6.49 The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. The Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control in lieu of the Warrant, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time 1to conversion). The fair value of the Warrants on the grant date, as determined by the Monte Carlo simulation option pricing model, was $ 2,448,000 641,000 If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock. The GEM Warrant is subject to a restriction on exercise of the GEM Warrant such that the GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Simple Agreements For Future Equity | ||
Simple Agreements for Future Equity | 13. Simple Agreements for Future Equity Simple Agreements for Future Equity-Related Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco, DNX and William Bryant (See Note 11-Debt 3,567,000 15 3,567,000 303,139 The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Related Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On December 14, 2023, all outstanding principal related to the Related Party SAFEs at a carrying value of $ 6,049,766 551,949 Simple Agreements for Future Equity-Third Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $ 269,000 15 269,000 22,861 The Company utilizes a combination of scenario-based methods and Monte Carlo simulation to determine the fair value of the Third Party SAFE liability as of the valuation dates. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. On December 14, 2023, all outstanding principal related to the Third Party SAFEs at a carrying value of $ 456,234 41,626 | 16. Simple Agreements for Future Equity Simple Agreements for Future Equity-Related Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with related parties Alco, DNX and William Bryant (See Note 14-Debt 3,567,000 15 3,567,000 2,752,430 4,078,431 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 1,602,174 On December 14, 2023, all outstanding principal related to the Related Party SAFEs at a carrying value of $ 6,049,766 551,949 Simple Agreements for Future Equity-Third Party During 2021, the Company entered into Simple Agreements for Future Equity (SAFE) arrangements with third party investors (the “Third Party SAFEs”) pursuant to which the Company received gross proceeds in the amount of $ 269,000 15 269,000 207,570 307,569 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 $ 50,000,000 120,826 On December 14, 2023, all outstanding principal related to the Third Party SAFEs at a carrying value of $ 456,234 41,626 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 14. Commitments and Contingencies Leases The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 0.51 The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties. The Company’s existing leases contain escalation clauses and renewal options. The Company is not reasonably certain that renewal options will be exercised upon expiration of the initial terms of its existing leases. The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases The components of lease expense, are as follows: Schedule of Components of Lease Expense Components of lease expense: 2024 2023 For the Three Months Components of lease expense: 2024 2023 Operating lease cost $ 47,244 $ 51,448 Lease impairment cost - - Sublease income (52,542 ) (51,083 ) Total lease (income) cost $ (5,298 ) $ 366 Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2024 2023 For the Three Months Supplemental cash flow information: 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 43,705 $ 43,086 Change in lease liabilities (operating cash flow) (75,078 ) (68,373 ) Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: March 31, December 31, Operating lease right-of-use assets $ 90,308 $ 134,013 Operating lease liability, current 158,965 234,043 Operating lease liability, non-current - Total operating lease liabilities $ 158,965 $ 234,043 Weighted-average remaining lease term: March 31, December 31, Operating leases (in years) 0.51 0.76 Weighted-average discount rate: March 31, December 31, Operating leases 6.78 % 6.76 % Future minimum lease payments under non-cancellable lease as of March 31, 2024, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Year Ending December 31, Remainder of 2024 $ 162,202 Year Ending December 31, 2024 $ Total undiscounted cash flows 162,202 Less discounting (3,237 ) Present value of lease liabilities $ 158,965 Cantor Fee Agreement In connection with the Merger, 7GC previously agreed to pay Cantor an Original Deferred Fee of $ 8,050,000 4,050,000 8,050,000 4,000,000 Pursuant to the Fee Reduction Agreement, the Company agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC by the 120th calendar day after December 29, 2023, the date of the initial filing thereof, and to maintain the effectiveness of such registration statement until the earliest to occur of (i) the second anniversary of the date of the effectiveness thereof, (ii) the Cantor Fee Shares shall have been sold, transferred, disposed of or exchanged by Cantor, and (iii) the Cantor Fee Shares issued to Cantor may be sold without registration pursuant to Rule 144 under the Securities Act (such obligations, the “Cantor Registration Rights Obligations”). Although the Company issued the Cantor Fee Shares, as of March 31, 2024, the Company has not satisfied its Cantor Registration Rights Obligations. As such, the Company cannot conclude that it has settled its outstanding obligations to Cantor. Therefore, neither criteria under ASC 405 for extinguishment and derecognition of the liability were satisfied and the $ 4,000,000 At each interim and annual period after December 31, 2023, the Company will monitor its compliance with the Cantor Registration Rights Obligations to determine whether the entire amount of the Reduced Deferred Fee has become due and payable in cash, or the Company’s obligations have been satisfied and the remaining liability should be derecognized. At such time as the Company’s obligations under the Fee Reduction Agreement have been satisfied the relief of the liability will be recorded through equity. Roth Addendum to Letter Agreements On October 13, 2022, Roth Capital Partners, LLC (“Roth”) and Legacy Banzai entered into the Roth Engagement Letter, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Merger and, on October 14, 2022, MKM and 7GC entered into the MKM Engagement Letter, pursuant to which 7GC engaged MKM as a financial advisor in connection with the Merger. In February 2023, Roth acquired MKM. On December 8, 2023, the Company received an invoice from Roth for an advisory fee in the amount of $ 1,100,000 6,813 1,106,813 On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the “Roth Engagement Agreements,” and such addendum, the “Roth Addendum”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 300,000 300,000 600,000 600,000 300,000 On February 2, 2024, the Company issued the 175,000 278,833 300,000 300,000 175,000 806,813 577,513 Legal Matters In the regular course of business affairs and operations, the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. The Company assesses the probability that they may incur a liability in connection with certain of these lawsuits. The Company’s assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability. | 17. Commitments and Contingencies Leases The Company has operating leases for its real estate across multiple states. The operating leases have remaining lease terms of approximately 0.76 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 effective January 1, 2022, the Company accounted for operating lease transactions by recording lease expense on a straight-line basis over the expected term of the lease. The Company entered into a sublease which it has identified as an operating lease prior to the adoption of ASC 842 Leases 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 303,327 The components of lease expense, are as follows: Schedule of Components of Lease Expense For the Year Ended December 31, Components of lease expense: 2023 2022 Operating lease cost $ 199,611 $ 191,483 Lease impairment cost - 303,327 Sublease income (204,324 ) (177,588 ) Total lease (income) cost $ (4,713 ) $ 317,222 Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases For the Year Ended December 31, Supplemental cash flow information: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 173,245 $ 152,018 Non-cash impairment of right to use assets (operating cash flow) - (303,327 ) Change in lease liabilities (operating cash flow) (284,963 ) (243,596 ) Operating lease right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 762,603 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: December 31, December 31, Operating lease right-of-use assets $ 134,013 $ 307,258 Operating lease liability, current 234,043 284,963 Operating lease liability, long-term - 234,043 Total operating lease liabilities $ 234,043 $ 519,006 Weighted-average remaining lease term: December 31, December 31, Operating leases (in years) 0.76 1.76 Weighted-average discount rate: December 31, December 31, Operating leases 6.76 % 6.74 % Future minimum lease payments under non-cancellable lease as of December 31, 2023, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Maturities of lease liabilities: Year Ending December 31, 2024 $ 240,818 Total undiscounted cash flows 240,818 Less discounting (6,775 ) Present value of lease liabilities $ 234,043 Cantor Fee Agreement In connection with the Merger, 7GC previously agreed to pay Cantor an Original Deferred Fee of $ 8,050,000 4,050,000 8,050,000 4,000,000 400,000 Note 4-Merger Pursuant to the Fee Reduction Agreement, the Company also agreed to use its reasonable best efforts to have the registration statement declared effective by the SEC by the 120th calendar day after December 29, 2023, the date of the initial filing thereof, and to maintain the effectiveness of such registration statement until the earliest to occur of (i) the second anniversary of the date of the effectiveness thereof, (ii) the Cantor Fee Shares shall have been sold, transferred, disposed of or exchanged by Cantor, and (iii) the Cantor Fee Shares issued to Cantor may be sold without registration pursuant to Rule 144 under the Securities Act (such obligations, the “Cantor Registration Rights Obligations”). On December 28, 2023, the Company and Cantor amended the Fee Reduction Agreement to provide that the Reduced Deferred Fee was payable in the form of 1,113,927 1,113,927 2,450,639 2.20 4,000,000 At each interim period after December 31, 2023, the Company will monitor its compliance with the Cantor Registration Rights Obligations to determine whether the entire amount of the Reduced Deferred Fee has become due and payable in cash, or the Company’s obligations have been satisfied and the remaining liability should be derecognized. At such time as the Company’s obligations under the Fee Reduction Agreement have been satisfied the relief of the liability will be recorded through equity. Legal Matters In the regular course of business affairs and operations, we are subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. We assess the probability that we could incur liability in connection with certain of these lawsuits. Our assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Equity | 15. Equity Class A and B Common Stock The Company is authorized to issue up to 275,000,000 250,000,000 25,000,000 0.0001 As discussed in Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc. 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. There were 20,221,589 17,910,455 2,311,134 16,019,256 13,708,122 2,311,134 Preferred Stock The Company is authorized to issue 75,000,000 0.0001 no Yorkville Standby Equity Purchase Agreement (“SEPA”) On December 14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ 100,000,000 0.0001 Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; 9.99% (i) 95% (ii) 96% Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99% 19.99% 0.0001 The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815 Derivatives and Hedging 0 In connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $ 500,000 710,025 Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Convertible Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Convertible Note at a purchase price equal to the lower of (i) $ 10.00 90% 2.00 The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. 75% 2.00 There were no Advance Notices issued pursuant to the SEPA during the three months ended March 31, 2024 or as of the date that these financial statements were issued. | 18. Equity Class A and B Common Stock The Company is authorized to issue up to 275,000,000 250,000,000 25,000,000 0.0001 As discussed in Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc. Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. Preferred Stock The Company is authorized to issue 75,000,000 0.0001 no On December 14, 2023, pursuant to the Merger, 2,328,823 1,432,443 Note 4-Reverse Merger Capitalization with 7GC & Co. Holdings Inc. Restricted Stock In connection with the acquisition of Demio and High Attendance, the Company issued restricted stock to the selling shareholders and founders of Demio. 745,800 81,908 Yorkville Standby Equity Purchase Agreement (“SEPA”) On December 14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ 100,000,000 0.0001 Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; 9.99 i) 95 ii) 96 Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99 19.99 0.0001 The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815 Derivatives and Hedging 0 In connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $ 35,000 300,000 3,288,000 500,000 3,823,000 Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Convertible Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Convertible Note at a purchase price equal to the lower of (i) $ 10.00 90 2.00 The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. 75 2.00 Note 21 Subsequent Events There were no Advance Notices issued pursuant to the SEPA during the year ended December 31, 2023 or as of the date that these financial statements were issued. Cantor Fee Agreement On December 28, 2023, the Company issued 1,113,927 Note 17-Commitments and Contingencies |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 16. Stock-Based Compensation During 2023, the Company adopted the 2023 Equity Incentive Plan (the “Plan”). The Plan permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years January 1, 2033 2,848,823 572,172 The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation zero The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value March 31, March 31, Stock price $ 0.61 $ 8.22 8.58 Exercise price $ 0.61 $ 11.98 Expected volatility 75.0 76.0 % 80.00 81.13 % Expected term (in years) 5.75 6.08 5.25 6.08 Risk-free interest rate 4.2 % 4.28 4.31 % A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Granted 54,000 0.61 10.00 Exercised - - Expired - - Forfeited (714 ) 2.82 Outstanding at March 31, 2024 801,372 $ 5.52 8.31 $ 13,245 Exercisable at March 31, 2024 344,304 $ 4.23 7.31 $ 13,191 In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $ 252,967 402,448 0.61 8.48 2,364,604 2,644,032 1.37 3.14 RSUs During the three months ended March 31, 2024, the Company began issuing RSUs to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. We measure the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for RSUs is recorded ratably over their vesting period. A summary of the activity with respect to, and status of, RSUs during the three months ended March 31, 2024 is presented below: Summary of Activity with Respect Status of, RSUs Units Weighted Average Outstanding at December 31, 2023 - $ - Granted 673,253 0.61 Vested - - Forfeited - - Outstanding at March 31, 2024 673,253 $ 0.61 As of March 31, 2024, unrecognized compensation cost related to the grant of RSUs was $ 411,358 1 | 19. Stock-Based Compensation Prior to the Merger, the Company established the Banzai International, Inc. 2016 Equity Incentive Plan (“the 2016 Plan”) on April 26, 2016, to enable the Company to attract, incentivize and retain eligible individuals through the granting of awards in the Company. The maximum number of options that may be issued over the term of the Plan were initially set at 400,000 2,400,000 572,172 During 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033 The Company accounts for stock-based payments pursuant to ASC 718 Stock Compensation zero On December 3, 2023, the Board of Directors of Banzai approved the repricing of 359,673 5.15 The incremental compensation cost was measured as the fair value of the stock options immediately before and immediately after the modification. The Company determined the total incremental compensation cost from the modification to be $ 113,475 23,849 89,626 In connection with the Merger, each option of Banzai that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by 7GC and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share (the “Substitute Options”), based on the Option Exchange Ratio (of 0.6147 Upon the closing of the Merger, the outstanding and unexercised Banzai stock options became options to purchase an aggregate 748,087 5.87 The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value December 31, December 31, Stock price $ 8.38 11.98 $ 1.54 Exercise price $ 8.38 11.98 $ 1.04 Expected volatility 80.00 110.95 % 53.61 55.30 % Expected term (in years) 5.00 6.08 5.94 6.08 Risk-free interest rate 3.46 4.31 % 1.95 2.85 % A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2021 781,715 $ 1.15 7.20 $ 369,102 Retroactive application of recapitalization (Note 4) (301,223 ) 0.72 Outstanding at December 31, 2021, after effect of Merger (Note 4) 480,492 1.87 Granted 235,109 2.77 Exercised (8,538 ) 1.24 10,835 Expired (120,569 ) 1.38 Forfeited (215,496 ) 2.59 Outstanding at December 31, 2022 370,998 $ 2.13 7.95 $ 3,433,946 Granted 821,998 10.01 Exercised (17,643 ) 2.19 4,440 Expired (12,908 ) 11.97 Forfeited (414,359 ) 10.76 Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Exercisable at December 31, 2023 345,018 $ 4.23 7.56 $ 103,251 In connection with issuances under the Plan, the Company recorded stock-based compensation expense of $ 1,245,796 770,336 4.86 0.77 2,594,571 160,203 2.73 2.74 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 17. Income Taxes The Company estimates an annual effective tax rate of 0 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. Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate Schedule of Components of Income Tax Provision (Benefit) Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities At March 31, 2024 and 2023, the Company had no | 20. Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consists of the following: Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate For the Years Ended December 31, 2023 2022 Statutory federal income tax benefit $ (3,025,315 ) 21.0 % $ (3,248,385 ) 21.0 % State taxes, net of federal tax benefit (219,705 ) 1.5 % (327,095 ) 2.1 % Change in valuation allowance 2,079,231 -14.4 % 1,435,041 -9.3 % Change in state tax rate 462,709 -3.2 % 13,055 -0.1 % Change in fair value estimates (2,050,026 ) 14.2 % 1,610,993 -10.4 % Non-deductible interest-IRC 163(j) 738,993 -5.1 % - 0.0 % Non-deductible transaction/restructuring costs 1,313,792 -9.1 % - 0.0 % Nondeductible warrant issuance expense 552,321 -3.8 % - 0.0 % Other non-deductible expenses 148,000 -1.0 % 516,391 -3.3 % Effective tax rate $ - 0.0 % $ - 0.0 % The components of income tax provision (benefit) are as follows: Schedule of Components of Income Tax Provision (Benefit) 2023 2022 As of December 31, 2023 2022 Federal: Current $ - $ - Deferred - - State and Local: Current - - Deferred - - Total $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 6,368,669 $ 3,744,512 Contribution carryforwards 24,626 20,837 Stock-based compensation 155,404 25,216 Accrual to cash adjustment 1,299 482,109 Startup costs 1,816,143 - Lease Liabilities 52,805 119,971 Right of use assets (30,236 ) (71,024 ) Capitalized R&D costs (Sec. 174) 798,802 451,195 Other (3,363 ) 696 Deferred tax assets gross 9,184,149 4,773,512 Valuation allowance (9,184,149 ) (4,773,512 ) Deferred tax assets, net of allowance $ - $ - As of December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $ 26,705,200 13,043,900 15,325,300 9,175,400 124,500 26,580,700 10,666,100 2,377,800 The Company has determined, based upon available evidence, that it is more likely than not that all the net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. The Company has determined that it had no No The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2023, the 2016 The Company has no open tax audits with any taxing authority as of December 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 18. Subsequent Events On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 On May 1, 2024, the Company issued 260,443 On May 2, 2024, the Company received Investor Notice No. 4 under the SEPA to purchase $ 100,000 334,336 0.2991 100,000 On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the “Debt Repayment Agreement”) acknowledging as of the effective date of the Debt Repayment Agreement, that the February Promissory Note had been fully repaid and as of the effective date, $ 2,800,000 On May 6, 2024, the Company issued 320,000 In May, 2024, Yorkville submitted a Conversion Notice, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding under the Pre-Paid Yorkville Convertible Notes. Once issued, Yorkville will have purchased 360,136 100,000 0.28 On May 14, 2024, the Company granted options for the purchase of up to 1,200,000 four years 10 1 5 144,500 four years 10 219,290 four years | 21. Subsequent Events Yorkville SEPA Supplemental Agreement As previously disclosed, pursuant to the SEPA, dated December 14, 2023, between the Company and Yorkville, Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, a Pre-Paid Advance for an aggregate principal amount of up to $ 3.5 2.0 10 1.5 10 19.99 On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of the Pre-Paid Advance under the SEPA by $ 1.0 4.5 10 1.0 June 14, 2024 0 On March 27, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA March Supplemental Agreement”) to increase the amount of the Pre-Paid Advance under the SEPA by $ 1.5 4.5 10 on March 27, 2024 in exchange for a promissory note in the principal amount of $ 1.5 June 14, 2024 0 Yorkville Advance Agreement Amortization Event Waiver On January 24, 2024, Yorkville provided the Company with a waiver with respect to the triggering of an amortization event in January 2024, in terms of the Yorkville Convertible Note Agreement, which would have required the Company to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 10 no Yorkville SEPA Advance Purchase Notices and Yorkville Deferred Fee Settlement In February, 2024, Yorkville submitted two Advance Notice Investor Notices, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding by the Company under the Pre-Paid Yorkville Convertible Notes. Yorkville purchased a total of 344,377 300,000 0.7616 1.2229 In March, 2024, Yorkville submitted six Advance Notice Investor Notices, related to the purchase of common shares of the Company, with the aggregate purchase price of those shares offset against amounts outstanding by the Company under the Pre-Paid Yorkville Convertible Notes and to settle the Deferred Fee payable to Yorkville. Yorkville purchased a total of 1,889,358 710,025 1,200,000 500,000 0.6330 0.7042 Roth Addendum to Letter Agreements On October 13, 2022, Roth and Legacy Banzai entered into the Roth Engagement Letter, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Merger and, on October 14, 2022, MKM and 7GC entered into the MKM Engagement Letter, pursuant to which 7GC engaged MKM as a financial advisor in connection with the Merger. In February 2023, Roth acquired MKM. On February 2, 2024, the Company and Roth entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC (such engagement agreements, collectively, the “Roth Engagement Agreements,” and such addendum, the “Roth Addendum”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 300,000 300,000 600,000 600,000 300,000 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 5, 2024, the Company received a letter (the “Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company’s Minimum Value of Listed Securities (“MVLS”) was below the minimum of $ 50 50,000,000 In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 5, 2024, to regain compliance. The Letter notes that to regain compliance, the Company’s MVLS must close at or above $ 50 million for a minimum of ten consecutive business days during the compliance period. The Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Global Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by August 5, 2024, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company intends to actively monitor the Company’s MVLS between now and August 5, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. GEM Agreement On February 5, 2024, the Company and GEM entered into a settlement agreement (the “GEM Settlement Agreement”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $ 1.2 1.0 100,000 The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 2,000,000 139,470 Conversion of 7GC Promissory Notes As discussed per Note 14-Debt On February 2, 2024, pursuant to and in accordance with the First Amendment Conversion Provisions, the Sponsor exercised its right to convert the full principal amount under each of the 7GC Notes within 30 days after the Closing, and such conversions were completed on February 2, 2024, resulting in the issuance to the Sponsor of an aggregate of 890,611 Forfeiture and Cancellation of 7GC Sponsor Shares In January 2024, the Company and 7GC entered into an agreement whereby 7GC agreed to forfeit a total of 100,000 Issuance of Shares as Compensation for Marketing Agreement On February 16, 2024, the Company entered into a Marketing Services Agreement with a vendor. This agreement was effective February 19, 2024, and relates to the provision of marketing and distribution services to the Company. Effective as of February 19, 2024, as compensation for these services, the Company agreed to issued to this vendor a total of 153,492 200,000 |
Asset Disposal
Asset Disposal | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Disposal | 5. Asset Disposal Disposal of High Attendance Assets On July 1, 2022, the Company sold the assets and liabilities of High Attendance, a subsidiary of the Company, back to its former owner (the “Buyer”), from whom the assets were originally purchased during the year ended December 31, 2020 pursuant to an Asset Purchase Agreement. At the time of the sale, the Buyer was employed by and a shareholder of the Company. The sale was accounted for as a nonmonetary transaction as the Company determined the sale of the High Attendance asset group represents the rescission of the prior acquisition of these assets in the asset acquisition which occurred during the year ended December 31, 2020. The assets and liabilities of High Attendance were exchanged for the cancellation of 81,908 0.0001 17,500 24 In accordance with the provisions of ASC 845 Nonmonetary Transactions 81,908 no |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 9. Property and Equipment Property and equipment, net consisted of the following at the dates indicated: Schedule of Property and Equipment, Net 2023 2022 December 31, 2023 2022 Computers and equipment $ 30,867 $ 30,866 Less: accumulated depreciation (26,223 ) (19,063 ) Property and equipment, net $ 4,644 $ 11,803 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 7,160 9,588 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The following summarizes our goodwill activity during the years ended December 31, 2023 and 2022: Summary of Goodwill Total Goodwill-December 31, 2021 $ 2,171,526 Impairment - Goodwill-December 31, 2022 2,171,526 Impairment - Goodwill-December 31, 2023 $ 2,171,526 As the Company has one one No |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations of the SEC relating to interim financial statements. The December 31, 2023 balance sheet information was derived from the audited financial statements as of that date. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 1, 2024. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. | Basis of Presentation The Company’s audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability-related party The Public Warrants are recognized as derivative liabilities in accordance with ASC 815 Derivatives and Hedging The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability-related party The Public Warrants are recognized as derivative liabilities in accordance with ASC 815 Derivatives and Hedging The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Warrant liabilities are classified as current liabilities on the Company’s consolidated balance sheets. Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control in lieu of the Warrant, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion). The Company determined the Warrants were share issuance costs associated with an aborted offering to purchase equity. Aborted offering costs may not be deferred and charged against proceeds of a subsequent offering. As such, the Company recorded an expense for the corresponding fair value. |
Loss Per Share | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 For the Three Months 2024 2023 Numerator: Net loss attributable to common stock-basic and diluted $ (4,500,272 ) $ (3,765,122 ) Denominator: Weighted average shares-basic and diluted 17,355,609 6,382,180 Net loss per share attributable to common stock-basic and diluted $ (0.26 ) $ (0.59 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of March 31, 2024 2023 Options 801,372 670,247 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,129,905 670,247 Antidilutive Securities 13,129,905 670,247 | Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2023 2022 As of December 31, 2023 2022 Numerator: Net loss attributable to common stock-basic and diluted $ (14,406,262 ) $ (15,468,502 ) Denominator: Weighted average shares-basic and diluted 6,853,733 6,441,116 Net loss per share attributable to common stock-basic and diluted $ (2.10 ) $ (2.40 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 748,086 370,998 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,076,619 370,998 Antidilutive Securities 13,076,619 370,998 |
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 Note 7-Fair Value Measurements Note 11-Debt | Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. Refer to Note 8-Fair Value Measurements Note 14-Debt |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the three months ended March 31, 2024 and 2023. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of March 31, 2024 and December 31, 2023. | Fair Value of Financial Instruments In accordance with FASB ASC 820 Fair Value Measurements and Disclosures Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the years ended December 31, 2023 and 2022. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of December 31, 2023 and 2022. During 2022, the Company carried convertible notes bifurcated embedded derivatives and Simple Agreements for Future Equity (“SAFE”) investments at their fair value (see Note 8-Fair Value Measurements |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update intend to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, the addition of a category for other segment items by reportable segment, that all annual segment disclosures be disclosed in interim periods, and other related segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of adopting this guidance on its condensed consolidated financial statements. | Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In December 2023, the FASB issued ASU 2023-09 (Topic 740), Improvements to income tax disclosures, which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of December 31, 2023 and 2022, and the results of operations and cash flows for the years ended December 31, 2023 and 2022. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of goodwill, recognition and measurement of convertible and Simple Agreement for Future Equity (SAFE) notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities, and recognition and measurement of stock compensation. | |
Certain Risks and Uncertainties | Certain Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements. | |
Cash | Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2023 and 2022, the Company does no The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. | |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of balances due from customers as well as from payment service providers. Payment terms range from due upon receipt, to net 30 days. Accounts receivable are stated net of an allowance for credit losses. The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model which was adopted by the Company on January 1, 2023, as discussed below within Recent Accounting Pronouncements. The adoption of ASU No. 2016-13, Financial Instruments: Credit Losses (Topic 326) (“ASU 2016-13”) did not have a material impact on these consolidated financial statements. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred. As of December 31, 2023 and 2022, the Company determined an allowance for credit losses of $ 5,748 107,860 65,013 142,162 The following table presents changes in the allowance for credit losses for the year ended December 31, 2023: Summary of Changes in Allowance for Credit Losses Balance-January 1, 2023 $ 107,860 Change in provision for credit losses (102,112 ) Balance-December 31, 2023 $ 5,748 | |
Property and Equipment | Property and Equipment 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 | |
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 December 31, 2023, the Company had one 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 | |
Deferred Offering Costs | Deferred Offering Costs In 2022 and 2023, the Company capitalized fees related to the Merger Agreement (see Note 1-Organization Note 4-Merger Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022: Summary of Capitalized Deferred Offering Costs December 14, December 31, SPAC-related legal fees $ 2,973,077 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 3,233,097 $ 1,524,934 The entire balance of Deferred Offering Costs capitalized as of December 14, 2023, was reclassified to Additional Paid-in- Capital, on December 14, 2023, in connection with the closing of the Merger. As a result, there was no | |
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 | |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has no financial instruments with off-balance sheet risk of loss. At December 31, 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 10 47 259,635 At December 31, 2023 and 2022, one supplier accounted for 10% or more of accounts payable. | |
Leases | Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current on the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement. The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. | |
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 are negotiated and signed by both parties (if applicable). Alternatively, customer contracting is achieved via self service and invoicing is initiated automatically once the customer accepts the terms and conditions on the platform, based on their selection of the desired subscription product. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, quarterly, or annually, with the majority paid via credit card processing. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customerCan and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Revenue is recognized once control passes to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price. | |
Costs of Revenue | Costs of Revenue 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 $ 941,737 783,764 | |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards in accordance with ASC 718, Stock Compensation | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes | |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with FASB ASC 805 (“ASC 805”), Business Combinations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Schedule of Basic and Diluted Net Loss Per Share | The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2024 2023 For the Three Months 2024 2023 Numerator: Net loss attributable to common stock-basic and diluted $ (4,500,272 ) $ (3,765,122 ) Denominator: Weighted average shares-basic and diluted 17,355,609 6,382,180 Net loss per share attributable to common stock-basic and diluted $ (0.26 ) $ (0.59 ) | The calculation of basic and diluted net loss per share attributable to common stock was as follows: Schedule of Basic and Diluted Net Loss Per Share 2023 2022 As of December 31, 2023 2022 Numerator: Net loss attributable to common stock-basic and diluted $ (14,406,262 ) $ (15,468,502 ) Denominator: Weighted average shares-basic and diluted 6,853,733 6,441,116 Net loss per share attributable to common stock-basic and diluted $ (2.10 ) $ (2.40 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of March 31, 2024 2023 Options 801,372 670,247 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,129,905 670,247 Antidilutive Securities 13,129,905 670,247 | Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss position that could potentially be dilutive in future periods are as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of December 31, 2023 2022 Options 748,086 370,998 Public warrants 11,500,000 - GEM warrants 828,533 - Total 13,076,619 370,998 Antidilutive Securities 13,076,619 370,998 |
Summary of Changes in Allowance for Credit Losses | The following table presents changes in the allowance for credit losses for the year ended December 31, 2023: Summary of Changes in Allowance for Credit Losses Balance-January 1, 2023 $ 107,860 Change in provision for credit losses (102,112 ) Balance-December 31, 2023 $ 5,748 | |
Summary of Capitalized Deferred Offering Costs | Capitalized deferred offering costs consisted of the following, as of December 14, 2023 and December 31, 2022: Summary of Capitalized Deferred Offering Costs December 14, December 31, SPAC-related legal fees $ 2,973,077 $ 1,264,914 Investment bank advisory services 135,000 135,000 Federal Trade Commission filing fees 125,020 125,020 Total deferred offering costs capitalized $ 3,233,097 $ 1,524,934 |
Reverse Merger Capitalization_2
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows | Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows | The following table reconciles the elements of the Merger to the consolidated statements of cash flows: Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows Recapitalization Deferred underwriting fees assumed $ 4,000,000 Convertible notes payable assumed 2,550,000 Warrant liabilities assumed 460,000 Less: effect on equity (14,625,462 ) Effect of reverse recapitalization, net of transaction costs $ (7,615,462 ) |
Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit | Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit | The following table reconciles the elements of the Merger to the consolidated statements of changes in stockholders’ deficit: Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit Recapitalization Cash $ 197,166 Non-cash net working capital assumed (7,812,628 ) Deferred underwriting fees assumed (4,000,000 ) Convertible notes payable assumed (2,550,000 ) Fair value of assumed warrant liabilities (460,000 ) Transaction costs (3,233,097 ) Effect of reverse recapitalization $ (17,858,559 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Revenue by Region | The following table summarizes revenue by region based on the billing address of customers: Summary of Revenue by Region Three Months Ended March 31, 2024 2023 Amount Percentage Amount Percentage Americas $ 582,827 54 % $ 669,775 62 % Europe, Middle East and Africa (EMEA) 386,250 36 % 407,910 30 % Asia Pacific 110,395 10 % 99,376 8 % Total $ 1,079,472 100 % $ 1,177,061 100 % | The following table summarizes revenue by region based on the billing address of customers: Summary of Revenue by Region Year Ended December 31, 2023 2022 Amount Percentage Amount Percentage Americas $ 2,677,050 59 % $ 3,307,129 62 % Europe, Middle East and Africa (EMEA) 1,511,886 33 % 1,588,539 30 % Asia Pacific 372,364 8 % 437,311 8 % Total $ 4,561,300 100 % $ 5,332,979 100 % |
Summary of Accounts Receivable, Net | Summary of Accounts Receivable, Net Opening Closing Opening Closing Accounts receivable, net $ 105,049 $ 34,670 $ 68,416 $ 61,755 | Summary of Accounts Receivable, Net For The Years Ended December 31, 2023 2022 Opening Closing Opening Closing Accounts receivable, net $ 68,416 $ 105,049 $ 74,727 $ 68,416 |
Summary of Costs to Obtain Contract Activity | The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2024: Summary of Costs to Obtain Contract Activity Balance-December 31, 2023 $ 51,472 Commissions Incurred 31,610 Deferred Commissions Recognized (44,620 ) Balance-March 31, 2024 $ 38,462 The following summarizes the Costs to obtain a contract activity during the three months ended March 31, 2023: Balance-December 31, 2022 $ 69,737 Commissions Incurred 88,928 Deferred Commissions Recognized (104,289 ) Balance-March 31, 2023 $ 54,376 | The following summarizes the Costs to obtain a contract activity during the years ended December 31, 2023 and 2022: Summary of Costs to Obtain Contract Activity Balance-December 31, 2021 $ 90,662 Commissions Incurred 343,003 Deferred Commissions Recognized (363,928 ) Balance-December 31, 2022 69,737 Commissions Incurred 242,810 Deferred Commissions Recognized (261,075 ) Balance-December 31, 2023 $ 51,472 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Schedule of Fair Value on Recurring Basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level March 31, December 31, Liabilities: Warrant liabilities-public 2 $ 460,000 $ 575,000 GEM warrant liabilities 3 $ 233,000 $ 641,000 Yorkville convertible note 3 $ 3,064,000 $ 1,766,000 | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value on Recurring Basis Description Level December 31, December 31, Liabilities: Warrant liabilities-public 2 $ 575,000 $ - GEM warrant liabilities 3 $ 641,000 $ - Yorkville convertible note 3 $ 1,766,000 $ - Bifurcated embedded derivative liabilities 3 $ - $ 845,473 Bifurcated embedded derivative liabilities-related party 3 $ - $ 1,936,827 SAFE 3 $ - $ 663,804 SAFE-related party 3 $ - $ 8,802,196 |
Summary of Changes in Fair Value of Yorkville Convertible Note | The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2023 $ 1,766,000 Issuance of Yorkville convertible note 2,250,000 Loss on debt issuance 171,000 Payment in shares to settle Yorkville convertible notes (1,667,000 ) Change in fair value 544,000 Balance at March 31, 2024 $ 3,064,000 | The following tables set forth a summary of the changes in the fair value of the Yorkville convertible note which is a Level 3 financial liability measured at fair value on a recurring basis: Summary of Changes in Fair Value of Yorkville Convertible Note Fair Value Balance at December 31, 2022 $ - Issuance of yorkville convertible note 1,800,000 Change in fair value (34,000 ) Balance at December 31, 2023 $ 1,766,000 |
Schedule of Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the three months ended March 31, 2023, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Schedule of Derivative Liabilities Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 1,936,827 $ 845,473 Issuance of convertible notes with bifurcated embedded derivative 707,000 - Change in fair value 137,285 32,415 Balance at March 31, 2023 $ 2,781,112 $ 877,888 | The following tables set forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Schedule of Derivative Liabilities Fair Value Related Party Third Party Balance at December 31, 2021 $ - $ 4,000 Issuance of convertible notes with bifurcated embedded derivatives 1,398,595 586,405 Issuance of CP BF convertible notes with bifurcated embedded derivative 1,375 625 Extinguishment of Old Alco Note derivative (70,000 ) - Change in fair value 606,857 254,443 Balance at December 31, 2022 1,936,827 845,473 Issuance of convertible notes with bifurcated embedded derivative 1,126,451 559,390 Change in fair value (3,063,278 ) (1,404,863 ) Balance at December 31, 2023 $ - $ - |
Schedule of Fair Value Measurements | The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13-Simple Agreements for Future Equity Schedule of Fair Value Measurements Related Party Third Party Fair Value Related Party Third Party Balance at December 31, 2022 $ 8,802,196 $ 663,804 Change in fair value 303,139 22,861 Balance at March 31, 2023 $ 9,105,335 $ 686,665 | The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 16-Simple Agreements for Future Equity Schedule of Fair Value Measurements Fair Value Related Party Third Party Balance at December 31, 2021 $ 3,121,591 $ 235,409 Change in fair value 4,078,431 307,569 Loss on modification 1,602,174 120,826 Balance at December 31, 2022 8,802,196 663,804 Change in fair value (2,752,430 ) (207,570 ) Conversion of SAFEs (6,049,766 ) (456,234 ) Balance at December 31, 2023 $ - $ - |
Public Warrants Liability [Member] | ||
Class of Warrant or Right [Line Items] | ||
Summary of Changes in the Fair Value of the Warrants Liability | The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 575,000 Change in fair value (115,000 ) Balance at March 31, 2024 $ 460,000 | The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 2 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2022 $ - Merger date assumption of public warrants 460,000 Change in fair value 115,000 Balance at December 31, 2023 $ 575,000 |
Gem Warrants Liability [Member] | ||
Class of Warrant or Right [Line Items] | ||
Summary of Changes in the Fair Value of the Warrants Liability | The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2023 $ 641,000 Change in fair value (408,000 ) Balance at March 31, 2024 $ 233,000 | The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis: Summary of Changes in the Fair Value of the Warrants Liability Fair Value Balance at December 31, 2022 $ - Issuance of GEM warrants 2,448,000 Change in fair value (1,807,000 ) Balance at December 31, 2023 $ 641,000 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | ||
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets March 31, December 31, Prepaid expenses and other current assets: Service Trade $ 333,219 $ 364,384 Prepaid consulting costs 13,258 120,332 Prepaid data license and subscription costs 37,500 53,124 Prepaid commissions 38,462 51,472 Prepaid software costs 17,439 29,887 Prepaid merchant fees 29,182 26,224 Prepaid insurance costs 445,963 17,661 Prepaid advertising and marketing costs 146,201 11,074 Other current assets 12,690 66,997 Total prepaid expenses and other current assets $ 1,073,914 $ 741,155 | Prepaid expenses and other current assets consisted of the following at the dates indicated: Summary of Prepaid Expenses and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid expenses and other current assets: Service Trade $ 364,384 $ 97,875 Prepaid consulting costs 120,332 3,124 Prepaid data license and subscription costs 53,124 40,000 Prepaid commissions 51,472 69,737 Prepaid software costs 29,887 10,255 Prepaid merchant fees 26,224 26,401 Prepaid insurance costs 17,661 15,430 Prepaid advertising and marketing costs 11,074 32,178 Other current assets 66,997 38,507 Total prepaid expenses and other current assets $ 741,155 $ 333,507 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at the dates indicated: Summary of Accrued Expenses and Other Current Liabilities March 31, December 31, Accrued expenses and other current liabilities: Accrued accounting and professional services costs $ 2,162,984 $ 1,511,889 Accrued subscription costs 489,972 22,110 Sales tax payable 338,402 314,873 Excise tax payable 223,717 223,717 Accrued legal costs 153,884 2,694,439 Accrued payroll and benefit costs 93,513 185,504 Accrued streaming service costs 56,380 37,765 Deposits 54,102 54,102 Other current liabilities 289,760 149,841 Total accrued expenses and other current liabilities $ 3,862,714 $ 5,194,240 | Accrued and other current liabilities consisted of the following at the dates indicated: Summary of Accrued and Other Current Liabilities December 31, December 31, Accrued and other current liabilities: Accrued legal costs $ 2,694,439 $ 31,355 Accrued accounting and professional services costs 1,511,889 94,573 Sales tax payable 314,873 230,617 Excise tax payable 223,717 - Accrued payroll and benefit costs 185,504 95,947 Deposits 54,102 - Accrued streaming service costs 37,765 - Accrued subscription costs 22,110 28,774 Accrued offering costs - 261,090 Other current liabilities 149,841 3,017 Total accrued and other current liabilities $ 5,194,240 $ 745,373 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Deferred Revenue | ||
Summary of Changes in Deferred Revenue | The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue Three Months Ended Year Ended Deferred revenue, beginning of period $ 1,214,096 $ 930,436 Billings 1,110,682 4,781,924 Revenue recognized (prior year deferred revenue) (861,496 ) (930,436 ) Revenue recognized (current year deferred revenue) (217,976 ) (3,567,828 ) Deferred revenue, end of period $ 1,245,306 $ 1,214,096 | The change in deferred revenue was as follows for the periods indicated: Summary of Changes in Deferred Revenue 2023 2022 December 31, 2023 2022 Deferred revenue, beginning of period $ 930,436 $ 1,060,040 Billings 4,781,924 5,040,665 Revenue recognized (prior year deferred revenue) (930,436 ) (1,004,697 ) Revenue recognized (current year deferred revenue) (3,567,828 ) (4,165,572 ) Deferred revenue, end of period $ 1,214,096 $ 930,436 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Schedule of Related Party and Third Related Party Convertible Notes | The following table presents the CP BF convertible notes as of March 31, 2024: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (34,531 ) Carrying value of the CB BF convertible notes 1,786,814 Accrued interest 1,023,075 Total CB BF convertible notes and accrued interest $ 2,809,889 The following table presents the CP BF convertible notes as of December 31, 2023: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF term note as of March 31, 2024: Face value of the CB BF term note $ 6,500,000 Debt discount, net (107,011 ) Carrying value of the CB BF term note 6,392,989 Accrued interest 555,721 Total CB BF term note and accrued interest $ 6,948,710 The following table presents the CP BF term note as of December 31, 2023: Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 | The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Schedule of Related Party and Third Related Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ - $ - The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2022: Related Party Third Party Face value of the convertible notes $ 4,200,538 $ 1,761,206 Debt discount, net (849,656 ) (398,034 ) Carrying value of the convertible notes 3,350,882 1,363,172 Accrued interest 155,626 45,654 Total convertible notes and accrued interest $ 3,506,508 $ 1,408,826 |
Summary of Convertible Notes | The following table presents the CP BF convertible notes as of December 31, 2023: Summary of Convertible Notes Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (41,983 ) Carrying value of the CB BF convertible notes 1,779,362 Accrued interest 914,479 Total CB BF convertible notes and accrued interest $ 2,693,841 The following table presents the CP BF convertible notes as of December 31, 2022: Face value of the CB BF convertible notes $ 1,821,345 Debt discount, net (63,715 ) Carrying value of the CB BF convertible notes 1,757,630 Accrued interest 518,904 Total CB BF convertible notes and accrued interest $ 2,276,534 | |
Summary of Term Notes | The following table presents the CP BF term note as of December 31, 2023: Summary of Term Notes Face value of the CB BF term note $ 6,500,000 Debt discount, net (129,586 ) Carrying value of the CB BF term note 6,370,414 Accrued interest 289,373 Total CB BF term note and accrued interest $ 6,659,787 The following table presents the CP BF term note as of December 31, 2022: Face value of the CB BF term note $ 6,500,000 Debt discount, net (192,911 ) Carrying value of the CB BF term note 6,307,089 Accrued interest 186,962 Total CB BF term note and accrued interest $ 6,494,051 | |
Related Party And Third Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Schedule of Related Party and Third Related Party Convertible Notes | The following table presents the Related Party and Third Party Convertible Notes, respectively, as of December 31, 2023: Summary of Related Party and Third Party Convertible Notes Related Party Third Party Face value of the convertible notes $ 6,783,538 $ 3,196,206 Debt discount, net (131,867 ) (83,688 ) Carrying value of the convertible notes 6,651,671 3,112,518 Accrued interest 619,697 233,714 Conversion of convertible notes (7,271,368 ) (3,346,232 ) Total convertible notes and accrued interest $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Components of Lease Expense | The components of lease expense, are as follows: Schedule of Components of Lease Expense Components of lease expense: 2024 2023 For the Three Months Components of lease expense: 2024 2023 Operating lease cost $ 47,244 $ 51,448 Lease impairment cost - - Sublease income (52,542 ) (51,083 ) Total lease (income) cost $ (5,298 ) $ 366 | The components of lease expense, are as follows: Schedule of Components of Lease Expense For the Year Ended December 31, Components of lease expense: 2023 2022 Operating lease cost $ 199,611 $ 191,483 Lease impairment cost - 303,327 Sublease income (204,324 ) (177,588 ) Total lease (income) cost $ (4,713 ) $ 317,222 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases 2024 2023 For the Three Months Supplemental cash flow information: 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 43,705 $ 43,086 Change in lease liabilities (operating cash flow) (75,078 ) (68,373 ) | Supplemental cash flow information related to leases are as follows: Schedule of Supplemental Cash Flow Information Related to Leases For the Year Ended December 31, Supplemental cash flow information: 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 173,245 $ 152,018 Non-cash impairment of right to use assets (operating cash flow) - (303,327 ) Change in lease liabilities (operating cash flow) (284,963 ) (243,596 ) Operating lease right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 762,603 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: March 31, December 31, Operating lease right-of-use assets $ 90,308 $ 134,013 Operating lease liability, current 158,965 234,043 Operating lease liability, non-current - Total operating lease liabilities $ 158,965 $ 234,043 Weighted-average remaining lease term: March 31, December 31, Operating leases (in years) 0.51 0.76 Weighted-average discount rate: March 31, December 31, Operating leases 6.78 % 6.76 % | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases Operating leases: December 31, December 31, Operating lease right-of-use assets $ 134,013 $ 307,258 Operating lease liability, current 234,043 284,963 Operating lease liability, long-term - 234,043 Total operating lease liabilities $ 234,043 $ 519,006 Weighted-average remaining lease term: December 31, December 31, Operating leases (in years) 0.76 1.76 Weighted-average discount rate: December 31, December 31, Operating leases 6.76 % 6.74 % |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease | Future minimum lease payments under non-cancellable lease as of March 31, 2024, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Year Ending December 31, Remainder of 2024 $ 162,202 Year Ending December 31, 2024 $ Total undiscounted cash flows 162,202 Less discounting (3,237 ) Present value of lease liabilities $ 158,965 | Future minimum lease payments under non-cancellable lease as of December 31, 2023, are as follows: Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease Maturities of lease liabilities: Maturities of lease liabilities: Year Ending December 31, 2024 $ 240,818 Total undiscounted cash flows 240,818 Less discounting (6,775 ) Present value of lease liabilities $ 234,043 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Assumptions Used to Compute Fair Value | The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value March 31, March 31, Stock price $ 0.61 $ 8.22 8.58 Exercise price $ 0.61 $ 11.98 Expected volatility 75.0 76.0 % 80.00 81.13 % Expected term (in years) 5.75 6.08 5.25 6.08 Risk-free interest rate 4.2 % 4.28 4.31 % | The following table summarizes assumptions used to compute the fair value of options granted: Summary of Assumptions Used to Compute Fair Value December 31, December 31, Stock price $ 8.38 11.98 $ 1.54 Exercise price $ 8.38 11.98 $ 1.04 Expected volatility 80.00 110.95 % 53.61 55.30 % Expected term (in years) 5.00 6.08 5.94 6.08 Risk-free interest rate 3.46 4.31 % 1.95 2.85 % |
Summary of Stock Option Activity | A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Granted 54,000 0.61 10.00 Exercised - - Expired - - Forfeited (714 ) 2.82 Outstanding at March 31, 2024 801,372 $ 5.52 8.31 $ 13,245 Exercisable at March 31, 2024 344,304 $ 4.23 7.31 $ 13,191 | A summary of stock option activity under the Plan is as follows: Summary of Stock Option Activity Shares Weighted Weighted Intrinsic Outstanding at December 31, 2021 781,715 $ 1.15 7.20 $ 369,102 Retroactive application of recapitalization (Note 4) (301,223 ) 0.72 Outstanding at December 31, 2021, after effect of Merger (Note 4) 480,492 1.87 Granted 235,109 2.77 Exercised (8,538 ) 1.24 10,835 Expired (120,569 ) 1.38 Forfeited (215,496 ) 2.59 Outstanding at December 31, 2022 370,998 $ 2.13 7.95 $ 3,433,946 Granted 821,998 10.01 Exercised (17,643 ) 2.19 4,440 Expired (12,908 ) 11.97 Forfeited (414,359 ) 10.76 Outstanding at December 31, 2023 748,086 $ 5.87 8.43 $ 103,662 Exercisable at December 31, 2023 345,018 $ 4.23 7.56 $ 103,251 |
Summary of Activity with Respect Status of, RSUs | A summary of the activity with respect to, and status of, RSUs during the three months ended March 31, 2024 is presented below: Summary of Activity with Respect Status of, RSUs Units Weighted Average Outstanding at December 31, 2023 - $ - Granted 673,253 0.61 Vested - - Forfeited - - Outstanding at March 31, 2024 673,253 $ 0.61 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate | Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consists of the following: Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate For the Years Ended December 31, 2023 2022 Statutory federal income tax benefit $ (3,025,315 ) 21.0 % $ (3,248,385 ) 21.0 % State taxes, net of federal tax benefit (219,705 ) 1.5 % (327,095 ) 2.1 % Change in valuation allowance 2,079,231 -14.4 % 1,435,041 -9.3 % Change in state tax rate 462,709 -3.2 % 13,055 -0.1 % Change in fair value estimates (2,050,026 ) 14.2 % 1,610,993 -10.4 % Non-deductible interest-IRC 163(j) 738,993 -5.1 % - 0.0 % Non-deductible transaction/restructuring costs 1,313,792 -9.1 % - 0.0 % Nondeductible warrant issuance expense 552,321 -3.8 % - 0.0 % Other non-deductible expenses 148,000 -1.0 % 516,391 -3.3 % Effective tax rate $ - 0.0 % $ - 0.0 % |
Schedule of Components of Income Tax Provision (Benefit) | Schedule of Components of Income Tax Provision (Benefit) | The components of income tax provision (benefit) are as follows: Schedule of Components of Income Tax Provision (Benefit) 2023 2022 As of December 31, 2023 2022 Federal: Current $ - $ - Deferred - - State and Local: Current - - Deferred - - Total $ - $ - |
Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities | Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities | 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: Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities 2023 2022 As of December 31, 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 6,368,669 $ 3,744,512 Contribution carryforwards 24,626 20,837 Stock-based compensation 155,404 25,216 Accrual to cash adjustment 1,299 482,109 Startup costs 1,816,143 - Lease Liabilities 52,805 119,971 Right of use assets (30,236 ) (71,024 ) Capitalized R&D costs (Sec. 174) 798,802 451,195 Other (3,363 ) 696 Deferred tax assets gross 9,184,149 4,773,512 Valuation allowance (9,184,149 ) (4,773,512 ) Deferred tax assets, net of allowance $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at the dates indicated: Schedule of Property and Equipment, Net 2023 2022 December 31, 2023 2022 Computers and equipment $ 30,867 $ 30,866 Less: accumulated depreciation (26,223 ) (19,063 ) Property and equipment, net $ 4,644 $ 11,803 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following summarizes our goodwill activity during the years ended December 31, 2023 and 2022: Summary of Goodwill Total Goodwill-December 31, 2021 $ 2,171,526 Impairment - Goodwill-December 31, 2022 2,171,526 Impairment - Goodwill-December 31, 2023 $ 2,171,526 |
Organization (Details Narrative
Organization (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 14, 2023 | Aug. 04, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Entity Incorporation, Date of Incorporation | Sep. 30, 2015 | Sep. 30, 2015 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Seven GC Common Stock [Member] | |||||
Common stock, par value | $ 0.0001 | ||||
Business combination provisional information initial accounting incomplete reduction consideration transferred | $ 100,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Hyros Inc [Member] | |||||
Percentage of voting interests planned to acquire | 100% | ||||
Business combination price of acquisition expected | $ 110,000,000 | ||||
Banzai International Inc [Member] | |||||
Asset acquisition, consideration transferred | $ 100,000,000 | $ 100,000,000 | |||
Business combination provisional information initial accounting incomplete reduction consideration transferred | $ 100,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 1,000,000 | $ 2,100,000 | ||
Net cash used in operating activities | 2,116,786 | $ 1,479,171 | 1,550,781 | $ 5,168,175 |
Accumulated deficit | $ 51,266,596 | $ 46,766,324 | $ 32,360,062 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to common stock-basic and diluted | $ (4,500,272) | $ (3,765,122) | $ (14,406,262) | $ (15,468,502) |
Weighted average shares-basic | 17,355,609 | 6,382,180 | 6,853,733 | 6,441,116 |
Weighted average shares-diluted | 17,355,609 | 6,382,180 | 6,853,733 | 6,441,116 |
Net loss per share attributable to common stock-basic | $ (0.26) | $ (0.59) | $ (2.10) | $ (2.40) |
Net loss per share attributable to common stock-diluted | $ (0.26) | $ (0.59) | $ (2.10) | $ (2.40) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 13,129,905 | 670,247 | 13,076,619 | 370,998 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 801,372 | 670,247 | 748,086 | 370,998 |
Public Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 11,500,000 | 11,500,000 | ||
Gem Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 828,533 | 828,533 |
Reverse Merger Capitalization_3
Reverse Merger Capitalization with 7GC & Co. Holdings Inc. (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 28, 2023 shares | Dec. 14, 2023 USD ($) $ / shares shares | Dec. 13, 2023 USD ($) $ / shares shares | Dec. 12, 2023 USD ($) Tradingday $ / shares | Nov. 16, 2023 shares | Oct. 03, 2023 shares | Aug. 24, 2023 $ / shares | Aug. 04, 2023 $ / shares shares | May 27, 2022 USD ($) | Jan. 01, 2022 shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 08, 2023 USD ($) shares | Sep. 13, 2023 USD ($) | Oct. 10, 2022 USD ($) | Feb. 19, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares authorized | 350,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | |||||||||||||
Preferred stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares outstanding | 20,221,589 | 16,019,256 | 6,445,599 | ||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||
Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Principal amount agreed to advance | $ | $ 3,500,000 | ||||||||||||||||
Increased principal amount agreed to advance | $ | 1,000,000 | ||||||||||||||||
Aggregate principal amount | $ | $ 4,500,000 | ||||||||||||||||
Share Transfer Agreements And Alco Promissory Notes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Aggregate principal amount | $ | $ 2,000,000 | $ 1,500,000 | |||||||||||||||
Share transfer agreement description | for each $10.00 in principal borrowed under the New Alco Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three shares of Class A Common Stock, in each case, at (and contingent upon) the Closing, with such forfeited and issued shares capped at an amount equal to 600,000. | ||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | ||||||||||||||||
Forfeited and issued shares capped | 600,000 | ||||||||||||||||
Debt instrument, interest rate | 8% | ||||||||||||||||
Debt instrument, maturity date range, start | Jan. 10, 2024 | ||||||||||||||||
Debt instrument, maturity date range, end | Sep. 30, 2024 | ||||||||||||||||
Gem Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 0% | ||||||||||||||||
Equity commitment by investor | $ | $ 100,000,000 | ||||||||||||||||
Amount divided on number of equity interests to obtain quotient | $ | $ 650,000,000 | ||||||||||||||||
Convertible debenture | $ | $ 2,000,000 | ||||||||||||||||
Convertible debenture maturity period | 5 years | ||||||||||||||||
Seven G C Promissory Notes Member [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 2.86 | ||||||||||||||||
Maximum borrowing capacity | $ | $ 2,300,000 | ||||||||||||||||
Debt instrument, convertible, threshold trading days | Tradingday | 30 | ||||||||||||||||
CpB Senior Convertible Notes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 4.35 | ||||||||||||||||
Convertible written notice period | 5 days | ||||||||||||||||
CpB Senior Convertible Notes [Member] | First Senior Convertible Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Aggregate principal amount | $ | $ 321,345 | $ 1,500,000 | |||||||||||||||
Cantor Fee Agreement [Member] | 7GC & Co. Holdings Inc. [Member] | Cantor Fitzgerald [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Deferred underwriting fees forfeit | $ | $ 4,050,000 | ||||||||||||||||
Deferred underwriting fees payable | $ | 8,050,000 | ||||||||||||||||
Increase decrease in deferred underwriting fees | $ | $ 4,000,000 | ||||||||||||||||
Deferred underwriting fees payable in shares | 400,000 | ||||||||||||||||
Forfeited Private Placement Warrants [Member] | Sponsor Forfeiture Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Warrants issued | 7,350,000 | ||||||||||||||||
Warrants price per share | $ / shares | $ 11.50 | ||||||||||||||||
Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Exchange ratio | 0.6147 | ||||||||||||||||
Enterprise valuation amount | $ | $ 100,000,000 | ||||||||||||||||
Common stock, shares outstanding | 8,276,972 | ||||||||||||||||
Asset acquisition, consideration transferred | $ | $ 100,000,000 | ||||||||||||||||
Common stock shares issued | 8,276,972 | ||||||||||||||||
Increase of reclassification of series a preferred stock into common stock | 1,431,443 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, shares outstanding | 20,221,589 | 16,019,256 | |||||||||||||||
Common stock shares issued | 20,221,589 | 16,019,256 | |||||||||||||||
Common Stock [Member] | Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Exchange ratio | 10 | ||||||||||||||||
Common stock, shares outstanding | 16,019,256 | 6,445,599 | |||||||||||||||
Common stock shares issued | 16,019,256 | 6,445,599 | |||||||||||||||
Decrease in stock due to retrospective impact of recapitalization | 1,758,003 | ||||||||||||||||
Common Stock [Member] | Banzai International Inc [Member] | Gem Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of right to purchase of total equity interests | 3% | ||||||||||||||||
Seven G C Class A Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Number of shares held by security holders | 3,207,428 | ||||||||||||||||
Redemption price per share | $ / shares | $ 10.76 | ||||||||||||||||
Aggregate redemption amount | $ | $ 34,524,065 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||
Common stock, shares outstanding | 17,910,455 | 13,708,122 | 2,560,926 | ||||||||||||||
Common stock shares issued | 17,910,455 | 13,708,122 | |||||||||||||||
Common Class A [Member] | Share Transfer Agreements And Alco Promissory Notes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock shares issued | 825,000 | 75,000 | 150,000 | ||||||||||||||
Common Class A [Member] | Gem Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of right to purchase of total equity interests | 3% | ||||||||||||||||
Common Class A [Member] | Seven G C Promissory Notes Member [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt instrument, convertible, threshold trading days | Tradingday | 30 | ||||||||||||||||
Common Class A [Member] | Cantor Fee Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock shares issued | 1,113,927 | ||||||||||||||||
Common Class A [Member] | Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred stock, convertible, conversion ratio | 1 | ||||||||||||||||
Common stock, shares outstanding | 1,956,972 | 13,708,122 | 2,560,926 | ||||||||||||||
Common stock shares issued | 1,956,972 | 13,708,122 | 2,560,926 | ||||||||||||||
Decrease in stock due to retrospective impact of recapitalization | 754,119 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||
Common stock, shares outstanding | 2,311,134 | 2,311,134 | 3,884,673 | ||||||||||||||
Common stock shares issued | 2,311,134 | 2,311,134 | |||||||||||||||
Common Class B [Member] | Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Common stock, convertible, conversion ratio | 1 | ||||||||||||||||
Common stock, shares outstanding | 6,320,000 | 2,311,134 | 3,884,673 | ||||||||||||||
Common stock shares issued | 6,320,000 | 2,311,134 | 3,884,673 | ||||||||||||||
Decrease in stock due to retrospective impact of recapitalization | 2,435,327 | ||||||||||||||||
Series A Preferred Stock [Member] | Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred stock, convertible, conversion ratio | 1 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred stock, shares outstanding | 2,328,823 | ||||||||||||||||
Decrease in stock due to retrospective impact of recapitalization | 897,380 | ||||||||||||||||
Seven G C Class B Common Stock [Member] | Share Transfer Agreements And Alco Promissory Notes [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Forfeiture of common stock shares | 825,000 | 75,000 | 150,000 | ||||||||||||||
Banzai International Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Exchange ratio | 0.6147 | ||||||||||||||||
Enterprise valuation amount | $ | $ 100,000,000 | ||||||||||||||||
Asset acquisition, consideration transferred | $ | $ 100,000,000 | $ 100,000,000 | |||||||||||||||
Banzai International Inc [Member] | Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Banzai International Inc [Member] | Common Class A [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred stock, convertible, conversion ratio | 1 | ||||||||||||||||
Banzai International Inc [Member] | Common Class B [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, convertible, conversion ratio | 1 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Feb. 09, 2023 | Dec. 21, 2022 | Jun. 30, 2023 | Mar. 31, 2024 | Feb. 02, 2024 | Dec. 31, 2023 | Dec. 14, 2023 | Oct. 03, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Aggregate principal amount | $ 3,500,000 | ||||||||
Due to related party | $ 289,760 | $ 149,841 | $ 3,017 | ||||||
7GC & Co. Holdings LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument conversion price per share | $ 10 | ||||||||
Convertible notes | $ 2,540,092 | ||||||||
Loans payable current | 2,540,091 | ||||||||
7GC & Co. Holdings LLC [Member] | Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument conversion price per share | $ 10 | ||||||||
Aggregate principal amount | $ 500,000 | ||||||||
Debt instrument, interest rate | 0% | ||||||||
Sponsor Member | 7GC & Co. Holdings LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 67,118 | ||||||||
Sponsor Member | 7GC & Co. Holdings LLC [Member] | Working Capital Drawdowns And Extension Drawdowns Member | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,300,000 | ||||||||
Common stock par value | $ 0.0001 | ||||||||
Proceeds from related party debt | $ 1,100,000 | ||||||||
Sponsor Member | 7GC & Co. Holdings LLC [Member] | Working Capital Drawdowns [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | 500,000 | ||||||||
Proceeds from related party debt | $ 177,500 | 900,000 | $ 122,500 | ||||||
Outstanding principal amount | 500,000 | ||||||||
Sponsor Member | 7GC & Co. Holdings LLC [Member] | Extension Drawdowns [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | 1,800,000 | ||||||||
Proceeds from related party debt | $ 200,000 | 900,000 | |||||||
Outstanding principal amount | $ 1,800,000 |
Summary of Revenue by Region (D
Summary of Revenue by Region (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 1,079,472 | $ 1,177,061 | $ 4,561,300 | $ 5,332,979 |
Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100% | 100% | 100% | 100% |
Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 582,827 | $ 669,775 | $ 2,677,050 | $ 3,307,129 |
Americas [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 54% | 62% | 59% | 62% |
EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 386,250 | $ 407,910 | $ 1,511,886 | $ 1,588,539 |
EMEA [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 36% | 30% | 33% | 30% |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Amount | $ 110,395 | $ 99,376 | $ 372,364 | $ 437,311 |
Asia Pacific [Member] | Geographic Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 10% | 8% | 8% | 8% |
Summary of Accounts Receivable,
Summary of Accounts Receivable, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||||
Opening Balance | $ 105,049 | $ 61,755 | $ 68,416 | $ 74,727 |
Closing Balance | $ 34,670 | $ 105,049 | $ 61,755 | $ 68,416 |
Summary of Costs to Obtain Cont
Summary of Costs to Obtain Contract Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Capitalized contract cost, beginning balance | $ 51,472 | $ 69,737 | $ 69,737 | $ 90,662 |
Commissions Incurred | 31,610 | 88,928 | 242,810 | 343,003 |
Deferred Commissions Recognized | (44,620) | (104,289) | (261,075) | (363,928) |
Capitalized contract cost, ending balance | $ 38,462 | $ 54,376 | $ 51,472 | $ 69,737 |
Revenue (Details Narrative)
Revenue (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Payment Term | 30 days | 30 years | |||
Accounts receivable contractual term | The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. | The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. | |||
Commission expenses | $ 82,142 | $ 99,376 | $ 299,450 | $ 434,446 | |
Capitalized commissions | $ 38,462 | $ 54,376 | $ 51,472 | 69,737 | $ 90,662 |
Customer vendor | Integer | 1 | ||||
Exchanged services | $ 375,000 | $ 293,500 | |||
Demio [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Performance obligations, timing | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. | |||
Reach [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Performance obligations, timing | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. | The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. |
Schedule of Fair Value on Recur
Schedule of Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | |||
Bifurcated embedded derivative liabilities-related party | $ 0 | $ 0 | |
Related Party [Member] | |||
Liabilities: | |||
Bifurcated embedded derivative liabilities-related party | $ 1,936,827 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Warrant liabilities-public | 460,000 | 575,000 | |
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
GEM warrant liabilities | 233,000 | 641,000 | |
Yorkville convertible note | $ 3,064,000 | 1,766,000 | |
Bifurcated embedded derivative liabilities-related party | 845,473 | ||
SAFE-related party | 663,804 | ||
Fair Value, Inputs, Level 3 [Member] | Related Party [Member] | |||
Liabilities: | |||
Bifurcated embedded derivative liabilities-related party | 1,936,827 | ||
SAFE-related party | $ 8,802,196 |
Summary of Changes in the Fair
Summary of Changes in the Fair Value of the Warrants Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Public Warrants Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2022 | $ 575,000 | |
Change in fair value | (115,000) | |
Balance at December 31, 2023 | 460,000 | $ 575,000 |
Change in fair value | 115,000 | |
Public Warrants Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2022 | 575,000 | |
Change in fair value | 115,000 | |
Balance at December 31, 2023 | 575,000 | |
Merger date assumption of public warrants | 460,000 | |
Change in fair value | (115,000) | |
Public Warrants Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2022 | 641,000 | |
Change in fair value | (1,807,000) | |
Balance at December 31, 2023 | 641,000 | |
Change in fair value | 1,807,000 | |
Issuance of GEM warrants | 2,448,000 | |
Gem Warrants Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2022 | 641,000 | |
Change in fair value | (408,000) | |
Balance at December 31, 2023 | 233,000 | $ 641,000 |
Change in fair value | $ 408,000 |
Summary of Changes in Fair Valu
Summary of Changes in Fair Value of Yorkville Convertible Note (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on debt issuance | $ 171,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at December 31, 2022 | 1,766,000 | ||
Balance at December 31, 2023 | 3,064,000 | 1,766,000 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at December 31, 2022 | 1,766,000 | ||
Issuance of yorkville convertible note | 2,250,000 | 1,800,000 | |
Loss on debt issuance | 171,000 | ||
Payment in shares to settle Yorkville convertible notes | (1,667,000) | ||
Change in fair value | 544,000 | (34,000) | |
Balance at December 31, 2023 | $ 3,064,000 | $ 1,766,000 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance | $ 1,936,827 | $ 1,936,827 | ||
Issuance of convertible notes with bifurcated embedded derivative | 707,000 | 1,126,451 | 1,398,595 | |
Change in fair value | 137,285 | (3,063,278) | 606,857 | |
Balance | 2,781,112 | 1,936,827 | ||
Issuance of CP BF convertible notes with bifurcated embedded derivative | 1,375 | |||
Extinguishment of Old Alco Note derivative | (70,000) | |||
Change in fair value | (137,285) | 3,063,278 | (606,857) | |
Third Party Convertible Debt [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance | 845,473 | 845,473 | 4,000 | |
Issuance of convertible notes with bifurcated embedded derivative | 559,390 | 586,405 | ||
Change in fair value | 32,415 | 1,404,863 | 254,443 | |
Balance | 877,888 | 845,473 | ||
Issuance of CP BF convertible notes with bifurcated embedded derivative | 625 | |||
Extinguishment of Old Alco Note derivative | ||||
Change in fair value | $ (32,415) | $ (1,404,863) | $ (254,443) |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance | $ 8,802,196 | $ 8,802,196 | $ 3,121,591 | |
Change in fair value | 303,139 | (2,752,430) | 4,078,431 | |
Balance | 9,105,335 | 8,802,196 | ||
Loss on modification | 1,602,174 | |||
Conversion of SAFEs | (6,049,766) | |||
Conversion of SAFEs | 6,049,766 | |||
Third Party Convertible Debt [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance | 663,804 | 663,804 | 235,409 | |
Change in fair value | 22,861 | (207,570) | 307,569 | |
Balance | $ 686,665 | 663,804 | ||
Loss on modification | $ 120,826 | |||
Conversion of SAFEs | 456,234 | |||
Conversion of SAFEs | $ (456,234) |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 14, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Bifurcated embedded derivative liabilities | $ 0 | $ 0 | ||
Face value of the convertible notes | $ 3,500,000 | |||
Conversion upon simple agreements for future equity | 0 | 0 | ||
Simple Agreements For Future Equity [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Discount price | 15% | |||
Face value of the convertible notes | $ 3,836,000 | |||
Convertible Debt [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Benefit (loss) of changes in the fair value of the Yorkville convertible note | 544,000 | (34,000) | ||
Benefit (loss) of changes in the fair value | $ (544,000) | $ 34,000 | ||
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 11,500,000 | 11,500,000 | ||
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | (115,000) | $ 115,000 | $ (1,807,000) | |
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | $ 115,000 | (115,000) | $ 1,807,000 | |
Gem Warrants Liability [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | (408,000) | |||
Benefit (loss) resulting from a decrease/(increase) in fair value of derivative warrant liabilities | $ 408,000 |
Summary of Prepaid Expenses and
Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | |||
Service Trade | $ 333,219 | $ 364,384 | $ 97,875 |
Prepaid consulting costs | 13,258 | 120,332 | 3,124 |
Prepaid data license and subscription costs | 37,500 | 53,124 | 40,000 |
Prepaid commissions | 38,462 | 51,472 | 69,737 |
Prepaid software costs | 17,439 | 29,887 | 10,255 |
Prepaid merchant fees | 29,182 | 26,224 | 26,401 |
Prepaid insurance costs | 445,963 | 17,661 | 15,430 |
Prepaid advertising and marketing costs | 146,201 | 11,074 | 32,178 |
Other current assets | 12,690 | 66,997 | 38,507 |
Total prepaid expenses and other current assets | $ 1,073,914 | $ 741,155 | $ 333,507 |
Summary of Accrued Expenses and
Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accrued accounting and professional services costs | $ 2,162,984 | $ 1,511,889 | $ 94,573 |
Accrued subscription costs | 489,972 | 22,110 | 28,774 |
Sales tax payable | 338,402 | 314,873 | 230,617 |
Excise tax payable | 223,717 | 223,717 | |
Accrued legal costs | 153,884 | 2,694,439 | 31,355 |
Accrued payroll and benefit costs | 93,513 | 185,504 | 95,947 |
Accrued streaming service costs | 56,380 | 37,765 | |
Deposits | 54,102 | 54,102 | |
Other current liabilities | 289,760 | 149,841 | 3,017 |
Total accrued expenses and other current liabilities | $ 3,862,714 | $ 5,194,240 | $ 745,373 |
Summary of Changes in Deferred
Summary of Changes in Deferred Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue | |||
Deferred revenue, beginning of period | $ 1,214,096 | $ 930,436 | $ 1,060,040 |
Billings | 1,110,682 | 4,781,924 | 5,040,665 |
Revenue recognized (prior year deferred revenue) | (861,496) | (930,436) | (1,004,697) |
Revenue recognized (current year deferred revenue) | (217,976) | (3,567,828) | (4,165,572) |
Deferred revenue, end of period | $ 1,245,306 | $ 1,214,096 | $ 930,436 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Deferred Revenue | |||
Recognition of deferred revenue | $ 861,496 | $ 930,436 | $ 930,436 |
Summary of Related Party and Th
Summary of Related Party and Third Party Convertible Notes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Face value of the convertible notes | $ 6,783,538 | $ 4,200,538 |
Debt discount, net | (131,867) | (849,656) |
Carrying value of the convertible notes | 6,651,671 | 3,350,882 |
Accrued interest | 619,697 | 155,626 |
Conversion of convertible notes | (7,271,368) | |
Total convertible notes and accrued interest | 3,506,508 | |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Face value of the convertible notes | 3,196,206 | 1,761,206 |
Debt discount, net | (83,688) | (398,034) |
Carrying value of the convertible notes | 3,112,518 | 1,363,172 |
Accrued interest | 233,714 | 45,654 |
Conversion of convertible notes | (3,346,232) | |
Total convertible notes and accrued interest | $ 1,408,826 |
Summary of Convertible Notes (D
Summary of Convertible Notes (Details) - Loan agreement with cpbf Lending Llc [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Face value of the CB BF convertible notes | $ 1,821,345 | $ 1,821,345 | |
Debt discount, net | (41,983) | (63,715) | |
Carrying value of the CB BF convertible notes | 1,779,362 | 1,757,630 | |
Accrued interest | 914,479 | 518,904 | |
Total CB BF convertible notes and accrued interest | 2,693,841 | 2,276,534 | |
Face value of the CB BF term note | 6,500,000 | 6,500,000 | |
Debt discount, net | (129,586) | (192,911) | |
Carrying value of the CB BF term note | 6,370,414 | 6,307,089 | |
Accrued interest | 289,373 | 186,962 | |
Total CB BF term note and accrued interest | 6,659,787 | 6,494,051 | |
Carrying value of the CB BF convertible notes | 1,779,362 | $ 1,757,630 | |
Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Face value of the CB BF convertible notes | $ 1,821,345 | 1,821,345 | |
Debt discount, net | (34,531) | (41,983) | |
Carrying value of the CB BF convertible notes | 1,786,814 | 1,779,362 | |
Accrued interest | 1,023,075 | 914,479 | |
Total CB BF convertible notes and accrued interest | 2,809,889 | 2,693,841 | |
Carrying value of the CB BF convertible notes | 1,786,814 | 1,779,362 | |
Term Note [Member] | |||
Short-Term Debt [Line Items] | |||
Face value of the CB BF term note | 6,500,000 | 6,500,000 | |
Debt discount, net | (107,011) | (129,586) | |
Carrying value of the CB BF term note | 6,392,989 | 6,370,414 | |
Accrued interest | 555,721 | 289,373 | |
Total CB BF term note and accrued interest | $ 6,948,710 | $ 6,659,787 |
Debt (Details Narrative)
Debt (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Apr. 18, 2024 | Mar. 27, 2024 USD ($) | Mar. 26, 2024 USD ($) | Feb. 09, 2024 USD ($) shares | Feb. 05, 2024 USD ($) shares | Feb. 02, 2024 shares | Dec. 14, 2023 USD ($) $ / shares shares | Dec. 13, 2023 USD ($) $ / shares shares | Dec. 12, 2023 USD ($) Integer | Nov. 16, 2023 USD ($) | Oct. 03, 2023 USD ($) $ / shares | Sep. 13, 2023 USD ($) $ / shares shares | Aug. 30, 2023 USD ($) | Jul. 19, 2022 USD ($) | Mar. 21, 2022 USD ($) | Feb. 19, 2021 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) Integer $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 | Feb. 14, 2024 USD ($) $ / shares | Jan. 31, 2024 $ / shares | Feb. 14, 2023 $ / shares | Dec. 21, 2022 USD ($) $ / shares | Oct. 10, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) | May 31, 2022 USD ($) | |
Aggregate principal amount | $ 3,500,000 | |||||||||||||||||||||||||||||
Number of promissory notes In connection with merger | Integer | 2 | |||||||||||||||||||||||||||||
Common stock, value issued | $ 2,022 | $ 1,602 | $ 645 | |||||||||||||||||||||||||||
Original issuance price | $ / shares | $ 0.61 | $ 1.54 | ||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 527,980 | $ (56,653) | ||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Modification of convertible notes payable | $ 9,909 | |||||||||||||||||||||||||||||
Change in fair value of convertible promissory notes | $ 544,000 | $ (34,000) | ||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 175,000 | |||||||||||||||||||||||||||||
CPBF Lending LLC [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | |||||||||||||||||||||||||||||
Debt Instrument, covenant compliance description | For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. | For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company’s noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company’s consolidated balance sheets. | ||||||||||||||||||||||||||||
Additional loan principal amount | $ 7,000,000 | |||||||||||||||||||||||||||||
Exit fee percentage | 1% | |||||||||||||||||||||||||||||
Debt covenant description | The Loan Agreement contains customary covenants, including restrictions on the Company’s ability to incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets, among others. The Loan Agreement also contains other financial covenants related to minimum gross profit margin, minimum ARR (Annual Recurring Revenue) growth rate, and fixed charge ratio, among other financial covenants per the terms of the Loan Agreement. | |||||||||||||||||||||||||||||
Derivatives measured at fair value | $ 3,000 | |||||||||||||||||||||||||||||
Gem Agreement [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||
Common stock, value issued | $ 100,000,000 | |||||||||||||||||||||||||||||
Cash agreed to pay | 1,200,000 | |||||||||||||||||||||||||||||
Monthly installments | 100,000 | |||||||||||||||||||||||||||||
Payment of debt | 1,200,000 | |||||||||||||||||||||||||||||
Gem Agreement [Member] | Gem Warrant [Member] | ||||||||||||||||||||||||||||||
Percentage of right to convert warrant to common shares | 3% | |||||||||||||||||||||||||||||
Gem Agreement [Member] | Gem Term Sheet [Member] | ||||||||||||||||||||||||||||||
Common stock, value issued | 2,000,000 | |||||||||||||||||||||||||||||
Convertible Debt | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||
Debt Instrument term | 5 years | 5 years | ||||||||||||||||||||||||||||
Coupon rate | 0% | 0% | ||||||||||||||||||||||||||||
Debt instrument fee amount | 2,000,000 | |||||||||||||||||||||||||||||
Yorkville Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Debt discount upon issuance | $ 250,000 | $ 100,000 | ||||||||||||||||||||||||||||
Aggregate principal amount | 1,500,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||
Net proceeds from issuance of convertible promissory notes | $ 1,250,000 | 900,000 | ||||||||||||||||||||||||||||
Increased Principal Amount Agreed to Advance | 1,000,000 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 4,500,000 | |||||||||||||||||||||||||||||
Maximum floor price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||||||||||
Floor price | $ / shares | $ 0.294 | |||||||||||||||||||||||||||||
Yorkville Standby Equity Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 0% | 0% | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 14, 2024 | Jun. 14, 2024 | ||||||||||||||||||||||||||||
Increased Principal Amount Agreed to Advance | $ 1,500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||||||||||
Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Debt discount upon issuance | $ 200,000 | |||||||||||||||||||||||||||||
Net proceeds from issuance of convertible promissory notes | $ 1,800,000 | |||||||||||||||||||||||||||||
Prepayment premium | 10% | |||||||||||||||||||||||||||||
7GC & Co. Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Loans payable current | 2,540,091 | |||||||||||||||||||||||||||||
Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||||||||||
Debt discount upon issuance | $ 200,000 | |||||||||||||||||||||||||||||
Aggregate principal amount | 500,000 | |||||||||||||||||||||||||||||
Net proceeds from issuance of convertible promissory notes | $ 1,800,000 | |||||||||||||||||||||||||||||
Prepayment premium | 10% | |||||||||||||||||||||||||||||
Alco August Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense | 5,449 | |||||||||||||||||||||||||||||
Interest expense debt | 2,991 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 2,458 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 29, 2024 | |||||||||||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 3,711 | |||||||||||||||||||||||||||||
Principal amount outstanding | 150,000 | 150,000 | ||||||||||||||||||||||||||||
Accrued interest outstanding | 7,035 | $ 4,044 | ||||||||||||||||||||||||||||
Alco September Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt instrument, maturity date range, end | Sep. 30, 2024 | |||||||||||||||||||||||||||||
Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||||||||||
Lock-up period | 180 days | 180 days | 180 days | 180 days | ||||||||||||||||||||||||||
Maximum borrowing capacity | $ 500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Holding period for shares | 5 months 26 days | 7 months 6 days | 8 months 19 days | 9 months 7 days | ||||||||||||||||||||||||||
Net proceeds from issuance of convertible promissory notes | $ 500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 47% | 54% | 52% | 54% | ||||||||||||||||||||||||||
Commensurate risk-free rate | 5.20% | 5.20% | 5.40% | 5.30% | ||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 9% | 11.50% | 11.50% | 12.50% | ||||||||||||||||||||||||||
Expected percentage of completing the merger | 100% | 100% | 80% | 80% | ||||||||||||||||||||||||||
Alco September Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 150,000 | |||||||||||||||||||||||||||||
Alco September Promissory Note [Member] | Alco October Share Transfer Agreement [Member] | 7GC & Co. Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Description | for each $10.00 in principal borrowed under the Alco September Promissory Note, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share | |||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 150,000 | |||||||||||||||||||||||||||||
Lock-up period | 180 days | |||||||||||||||||||||||||||||
Alco September Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Debt discount upon issuance | $ 638,808 | |||||||||||||||||||||||||||||
Interest expense | 91,563 | |||||||||||||||||||||||||||||
Interest expense debt | 29,918 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 61,645 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2024 | |||||||||||||||||||||||||||||
Principal amount outstanding | 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||
Accrued interest outstanding | $ 60,493 | $ 30,575 | ||||||||||||||||||||||||||||
Debt issuance costs | $ 8,588 | |||||||||||||||||||||||||||||
Alco November Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt instrument, maturity date range, end | May 31, 2024 | |||||||||||||||||||||||||||||
Alco November Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Description | for each $10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000, 75,000, and 600,000, respectively | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 75,000 | |||||||||||||||||||||||||||||
Alco November Promissory Note [Member] | Alco November Share Transfer Agreement [Member] | 7GC & Co. Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Description | for each $10.00 in principal borrowed under the Alco November Promissory Note, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share | |||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 75,000 | |||||||||||||||||||||||||||||
Lock-up period | 180 days | |||||||||||||||||||||||||||||
Alco November Promissory Note [Member] | December 2023 Share Transfer Agreement [Member] | 7GC & Co. Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Description | for each $10.00 in principal borrowed under the December 2023 Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares | |||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 600,000 | |||||||||||||||||||||||||||||
Lock-up period | 180 days | |||||||||||||||||||||||||||||
Alco November Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense | $ 248,285 | |||||||||||||||||||||||||||||
Interest expense debt | 14,959 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 233,326 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 13, 2024 | |||||||||||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 363,905 | |||||||||||||||||||||||||||||
Principal amount outstanding | 750,000 | $ 750,000 | ||||||||||||||||||||||||||||
Accrued interest outstanding | 22,356 | 7,397 | ||||||||||||||||||||||||||||
Alco December Promissory Note [Member] | Alco Share Transfer Agreements [Member] | 7GC & Co. Holdings Inc. [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 600,000 | |||||||||||||||||||||||||||||
Lock-up period | 180 days | |||||||||||||||||||||||||||||
Alco December Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense debt | 39,890 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 192,326 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2024 | |||||||||||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 1,496,252 | 232,216 | ||||||||||||||||||||||||||||
Principal amount outstanding | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||||
Accrued interest outstanding | $ 47,780 | 7,890 | ||||||||||||||||||||||||||||
Seven GC Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Loans payable current | $ 2,540,091 | 2,540,091 | ||||||||||||||||||||||||||||
Outstanding principal amount | 2,550,000 | |||||||||||||||||||||||||||||
Modification of convertible notes payable | $ 9,909 | $ 9,909 | ||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | Integer | 30 | |||||||||||||||||||||||||||||
Term Note [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 14% | 14% | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 6,500,000 | |||||||||||||||||||||||||||||
Frequency of periodic interest payment | monthly | monthly | ||||||||||||||||||||||||||||
Paid in kind interest | 1.50% | |||||||||||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | ||||||||||||||||||||||||||||
Percentage of additional borrowing principal amount | 81.25% | |||||||||||||||||||||||||||||
Cash interest default percentage | 20% | |||||||||||||||||||||||||||||
Interest payable-in-kind default percentage | 0% | |||||||||||||||||||||||||||||
Capitalized debt issuance costs | $ 310,589 | |||||||||||||||||||||||||||||
Convertible Debt [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||||||||||||||||
Paid in kind interest | 15.50% | |||||||||||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | ||||||||||||||||||||||||||||
Percentage of additional borrowing principal amount | 18.75% | |||||||||||||||||||||||||||||
Accrued interest payable-in-kind | 15.50% | |||||||||||||||||||||||||||||
Capitalized debt issuance costs | $ 71,674 | |||||||||||||||||||||||||||||
Medium-Term Note [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | ||||||||||||||||||||||||||||
December 2022 Seven GC Note [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | $ 2,300,000 | ||||||||||||||||||||||||||||
First Amendment Convertible Note [Member] | ||||||||||||||||||||||||||||||
Amendment fee | $ 23,748 | |||||||||||||||||||||||||||||
First Amendment Convertible Note [Member] | CPBF Lending LLC [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 321,345 | |||||||||||||||||||||||||||||
2022 Convertible Notes [Member] | ||||||||||||||||||||||||||||||
Interest expense | $ 151,624 | $ 1,063,093 | ||||||||||||||||||||||||||||
Interest expense debt | 34,717 | 188,059 | ||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 116,907 | 875,034 | ||||||||||||||||||||||||||||
Yorkville Convertible Note [Member] | ||||||||||||||||||||||||||||||
Interest expense | 0 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,800,000 | 1,766,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Original issuance price | $ / shares | $ 10.96 | $ 1.88 | ||||||||||||||||||||||||||||
Estimated equity volatility | 43% | 71% | ||||||||||||||||||||||||||||
Time to maturity | 6 months | 5 months 15 days | ||||||||||||||||||||||||||||
Discounted market interest rate | 14.90% | 14% | ||||||||||||||||||||||||||||
Risk free rate | 5.30% | 5.28% | ||||||||||||||||||||||||||||
Probability of optional redemption rate | 10% | 10% | ||||||||||||||||||||||||||||
Change in fair value of convertible promissory notes | $ 34,000 | |||||||||||||||||||||||||||||
Yorkville Convertible Note [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 0% | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 14, 2024 | |||||||||||||||||||||||||||||
Debt instrument, increase in interest rate | 18% | |||||||||||||||||||||||||||||
Repayment of convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||
Percentage of repayment of convertible debt, amount | 10% | |||||||||||||||||||||||||||||
Yorkville Convertible Note [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Yorkville Convertible Notes [Member] | ||||||||||||||||||||||||||||||
Interest expense | $ 0 | |||||||||||||||||||||||||||||
Aggregate principal amount | 3,064,000 | 1,766,000 | ||||||||||||||||||||||||||||
Outstanding principal amount | $ 3,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||
Original issuance price | $ / shares | $ 0.61 | $ 1.88 | ||||||||||||||||||||||||||||
Estimated equity volatility | 106% | 71% | ||||||||||||||||||||||||||||
Time to maturity | 2 months 15 days | 5 months 15 days | ||||||||||||||||||||||||||||
Discounted market interest rate | 16.50% | 14% | ||||||||||||||||||||||||||||
Risk free rate | 5.46% | 5.28% | ||||||||||||||||||||||||||||
Probability of optional redemption rate | 75% | 10% | ||||||||||||||||||||||||||||
Gain (loss) on change in fair value of convertible notes liability | $ 544,000 | |||||||||||||||||||||||||||||
Yorkville Convertible Notes [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 0% | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 14, 2024 | |||||||||||||||||||||||||||||
Debt instrument, increase in interest rate | 18% | |||||||||||||||||||||||||||||
Repayment of convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||
Percentage of repayment of convertible debt, amount | 10% | |||||||||||||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | ||||||||||||||||||||||||||||||
Principal amount outstanding | $ 6,500,000 | $ 6,500,000 | ||||||||||||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | Term Note [Member] | ||||||||||||||||||||||||||||||
Interest expense debt | 266,348 | 259,443 | ||||||||||||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||
Interest expense | 422,507 | 319,743 | ||||||||||||||||||||||||||||
Interest expense debt | 395,575 | 303,121 | ||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | $ 26,932 | $ 16,622 | ||||||||||||||||||||||||||||
Effective interest rate percentage | 16% | 16% | ||||||||||||||||||||||||||||
Debt issuance costs incurred during the period gross | $ 2,000 | |||||||||||||||||||||||||||||
Loan agreement with cpbf Lending Llc [Member] | Medium-Term Note [Member] | ||||||||||||||||||||||||||||||
Interest expense | 292,327 | 278,164 | $ 1,140,106 | 1,110,296 | ||||||||||||||||||||||||||
Interest expense debt | 1,058,230 | 1,042,291 | ||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 25,979 | 18,721 | $ 81,876 | $ 68,006 | ||||||||||||||||||||||||||
Convertible Debt [Member] | Term Note [Member] | ||||||||||||||||||||||||||||||
Interest expense debt | 108,596 | 91,860 | ||||||||||||||||||||||||||||
Convertible Debt [Member] | Medium-Term Note [Member] | ||||||||||||||||||||||||||||||
Interest expense | 116,411 | 98,432 | ||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | $ 7,815 | 6,572 | ||||||||||||||||||||||||||||
Related party convertible notes [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | 8% | 8% | |||||||||||||||||||||||||||
Debt discount upon issuance | 707,000 | $ 1,126,451 | $ 1,311,025 | |||||||||||||||||||||||||||
Interest expense | 383,284 | 2,307,013 | ||||||||||||||||||||||||||||
Interest expense debt | 90,422 | 464,071 | ||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | $ 292,862 | $ 1,842,942 | ||||||||||||||||||||||||||||
Debt instrument conversion feature | The Related Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest of the Notes then outstanding on or after September 1, 2023, (b) consummation of a Liquidity Event (as defined in the agreement), or (c) the written demand by the Majority Holders (as defined in the agreement) after an Event of Default (as defined in the agreement) has occurred. In the event of a Liquidity Event (as defined below) while this Note is outstanding, immediately prior to the closing of such Liquidity Event and in full satisfaction of this Note, an amount equal to the greater of (a) the Outstanding Amount, or (b) two times (2x) the principal amount of this Note then outstanding shall become immediately due and payable in cash. | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,271,368 | |||||||||||||||||||||||||||||
Debt issuance costs | 18,248 | |||||||||||||||||||||||||||||
Conversion of stock | shares | 1,146,435 | |||||||||||||||||||||||||||||
Debt instrument conversion percentage | 80% | |||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 50,000,000 | |||||||||||||||||||||||||||||
Bifurcated derivative | $ 1,292,777 | |||||||||||||||||||||||||||||
Nonrelated Party [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Debt instrument conversion feature | The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement) at a conversion price equal to the lesser of (i) 80% of the per share price paid by the cash purchasers of such Qualified Financing Securities (as defined in the agreement) in the Qualified Financing, or (ii) the conversion price obtained by dividing $50,000,000 by the Fully Diluted Capitalization (as defined in the agreement). If not sooner converted or prepaid, the Convertible Notes are payable no later than the earlier of (a) the written demand by the holders of a majority-in-interest of the Notes then outstanding on or after September 1, 2023, (b) consummation of a Liquidity Event (as defined in the agreement), or (c) the written demand by the Majority Holders (as defined in the agreement) after an Event of Default (as defined in the agreement) has occurred. In the event of a Liquidity Event (as defined below) while this Note is outstanding, immediately prior to the closing of such Liquidity Event and in full satisfaction of this Note, an amount equal to the greater of (a) the Outstanding Amount, or (b) two times (2x) the principal amount of this Note then outstanding shall become immediately due and payable in cash. | The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). | The Third Party Convertible Notes bear interest at a rate of 8% per annum, and are convertible into the same series of capital stock of the Company to be issued to other investors upon a Qualified Financing (as defined in the agreement). | |||||||||||||||||||||||||||
Aggregate principal amount | $ 3,346,232 | |||||||||||||||||||||||||||||
Conversion of stock | shares | 529,867 | |||||||||||||||||||||||||||||
Debt instrument conversion percentage | 80% | |||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 500,000 | |||||||||||||||||||||||||||||
Nonrelated Party [Member] | Additional Subordinated Convertible Notes 2022[Member] | ||||||||||||||||||||||||||||||
Debt discount | $ 559,390 | $ 548,871 | ||||||||||||||||||||||||||||
Nonrelated Party [Member] | Additional Subordinated Convertible Notes 2022[Member] | Bifurcated Derivative Portion [Member] | ||||||||||||||||||||||||||||||
Debt discount | 541,223 | |||||||||||||||||||||||||||||
Nonrelated Party [Member] | Additional Subordinated Convertible Notes 2022[Member] | Debt Portion [Member] | ||||||||||||||||||||||||||||||
Debt discount | $ 7,648 | |||||||||||||||||||||||||||||
Third Party Creditors [Member] | 2022 Third Party Convertible Notes [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,761,206 | |||||||||||||||||||||||||||||
Third Party Creditors [Member] | Third Party Convertible Notes [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | 1,435,000 | |||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||
Original issuance price | $ / shares | $ 8.22 | $ 8.38 | ||||||||||||||||||||||||||||
Time to maturity | 5 years 9 months | 5 years 3 months | 5 years | 5 years 11 months 8 days | ||||||||||||||||||||||||||
Minimum [Member] | Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 7.50% | 9.50% | 10% | 10.70% | ||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 7.50% | 9.50% | 10% | 10.70% | ||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||
Original issuance price | $ / shares | $ 8.58 | $ 11.98 | ||||||||||||||||||||||||||||
Time to maturity | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days | ||||||||||||||||||||||||||
Maximum [Member] | Gem Agreement [Member] | Share Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Common stock, value issued | $ 100,000,000 | |||||||||||||||||||||||||||||
Maximum [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | 3,500,000 | |||||||||||||||||||||||||||||
Maximum [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,000,000 | |||||||||||||||||||||||||||||
Maximum [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,000,000 | |||||||||||||||||||||||||||||
Maximum [Member] | Alco September Promissory Note [Member] | Measurement Input, Discount for Lack of Marketability [Member] | Put Option [Member] | ||||||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 12% | 15% | 15% | 16% | ||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 12% | 15% | 15% | 16% | ||||||||||||||||||||||||||
Maximum [Member] | Alco November Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 750,000 | |||||||||||||||||||||||||||||
Maximum [Member] | Alco December Promissory Note [Member] | Alco [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Weighted Average [Member] | Alco September Promissory Note [Member] | ||||||||||||||||||||||||||||||
Estimated re-levered equity volatility rate | 9% | 11.50% | 11.50% | 12.50% | ||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||
Common Class A [Member] | Gem Agreement [Member] | ||||||||||||||||||||||||||||||
Convertible Debt | $ 900,000 | |||||||||||||||||||||||||||||
Shares issuable under the terms of promissory note | shares | 2,000,000 | |||||||||||||||||||||||||||||
Shares issued under the terms of promissory note | shares | 139,470 | |||||||||||||||||||||||||||||
Common Class A [Member] | Gem Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Shares issuable under the terms of promissory note | shares | 2,000,000 | |||||||||||||||||||||||||||||
Shares issued under the terms of promissory note | shares | 139,470 | |||||||||||||||||||||||||||||
Common Class A [Member] | Gem Agreement [Member] | Gem Term Sheet [Member] | Gem Warrant [Member] | ||||||||||||||||||||||||||||||
Percentage of right to convert warrant to common shares | 3% | 3% | ||||||||||||||||||||||||||||
Common Class A [Member] | Conversion Of 7Gc Promissory Notes [Member] | Sponsor Member | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 890,611 | |||||||||||||||||||||||||||||
Common Class A [Member] | Conversion Of 7Gc Promissory Notes [Member] | Sponsor Member | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 890,611 | |||||||||||||||||||||||||||||
Common Class A [Member] | Yorkville Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Conversion of stock | shares | 1,445,524 | |||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Common Class A [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Conversion rate percentage of common stock outstanding | 9.99% | |||||||||||||||||||||||||||||
Common Class A [Member] | Yorkville Advisors Global LP [Member] | Standby Equity Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||||||||||||||||
Common Class A [Member] | Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global LP [Member] | ||||||||||||||||||||||||||||||
Conversion rate percentage of common stock outstanding | 9.99% | |||||||||||||||||||||||||||||
Conversion of stock | shares | 788,211 | |||||||||||||||||||||||||||||
Common Class A [Member] | Seven GC Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||
Alco [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 15% | |||||||||||||||||||||||||||||
Debt discount upon issuance | $ 151,000 | |||||||||||||||||||||||||||||
Interest expense debt | $ 124,621 | |||||||||||||||||||||||||||||
Debt instrument conversion feature | The outstanding principal and interest under the Old Alco Note was, at the Holder’s election, either (i) effective upon the closing of an Equity Financing (as defined in the agreement), to be converted into shares of the same series of preferred stock of the Company issued to other investors in the Equity Financing (the “Equity Financing Securities”) at a conversion price equal to 85% of the price per share of Equity Financing Securities paid by the other investors in the Equity Financing, with any resulting fraction of a share rounded to the nearest whole share (with 0.5 being rounded up) (the “Conversion Option”) or (ii) immediately prior to the closing of an Equity Financing, become due and payable in cash. | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,101,744 | $ 2,000,000 | ||||||||||||||||||||||||||||
Effective interest rate percentage | 20% | |||||||||||||||||||||||||||||
Debt instrument conversion percentage | 85% | |||||||||||||||||||||||||||||
Contractual interest | $ 100,274 | |||||||||||||||||||||||||||||
Amortization of the discount | $ 24,347 | |||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 56,653 | |||||||||||||||||||||||||||||
Alco [Member] | Alco August Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense | $ 4,494 | |||||||||||||||||||||||||||||
Interest expense debt | 4,044 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 450 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 750,000 | $ 1,500,000 | $ 150,000 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 29, 2024 | |||||||||||||||||||||||||||||
Debt instrument unamortized debt issuance costs gross | $ 3,711 | |||||||||||||||||||||||||||||
Principal amount outstanding | 150,000 | |||||||||||||||||||||||||||||
Accrued interest outstanding | $ 4,044 | |||||||||||||||||||||||||||||
Alco [Member] | Alco September Promissory Note [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 10% | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Debt discount upon issuance | $ 638,808 | |||||||||||||||||||||||||||||
Interest expense | $ 478,815 | |||||||||||||||||||||||||||||
Interest expense debt | 30,575 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 448,240 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2024 | |||||||||||||||||||||||||||||
Principal amount outstanding | 1,500,000 | |||||||||||||||||||||||||||||
Accrued interest outstanding | 30,575 | |||||||||||||||||||||||||||||
Debt issuance costs | $ 8,588 | |||||||||||||||||||||||||||||
Alco [Member] | Alco November Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense | 94,005 | |||||||||||||||||||||||||||||
Interest expense debt | 7,397 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 86,608 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 13, 2024 | |||||||||||||||||||||||||||||
Principal amount outstanding | 750,000 | |||||||||||||||||||||||||||||
Accrued interest outstanding | 7,397 | |||||||||||||||||||||||||||||
Debt issuance costs | $ 363,905 | |||||||||||||||||||||||||||||
Alco [Member] | Alco December Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8% | |||||||||||||||||||||||||||||
Interest expense | 39,087 | |||||||||||||||||||||||||||||
Interest expense debt | 7,890 | |||||||||||||||||||||||||||||
Debt related commitement fees and debt issuance costs | 31,197 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2024 | |||||||||||||||||||||||||||||
Principal amount outstanding | 2,000,000 | |||||||||||||||||||||||||||||
Accrued interest outstanding | $ 7,890 | |||||||||||||||||||||||||||||
Debt issuance costs | $ 1,496,252 | |||||||||||||||||||||||||||||
Alco [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 5% | 5% | 5% | |||||||||||||||||||||||||||
Alco [Member] | Series A Preferred Stock [Member] | Alco August Promissory Note [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 10% | |||||||||||||||||||||||||||||
DNX [Member] | Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 5% | 5% | ||||||||||||||||||||||||||||
DNX [Member] | Series A Preferred Stock [Member] | Minimum [Member] | Related party convertible notes [Member] | ||||||||||||||||||||||||||||||
Equity percentage owned percentage | 5% | |||||||||||||||||||||||||||||
Alco Manson Ward And DNX [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 4,200,538 | $ 4,200,538 | ||||||||||||||||||||||||||||
Alco Manson Ward DNX And William Bryant [Member] | Related party convertible notes [Member] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,583,000 | $ 2,583,000 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2023 | Dec. 14, 2023 | Dec. 13, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Warrants exercise price description. | The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the Merger Closing Date. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. | The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the Merger Closing Date. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. | ||||||
Contractual term | 60 days | |||||||
Fair value of warrants | $ 2,448,000 | $ 233,000 | $ 641,000 | |||||
Class of warrants or rights threshold limit for the then issued and outstanding shares of Common Stock | 9.99% | |||||||
Warrants exercisable description | Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: | |||||||
Common stock value | 2,022 | $ 1,602 | $ 645 | |||||
Gem Agreement [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Common stock value | $ 100,000,000 | |||||||
Gem Agreement [Member] | Gem Term Sheet [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Common stock value | $ 2,000,000 | |||||||
Convertible debenture | $ 2,000,000 | $ 2,000,000 | 2,000,000 | |||||
Debt Instrument, Term | 5 years | 5 years | ||||||
Coupon rate | 0% | 0% | ||||||
Debt Instrument, Fee Amount | $ 2,000,000 | |||||||
Gem Agreement [Member] | Gem Warrant [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Warrants exercise price description. | The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. | The exercise price will be adjusted to 105% of the then-current exercise price if on the one-year anniversary date of the Effective Time, the GEM Warrant has not been exercised in full and the average closing price per share of Class A Common Stock for the 10 days preceding the anniversary date is less than 90% of the initial exercise price. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of common stock, or securities convertible into or exercisable or exchange for, shares of common stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such common stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. | ||||||
Warrants price per share | $ 6.49 | |||||||
Warrants purchased | 828,533 | |||||||
Class of warrants or rights threshold limit for the then issued and outstanding shares of Common Stock | 9.99% | |||||||
Percentage of right to convert warrant to common shares | 3% | |||||||
Warrants and rights outstanding | $ 650,000,000 | |||||||
Common Class A [Member] | Gem Agreement [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Convertible debenture | $ 900,000 | |||||||
Common Class A [Member] | Gem Agreement [Member] | Gem Warrant [Member] | Gem Term Sheet [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Percentage of right to convert warrant to common shares | 3% | 3% | ||||||
Public Warrants [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Warrants outstanding | 11,500,000 | 11,500,000 | ||||||
Warrants price per share | $ 11.50 | $ 11.50 | ||||||
Warrant expiration period | 5 years | 5 years | ||||||
Redemption trigger price | $ 18 | $ 18 | ||||||
Public Warrants [Member] | Common Class A [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||||||
Warrants exercisable | 0 | 0 | ||||||
Redemption trigger price | $ 18 | $ 18 | ||||||
Warrants price per share | 0 | 0 |
Simple Agreements for Future _2
Simple Agreements for Future Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 14, 2023 | Sep. 02, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds From Simple Agreement For Future Equity | $ 3,567,000 | |||||
Common or preferred stock discount | 15% | |||||
Third Party Safes [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds From Simple Agreement For Future Equity | $ 269,000 | |||||
Common or preferred stock discount | 15% | |||||
Fair value of SAFE liability | $ 269,000 | |||||
Loss on change in fair value of SAFE liability | $ 22,861 | |||||
Debt instrument carrying amount | $ 456,234 | |||||
Fair value of SAFE liability | 269,000 | |||||
Gain Loss On Change in Fair Value of SAFE liability | $ 120,826 | $ 207,570 | $ 307,569 | |||
Numerator used for obtaining conversion price | $ 50,000,000 | |||||
Third Party Safes [Member] | Common Class A [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 41,626 | |||||
Alco, DNX and William Bryant [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Proceeds From Simple Agreement For Future Equity | $ 3,567,000 | |||||
Common or preferred stock discount | 15% | |||||
Fair value of SAFE liability | $ 3,567,000 | |||||
Loss on change in fair value of SAFE liability | $ 303,139 | |||||
Debt instrument carrying amount | $ 6,049,766 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 551,949 | |||||
Fair value of SAFE liability | $ 3,567,000 | |||||
Gain Loss On Change in Fair Value of SAFE liability | $ 1,602,174 | $ 2,752,430 | $ 4,078,431 | |||
Numerator used for obtaining conversion price | $ 50,000,000 | |||||
Alco, DNX and William Bryant [Member] | Common Class A [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 551,949 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Components of lease expense: | ||||
Operating lease cost | $ 47,244 | $ 51,448 | $ 199,611 | $ 191,483 |
Lease impairment cost | 303,327 | |||
Sublease income | (52,542) | (51,083) | (204,324) | (177,588) |
Total lease (income) cost | $ (5,298) | $ 366 | $ (4,713) | $ 317,222 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Non-cash lease expense (operating cash flow) | $ 43,705 | $ 43,086 | $ 173,245 | $ 152,018 |
Change in lease liabilities (operating cash flow) | (75,078) | (68,373) | (284,963) | (243,596) |
Non-cash impairment of right to use assets (operating cash flow) | (303,327) | |||
Operating leases | $ 762,603 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases: | |||
Operating lease right-of-use assets | $ 90,308 | $ 134,013 | $ 307,258 |
Operating lease liability, current | 158,965 | 234,043 | 284,963 |
Operating lease liability, long-term | 234,043 | ||
Total operating lease liabilities | $ 158,965 | $ 234,043 | $ 519,006 |
Weighted-average remaining lease term: | |||
Operating leases (in years) | 6 months 3 days | 9 months 3 days | 1 year 9 months 3 days |
Weighted-average discount rate: | |||
Operating leases | 6.78% | 6.76% | 6.74% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-Cancellable Lease (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of lease liabilities: | |||
Remainder of 2024 | $ 162,202 | ||
Year Ending December 31, 2024 | $ 240,818 | ||
Total undiscounted cash flows | 162,202 | 240,818 | |
Less discounting | (3,237) | (6,775) | |
Present value of lease liabilities | $ 158,965 | $ 234,043 | $ 519,006 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
May 15, 2024 | Mar. 29, 2024 | Feb. 02, 2024 | Dec. 28, 2023 | Dec. 08, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 08, 2023 | |
Operating leases have remaining lease terms | 6 months 3 days | 9 months 3 days | ||||||||
Addendum To Letter Agreements Description | Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares | Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares | ||||||||
Gain on extinguishment of liability | $ 527,980 | $ (56,653) | ||||||||
Lease impairment cost | $ 303,327 | |||||||||
Stock price | $ 0.61 | $ 1.54 | ||||||||
Subsequent Event [Member] | ||||||||||
Shares issued, shares | 175,000 | |||||||||
7GC & Co. Holdings LLC [Member] | Cantor Fitzgerald [Member] | New Banzai Class A Shares [Member] | ||||||||||
Increase decrease in deferred underwriting fees | $ 400,000 | |||||||||
Cantor Fee Agreement [Member] | 7GC & Co. Holdings Inc. [Member] | Cantor Fitzgerald [Member] | ||||||||||
Deferred underwriting fees payable | $ 8,050,000 | 8,050,000 | 8,050,000 | |||||||
Deferred underwriting fees payable | 4,050,000 | |||||||||
Increase decrease in deferred underwriting fees | 4,000,000 | 4,000,000 | ||||||||
Cantor Fee Agreement [Member] | 7GC & Co. Holdings LLC [Member] | Cantor Fitzgerald [Member] | ||||||||||
Deferred underwriting fees payable | 8,050,000 | |||||||||
Deferred underwriting fees payable | 4,050,000 | |||||||||
Increase decrease in deferred underwriting fees | 4,000,000 | $ 4,000,000 | ||||||||
Cantor Fee Agreement [Member] | 7GC & Co. Holdings LLC [Member] | Cantor Fitzgerald [Member] | Common Class A [Member] | ||||||||||
Stock issued during period shares issued for services | 1,113,927 | |||||||||
Stock issued during period value issued for services | $ 2,450,639 | |||||||||
Stock price | $ 2.20 | |||||||||
Roth Addendum To Letter Agreements [Member] | ||||||||||
Advisory fee | $ 1,100,000 | |||||||||
Advisor transaction expenses | $ 6,813 | |||||||||
Accrued expenses | 300,000 | 1,106,813 | ||||||||
Shares issued, shares | 175,000 | |||||||||
Shares issued, value | $ 278,833 | |||||||||
Contractual obligation | $ 806,813 | |||||||||
Gain on extinguishment of liability | $ 577,513 | |||||||||
Roth Addendum To Letter Agreements [Member] | Common Class A [Member] | ||||||||||
Shares issued, shares | 175,000 | |||||||||
Shares issued, shares | $ 300,000 | |||||||||
Shares issued, cash | $ 300,000 | |||||||||
Stock issued during period shares additional shares | 600,000 | |||||||||
Roth Addendum To Letter Agreements [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||||||||
Shares issued, shares | $ 300,000 | $ 300,000 | $ 300,000 | |||||||
Shares issued, cash | $ 300,000 | |||||||||
Stock issued during period shares additional shares | 600,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 28, 2023 | Dec. 14, 2023 | Feb. 14, 2023 | Feb. 19, 2021 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Jul. 01, 2022 | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 350,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock voting rights | 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. | Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. | |||||||||
Common stock, shares outstanding | 20,221,589 | 20,221,589 | 16,019,256 | 6,445,599 | |||||||
Preferred stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||
General and administrative expense | $ 4,308,929 | $ 3,170,063 | $ 12,905,073 | $ 9,275,251 | |||||||
Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Description of equity facility financing agreement | 500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; | 500,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of Class A common stock during the five trading days immediately prior to the date the Company requests each Advance; | |||||||||
Percentage of lowest daily Volume Weighted Average Price | 90% | ||||||||||
Fair Value Of Standby Equity Purchase Agreement | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Stock issued during period value acquisitions | $ 500,000 | ||||||||||
Maximum floor price | $ 2 | $ 2 | |||||||||
Floor price adjustment | The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. | ||||||||||
Maximum percentage of closing price on trading day | 75% | ||||||||||
Maximum conversion price | $ 2 | ||||||||||
General and administrative expense | $ 3,823,000 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Common stock par value | $ 0.0001 | ||||||||||
Stock issued during period shares acquisitions | 17,910,455 | 13,708,122 | |||||||||
Common stock, shares outstanding | 17,910,455 | 17,910,455 | 13,708,122 | 2,560,926 | |||||||
Common Class A [Member] | Banzai International Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding | 1,432,443 | ||||||||||
Conversion of stock shares converted | 2,328,823 | ||||||||||
Common Class A [Member] | Demio [Member] | Shareholders And Founders [Member] | Restricted Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued to GEM, shares | 745,800 | ||||||||||
Common Class A [Member] | High Attendance [Member] | Restricted Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Common Class A [Member] | High Attendance [Member] | Shareholders And Founders [Member] | Restricted Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued to GEM, shares | 81,908 | ||||||||||
Common Class A [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Stock issued during period shares acquisitions | 300,000 | ||||||||||
Total consideration payable in shares of class A common stock | $ 100,000,000 | $ 100,000,000 | |||||||||
Description of equity facility financing agreement | 9.99% | 9.99% | |||||||||
Percentage of average daily Volume Weighted Average Price | 95% | 95% | |||||||||
Percentage of lowest daily Volume Weighted Average Price | 96% | 96% | |||||||||
Percentage of voting power | 9.99% | 9.99% | |||||||||
Percentage of outstanding shares | 19.99% | 19.99% | |||||||||
Shares Issued as Payment of Deferred Fee | 710,025 | ||||||||||
Common stock price per share | $ 10 | ||||||||||
Maximum conversion price | $ 2 | ||||||||||
Conversion of stock shares converted | 1,445,524 | ||||||||||
Cash structuring fee | $ 35,000 | ||||||||||
Stock issued during period value acquisitions | $ 3,288,000 | ||||||||||
Common Class A [Member] | Cantor Fee Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares acquisitions | 1,113,927 | ||||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Stock issued during period shares acquisitions | 2,311,134 | 2,311,134 | |||||||||
Common stock, shares outstanding | 2,311,134 | 2,311,134 | 2,311,134 | 3,884,673 | |||||||
Common Class B [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Percentage of outstanding shares | 19.99% | 19.99% | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period shares acquisitions | 20,221,589 | 16,019,256 | |||||||||
Common stock, shares outstanding | 20,221,589 | 20,221,589 | 16,019,256 | ||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | 275,000,000 |
Summary of Assumptions Used to
Summary of Assumptions Used to Compute Fair Value (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock price | $ 0.61 | $ 1.54 | ||
Exercise price | $ 0.61 | $ 11.98 | $ 1.04 | |
Expected volatility minimum | 75% | 80% | 80% | 53.61% |
Expected volatility maximum | 76% | 81.13% | 110.95% | 55.30% |
Risk-free interest rate | 4.20% | 4.28% | 3.46% | 1.95% |
Risk-free interest rate | 4.31% | 4.31% | 2.85% | |
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock price | $ 8.22 | $ 8.38 | ||
Exercise price | $ 8.38 | |||
Time to maturity | 5 years 9 months | 5 years 3 months | 5 years | 5 years 11 months 8 days |
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock price | $ 8.58 | $ 11.98 | ||
Exercise price | $ 11.98 | |||
Time to maturity | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shares Underlying Options, Beginning balance | 748,086 | 370,998 | 480,492 | |
Weighted Average Exercise Price, Beginning BalanceWeighted Average Exercise Price, Beginning Balance | $ 5.87 | $ 2.13 | $ 1.87 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 8 years 3 months 21 days | 8 years 5 months 4 days | 7 years 11 months 12 days | |
Intrinsic Value, Outstanding, Beginning balanceIntrinsic Value, Outstanding, Ending balance | $ 103,662 | $ 3,433,946 | ||
Shares Underlying Options, Granted | 54,000 | 821,998 | 235,109 | |
Weighted Average Exercise Price, Granted | $ 0.61 | $ 10.01 | $ 2.77 | |
Weighted Average Remaining Contractual Term (in years), Granted | 10 years | |||
Shares Underlying Options, Exercised | 17,643 | 8,538 | ||
Weighted Average Exercise Price, Exercised | $ 2.19 | $ 1.24 | ||
Shares Underlying Options, Expired | 12,908 | 120,569 | ||
Weighted Average Exercise Price, Expired | $ 11.97 | $ 1.38 | ||
Shares Underlying Options, Forfeited | (714) | (414,359) | (215,496) | |
Weighted Average Exercise Price, Forfeited | $ 2.82 | $ 10.76 | $ 2.59 | |
Shares Underlying Options, Ending balance | 480,492 | 801,372 | 748,086 | 370,998 |
Weighted Average Exercise Price, Ending Balance | $ 1.87 | $ 5.52 | $ 5.87 | $ 2.13 |
Intrinsic Value, Outstanding, Ending balance | $ 13,245 | $ 103,662 | $ 3,433,946 | |
Shares Underlying Options, Exercisable | 344,304 | 345,018 | ||
Weighted Average Exercise Price, Exercisable | $ 4.23 | $ 4.23 | ||
Weighted Average Remaining Contractual Term (in years), Exercisable | 7 years 3 months 21 days | 7 years 6 months 21 days | ||
Intrinsic Value, Exercisable | $ 13,191 | $ 103,251 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | (748,086) | (370,998) | (480,492) | |
Shares Underlying Options, Exercised | (17,643) | (8,538) | ||
Intrinsic Value, Outstanding, Exercised | $ 4,440 | $ 10,835 | ||
Shares Underlying Options, Expired | (12,908) | (120,569) | ||
Shares Underlying Options, Exercisable | 344,304 | 345,018 | ||
Previously Reported [Member] | ||||
Shares Underlying Options, Beginning balance | 781,715 | |||
Weighted Average Exercise Price, Beginning BalanceWeighted Average Exercise Price, Beginning Balance | $ 1.15 | |||
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years 2 months 12 days | |||
Intrinsic Value, Outstanding, Beginning balanceIntrinsic Value, Outstanding, Ending balance | $ 369,102 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | (781,715) | |||
Revision of Prior Period, Adjustment [Member] | ||||
Shares Underlying Options, Beginning balance | 301,223 | |||
Weighted Average Exercise Price, Beginning BalanceWeighted Average Exercise Price, Beginning Balance | $ 0.72 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | (301,223) |
Summary of Activity with Respec
Summary of Activity with Respect Status of, RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | shares | |
Weighted Average Grant Date Fair Value, Beginning balance Outstanding | $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 673,253 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.61 |
Units, Ending Balance | shares | 673,253 |
Weighted Average Grant Date Fair Value, Ending balance Outstanding | $ / shares | $ 0.61 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 03, 2023 | Jul. 19, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 14, 2023 | Dec. 31, 2021 | Apr. 26, 2016 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Expected dividend yield | 0% | 0% | |||||||
Weighted average grant date fair value | $ 0.61 | $ 8.48 | $ 4.86 | $ 0.77 | |||||
Unrecognized compensation expense related to unvested options | $ 2,364,604 | $ 2,644,032 | $ 2,594,571 | $ 160,203 | |||||
Period for unrecognized compensation expense related to unvested options yet has not been recognized | 1 year 4 months 13 days | 3 years 1 month 20 days | 2 years 8 months 23 days | 2 years 8 months 26 days | |||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | 275,000,000 | 350,000,000 | |||||
Repricing outstanding stock option | 359,673 | ||||||||
Exercise price | $ 5.15 | ||||||||
Incremental compensation cost | $ 113,475 | ||||||||
Vested stock based compensation expense | 23,849 | ||||||||
Unvested stock based compensation expense | $ 89,626 | ||||||||
Exercise price per share | $ 5.52 | $ 5.87 | $ 2.13 | $ 5.87 | $ 1.87 | ||||
Option to purchase aggregate number of shares | 801,372 | 748,086 | 370,998 | 748,087 | 480,492 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Period for unrecognized compensation expense related to unvested options yet has not been recognized | 1 year | ||||||||
Unrecognized compensation cost | $ 411,358 | ||||||||
Substitute Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Exercise price per share | $ 0.6147 | ||||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 252,967 | $ 402,448 | $ 1,245,796 | $ 770,336 | |||||
2023 Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Equity incentive plan, description | The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of the day prior to such increase. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is approximately three times the total number of shares of common stock initially reserved for issuance. | The aggregate number of shares of common stock that may be issued will not exceed approximately 12.5% of the fully diluted common stock determined at the Close of the Merger. In addition, the aggregate number of shares of common stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on January 1, 2033, in an amount equal to 5% of the total number of shares of the fully diluted common stock determined as of the day prior to such increase. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is approximately three times the total number of shares of common stock initially reserved for issuance. | |||||||
Expiration period | 10 years | ||||||||
Expiration date | Jan. 01, 2033 | Jan. 01, 2033 | |||||||
Stock options awarded | 2,848,823 | 572,172 | |||||||
Two Thousand And Sixteen Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized | 400,000 | ||||||||
Number of increase decrease of non-vested options | 2,400,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Effective Income Tax Rate Reconciliation [Line Items] | |||||
Effective tax rate, percentage | 0% | 0% | |||
Uncertain tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |
Federal net operating loss carryforwards | 26,705,200 | 15,325,300 | |||
State net operating loss carryforwards | 13,043,900 | 9,175,400 | |||
Interest and penalties | $ 0 | $ 0 | |||
Open tax year | 2016 | ||||
Open tax audits, description | The Company has no open tax audits with any taxing authority as of December 31, 2023. | ||||
Domestic Tax Jurisdiction [Member] | |||||
Effective Income Tax Rate Reconciliation [Line Items] | |||||
Operating loss carryforwards to expire | $ 124,500 | ||||
Operating loss carryforwards indefinitely | 26,580,700 | ||||
State and Local Jurisdiction [Member] | |||||
Effective Income Tax Rate Reconciliation [Line Items] | |||||
Operating loss carryforwards to expire | 10,666,100 | ||||
Operating loss carryforwards indefinitely | $ 2,377,800 | ||||
Forecast [Member] | |||||
Effective Income Tax Rate Reconciliation [Line Items] | |||||
Effective tax rate, percentage | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
May 15, 2024 | May 14, 2024 | May 03, 2024 | May 02, 2024 | May 01, 2024 | Apr. 18, 2024 | Mar. 29, 2024 | Mar. 27, 2024 | Feb. 19, 2024 | Feb. 09, 2024 | Feb. 05, 2024 | Feb. 02, 2024 | Jan. 24, 2024 | Dec. 14, 2023 | May 31, 2024 | Mar. 31, 2024 | Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | May 06, 2024 | Mar. 26, 2024 | Jan. 31, 2024 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Repayment Agreement Description | 20,221,589 | 20,221,589 | 16,019,256 | 6,445,599 | |||||||||||||||||||
Stock options awarded | 54,000 | 821,998 | 235,109 | ||||||||||||||||||||
Weighted Average Exercise Price, Granted | $ 0.61 | $ 10.01 | $ 2.77 | ||||||||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||||||||||
Addendum To Letter Agreements Description | Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares | Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses, incurred in 2024, and owed under the Roth Engagement Agreements (collectively, the “Roth Fee”), the Company (i) issued to Roth 175,000 shares (the “Roth Shares”) of the Company’s Class A Common Stock on February 2, 2024, and (ii) on or before June 30, 2024, will pay to Roth an amount in cash equal to $300,000 or, if the Company determines that such payment should not be made in cash due to the Company’s cash position at such time, issue to Roth a number of shares of Class A Common Stock equal to $300,000 divided by the daily VWAP for the trading day immediately preceding June 30, 2024 (any such shares, the “Additional Roth Shares”). The Company registered the Roth Shares and 600,000 shares of Class A Common Stock (in addition to the Roth Shares) on a registration statement to cover any issuances of Additional Roth Shares | |||||||||||||||||||||
Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal amount | 3,500,000 | ||||||||||||||||||||||
Pre paid Aadvance funded on merger | $ 2,000,000 | ||||||||||||||||||||||
Discount on pre paid advance funded on merger | 10% | ||||||||||||||||||||||
Pre paid advance funded on registration | $ 1,500,000 | ||||||||||||||||||||||
Discount on pre paid advance funded on registration | 10% | ||||||||||||||||||||||
Percentage of excess shares issued and outstanding | 19.99% | ||||||||||||||||||||||
Increased principal amount agreed to advance | $ 1,000,000 | ||||||||||||||||||||||
Aggregate principal amount. | $ 4,500,000 | ||||||||||||||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,500,000 | |||||||||||||||||||
Yorkville Convertible Note Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Convertible note, term | On January 24, 2024, Yorkville provided the Company with a waiver with respect to the triggering of an amortization event in January 2024, in terms of the Yorkville Convertible Note Agreement, which would have required the Company to make monthly repayments of amounts outstanding under the Yorkville Convertible Note, with each monthly repayment to be in an amount equal to the sum of (x) $1,000,000, plus (y) 10% in respect of such amount, and (z) all outstanding accrued and unpaid interest as of each payment date. As a result of the waiver, no repayments were required by the Company, and the floor price | ||||||||||||||||||||||
Roth Addendum To Letter Agreements [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued to GEM, shares | 175,000 | ||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Units, Granted | 673,253 | ||||||||||||||||||||||
Debt Repayment Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Repayment Agreement Description | On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the “Debt Repayment Agreement”) acknowledging as of the effective date of the Debt Repayment Agreement, that the February Promissory Note had been fully repaid and as of the effective date, $2,800,000 of principal remains outstanding under the Yorkville Promissory Notes. Pursuant to the Debt Repayment Agreement, Yorkville shall not (i) deliver any Investor Notice (as defined above pursuant to the SEPA), or (ii) exercise its right to convert all or any portion of any outstanding Promissory Notes after the effective date, for the duration of the standstill period (the “Standstill”). The Standstill is such that within three (3) business days upon the closing of a registered offering, the Company shall (i) pay to Yorkville certain repayment proceeds against outstanding Promissory Notes then-outstanding, and (ii) deliver to Yorkville an Advance Notice. Yorkville has agreed that on the date of such a closing of a registered offering, for ninety (90) days after the closing, (A) it will (i) deliver to the Company and Investor Notice pursuant to the SEPA, or (ii) exercise its Conversion Right and (B) any obligation of the Company to make any monthly payments of the Promissory Notes shall be suspended for the duration of the Standstill period. Additionally, the Company and Yorkville have agreed that upon commencement of the Standstill period, the Floor Price pursuant to the then-outstanding Promissory Notes, shall be adjusted to a price to be mutually agreed between the Company and Yorkville, and upon commencement of the Standstill period, the maturity date of each of the then-outstanding Promissory Notes shall be extended by one hundred and twenty (120) days after the closing of such a registered offering. | ||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 17,910,455 | 13,708,122 | |||||||||||||||||||||
Debt Repayment Agreement Description | 13,708,122 | 2,560,926 | |||||||||||||||||||||
Common Class A [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 300,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||||||||||||
Common Class A [Member] | Roth Addendum To Letter Agreements [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued to GEM, shares | 175,000 | ||||||||||||||||||||||
Shares issued, shares | $ 300,000 | ||||||||||||||||||||||
Shares issued, cash | $ 300,000 | ||||||||||||||||||||||
Stock issued during period shares additional shares | 600,000 | ||||||||||||||||||||||
Common Class A [Member] | Conversion Of 7Gc Promissory Notes [Member] | Sponsor Member | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued to GEM, shares | 890,611 | ||||||||||||||||||||||
Gem Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal amount | 1,000,000 | ||||||||||||||||||||||
Monthly installments | 100,000 | ||||||||||||||||||||||
Cash agreed to pay | $ 1,200,000 | ||||||||||||||||||||||
Gem Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issuable under the terms of promissory note | 2,000,000 | ||||||||||||||||||||||
Shares issued under the terms of promissory note | 139,470 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued to GEM, shares | 175,000 | ||||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | $ 50,000,000 | ||||||||||||||||||||||
Total assets and total revenue | 50,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Yorkville Standby Equity Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Increased principal amount agreed to advance | $ 1,500,000 | 1,000,000 | |||||||||||||||||||||
Aggregate principal amount. | $ 4,500,000 | $ 4,500,000 | |||||||||||||||||||||
Discount on additional pre paid advance amount | 10% | 10% | |||||||||||||||||||||
Principal amount | $ 1,500,000 | $ 1,000,000 | |||||||||||||||||||||
Debt instrument, maturity date | Jun. 14, 2024 | Jun. 14, 2024 | |||||||||||||||||||||
Debt instrument, interest rate | 0% | 0% | |||||||||||||||||||||
Subsequent Event [Member] | Yorkville Convertible Note Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Monthly installments | $ 1,000,000 | ||||||||||||||||||||||
Percentage of outstanding monthly repayments | 10% | ||||||||||||||||||||||
Repayments | $ 0 | ||||||||||||||||||||||
Subsequent Event [Member] | Yorkville SEPA Advance Purchase Notices [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase of common shares | 344,377 | ||||||||||||||||||||||
Purchase of common shares | $ 300,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Pre Paid Yorkville Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase of common shares | 1,889,358 | ||||||||||||||||||||||
Purchase of common shares | $ 1,200,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Yorkville Deferred Fee Settlement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase of common shares | 710,025 | ||||||||||||||||||||||
Purchase of common shares | $ 500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Gem Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||||
Monthly installments | 100,000 | ||||||||||||||||||||||
Cash agreed to pay | $ 1,200,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Marketing Services Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 153,492 | ||||||||||||||||||||||
Ordinary shares issued value | $ 200,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Yorkville SEPA Advance Purchase Notices [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.7616 | ||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Yorkville Deferred Fee Settlement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.6330 | $ 0.6330 | |||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Yorkville SEPA Advance Purchase Notices [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument conversion price per share | $ 1.2229 | ||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Yorkville Deferred Fee Settlement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.7042 | $ 0.7042 | |||||||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | 2023 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Weighted Average Exercise Price, Granted | $ 1 | ||||||||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | 2023 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Weighted Average Exercise Price, Granted | $ 5 | ||||||||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock options awarded | 1,200,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Option [Member] | 2023 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock vesting term | 4 years | ||||||||||||||||||||||
Common stock vesting term | 10 years | ||||||||||||||||||||||
Subsequent Event [Member] | Employees And Outside Contractors [Member] | 2023 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock options awarded | 144,500 | ||||||||||||||||||||||
Subsequent Event [Member] | Employees And Outside Contractors [Member] | Share-Based Payment Arrangement, Option [Member] | 2023 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock vesting term | 4 years | ||||||||||||||||||||||
Common stock vesting term | 10 years | ||||||||||||||||||||||
Subsequent Event [Member] | Employees And Outside Contractors [Member] | Restricted Stock Units (RSUs) [Member] | 2023 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Common stock vesting term | 4 years | ||||||||||||||||||||||
Units, Granted | 219,290 | ||||||||||||||||||||||
Subsequent Event [Member] | Debt Repayment Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Principal amount outstanding | $ 2,800,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Repayment Agreement Description | 320,000 | ||||||||||||||||||||||
Forfeiture of common stock shares | 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Roth Addendum To Letter Agreements [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued, shares | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||
Shares issued, cash | $ 300,000 | ||||||||||||||||||||||
Stock issued during period shares additional shares | 600,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Conversion Of 7Gc Promissory Notes [Member] | Sponsor Member | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Shares issued to GEM, shares | 890,611 | ||||||||||||||||||||||
Subsequent Event [Member] | Gem Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 260,443 | ||||||||||||||||||||||
Shares issuable under the terms of promissory note | 2,000,000 | ||||||||||||||||||||||
Shares issued under the terms of promissory note | 139,470 | ||||||||||||||||||||||
Subsequent Event [Member] | Standby Equity Purchase Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 334,336 | ||||||||||||||||||||||
Purchase amount | $ 100,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.2991 | ||||||||||||||||||||||
Offset amount | $ 100,000 | ||||||||||||||||||||||
Alco November Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument, maturity date range, end | May 31, 2024 | ||||||||||||||||||||||
Pre Paid Yorkville Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Purchase of common shares | 360,136 | ||||||||||||||||||||||
Purchase of common shares | $ 100,000 | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.28 |
Summary of Changes in Allowance
Summary of Changes in Allowance for Credit Losses (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Subsequent Events [Abstract] | |
Balance-January 1, 2023 | $ 107,860 |
Change in provision for credit losses | (102,112) |
Balance-December 31, 2023 | $ 5,748 |
Summary of Capitalized Deferred
Summary of Capitalized Deferred Offering Costs (Details) - USD ($) | Dec. 31, 2023 | Dec. 14, 2023 | Dec. 31, 2022 |
Total deferred offering costs capitalized | $ 3,233,097 | $ 1,524,934 | |
SPAC Related Legal Fees [Member] | |||
Total deferred offering costs capitalized | 2,973,077 | 1,264,914 | |
Investment Bank Advisory Services [Member] | |||
Total deferred offering costs capitalized | 135,000 | 135,000 | |
Federal Trade Commission Filing Fees [Member] | |||
Total deferred offering costs capitalized | $ 125,020 | $ 125,020 |
Schedule of Reconciliation of t
Schedule of Reconciliation of the Merger to the Company's Consolidated Cash Flows (Details) - Recapitalization [Member] | Dec. 14, 2023 USD ($) |
Reclassification [Line Items] | |
Deferred underwriting fees assumed | $ 4,000,000 |
Convertible notes payable assumed | 2,550,000 |
Warrant liabilities assumed | 460,000 |
Less: effect on equity | (14,625,462) |
Effect of reverse recapitalization, net of transaction costs | $ (7,615,462) |
Schedule of Reconciliation of_2
Schedule of Reconciliation of the Merger to the Company’s Statements of Changes in Stockholders’ Deficit (Details) - Recapitalization [Member] | Dec. 14, 2023 USD ($) |
Reclassification [Line Items] | |
Cash | $ 197,166 |
Non-cash net working capital assumed | (7,812,628) |
Deferred underwriting fees assumed | (4,000,000) |
Convertible notes payable assumed | (2,550,000) |
Fair value of assumed warrant liabilities | (460,000) |
Transaction costs | (3,233,097) |
Effect of reverse recapitalization | $ (17,858,559) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | Dec. 14, 2023 USD ($) | |
Product Information [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Allowance for credit losses | $ 3,557 | 5,748 | 107,860 | ||
Bad debt expenses for accounts receivable | $ 65,013 | 142,162 | |||
Number of operating segments | Integer | 1 | ||||
Goodwill, impairment loss | $ 0 | 0 | |||
Deferred offering costs | 1,524,934 | $ 3,233,097 | |||
Revenue | $ 1,079,472 | $ 1,177,061 | 4,561,300 | 5,332,979 | |
Advertising costs | $ 941,737 | 783,764 | |||
Three Customers [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 259,635 | ||||
Customer Concentration Risk [Member] | Customer One [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 21% | ||||
Customer Concentration Risk [Member] | Customer Two [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 16% | ||||
Customer Concentration Risk [Member] | Customer Three [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Customer Concentration Risk [Member] | Three Customers [Member] | Accounts Receivable [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 47% | ||||
Computer Equipment [Member] | |||||
Product Information [Line Items] | |||||
Property and equipment estimated useful lives | 3 years |
Asset Disposal (Details Narrati
Asset Disposal (Details Narrative) - USD ($) | Jul. 01, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 14, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
High Attendance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cancellation of shares | 81,908 | ||||
Liabilities relating to purchased assets | $ 17,500 | ||||
Gain (loss) from cancellation of shares | $ 0 | ||||
High Attendance [Member] | Common Class A [Member] | Restricted Stock [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cancellation of shares | 81,908 | ||||
Common stock par value | $ 0.0001 | ||||
Common stock vesting term | 24 months |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (26,223) | $ (19,063) | |
Property and equipment, net | $ 3,080 | 4,644 | 11,803 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Computers and equipment | $ 30,867 | $ 30,866 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,564 | $ 2,404 | $ 7,160 | $ 9,588 |
Summary of Goodwill (Details)
Summary of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, balance | $ 2,171,526 | $ 2,171,526 |
Impairment | 0 | 0 |
Goodwill, balance | $ 2,171,526 | $ 2,171,526 |
Summary of Accrued and Other Cu
Summary of Accrued and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accrued legal costs | $ 153,884 | $ 2,694,439 | $ 31,355 |
Accrued accounting and professional services costs | 2,162,984 | 1,511,889 | 94,573 |
Sales tax payable | 338,402 | 314,873 | 230,617 |
Excise tax payable | 223,717 | 223,717 | |
Accrued payroll and benefit costs | 93,513 | 185,504 | 95,947 |
Deposits | 54,102 | 54,102 | |
Accrued streaming service costs | 56,380 | 37,765 | |
Accrued subscription costs | 489,972 | 22,110 | 28,774 |
Accrued offering costs | 261,090 | ||
Other current liabilities | 289,760 | 149,841 | 3,017 |
Total accrued expenses and other current liabilities | $ 3,862,714 | $ 5,194,240 | $ 745,373 |
Schedule of Related Party and T
Schedule of Related Party and Third Related Party Convertible Notes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Face value of the convertible notes | $ 6,783,538 | $ 4,200,538 |
Debt discount, net | (131,867) | (849,656) |
Carrying value of the convertible notes | 6,651,671 | 3,350,882 |
Accrued interest | 619,697 | 155,626 |
Conversion of convertible notes | (7,271,368) | |
Total convertible notes and accrued interest | 3,506,508 | |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Face value of the convertible notes | 3,196,206 | 1,761,206 |
Debt discount, net | (83,688) | (398,034) |
Carrying value of the convertible notes | 3,112,518 | 1,363,172 |
Accrued interest | 233,714 | 45,654 |
Conversion of convertible notes | (3,346,232) | |
Total convertible notes and accrued interest | $ 1,408,826 |
Summary of Term Notes (Details)
Summary of Term Notes (Details) - Loan agreement with cpbf Lending Llc [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Face value of the CB BF term note | $ 6,500,000 | $ 6,500,000 |
Debt discount, net | (129,586) | (192,911) |
Carrying value of the CB BF term note | 6,370,414 | 6,307,089 |
Accrued interest | 289,373 | 186,962 |
Total CB BF term note and accrued interest | $ 6,659,787 | $ 6,494,051 |
Schedule of US Federal Income T
Schedule of US Federal Income Tax Rate to the Company's Effective Tax Rate (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Statutory federal income tax benefit | $ (3,025,315) | $ (3,248,385) | ||
Statutory federal income tax benefit, percentage | 21% | 21% | ||
State taxes, net of federal tax benefit | $ (219,705) | $ (327,095) | ||
State taxes, net of federal tax benefit, percentage | 1.50% | 2.10% | ||
Change in valuation allowance | $ 2,079,231 | $ 1,435,041 | ||
Change in valuation allowance, percentage | (14.40%) | (9.30%) | ||
Change in state tax rate | $ 462,709 | $ 13,055 | ||
Change in state tax rate, percentage | (3.20%) | (0.10%) | ||
Change in fair value estimates | $ (2,050,026) | $ 1,610,993 | ||
Change in fair value estimates, percentage | 14.20% | (10.40%) | ||
Non-deductible interest-IRC 163(j) | $ 738,993 | |||
Non-deductible interest - IRC 163(j), percentage | (5.10%) | 0% | ||
Non-deductible transaction restructuring costs | $ 1,313,792 | |||
Non-deductible transaction | (9.10%) | 0% | ||
Nondeductible warrant issuance expense | $ 552,321 | |||
Nondeductible warrant issuance expense, percentage | (3.80%) | 0% | ||
Other non-deductible expenses | $ 148,000 | $ 516,391 | ||
Other non-deductible expenses, percentage | (1.00%) | (3.30%) | ||
Effective tax rate | $ (933) | $ 3,277 | ||
Effective tax rate, percentage | 0% | 0% |
Schedule of Components of Incom
Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Current | ||||
Deferred | ||||
Current | ||||
Deferred | ||||
Total | $ (933) | $ 3,277 |
Schedule of Temporary Differenc
Schedule of Temporary Differences that Give Rise to Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 6,368,669 | $ 3,744,512 |
Contribution carryforwards | 24,626 | 20,837 |
Stock-based compensation | 155,404 | 25,216 |
Accrual to cash adjustment | 1,299 | 482,109 |
Startup costs | 1,816,143 | |
Lease Liabilities | 52,805 | 119,971 |
Right of use assets | (30,236) | (71,024) |
Capitalized R&D costs (Sec. 174) | 798,802 | 451,195 |
Other | (3,363) | 696 |
Deferred tax assets gross | 9,184,149 | 4,773,512 |
Valuation allowance | (9,184,149) | (4,773,512) |
Deferred tax assets, net of allowance |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of operating segments | 1 | |
Number of reporting segments | 1 | |
Impairment of goodwill | $ | $ 0 | $ 0 |