false 0001826011 http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 0001826011 2025-01-01 2025-09-30 0001826011 dei:BusinessContactMember 2025-01-01 2025-09-30 0001826011 2025-09-30 0001826011 2024-12-31 0001826011 us-gaap:RelatedPartyMember 2025-09-30 0001826011 us-gaap:RelatedPartyMember 2024-12-31 0001826011 us-gaap:NonrelatedPartyMember 2025-09-30 0001826011 us-gaap:NonrelatedPartyMember 2024-12-31 0001826011 BNZI:YorkvilleMember 2025-09-30 0001826011 BNZI:YorkvilleMember 2024-12-31 0001826011 BNZI:ReverseStockSplitMember 2024-12-31 0001826011 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:RelatedPartyMember 2024-12-31 0001826011 us-gaap:RelatedPartyMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember BNZI:YorkvilleMember 2024-12-31 0001826011 BNZI:YorkvilleMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:NonrelatedPartyMember 2024-12-31 0001826011 us-gaap:NonrelatedPartyMember 2023-12-31 0001826011 us-gaap:CommonClassAMember 2025-09-30 0001826011 us-gaap:CommonClassAMember 2024-12-31 0001826011 us-gaap:CommonClassBMember 2025-09-30 0001826011 us-gaap:CommonClassBMember 2024-12-31 0001826011 us-gaap:CommonClassAMember 2023-12-31 0001826011 us-gaap:CommonClassBMember 2023-12-31 0001826011 us-gaap:CommonClassAMember BNZI:ReverseStockSplitMember 2024-12-31 0001826011 us-gaap:CommonClassBMember BNZI:ReverseStockSplitMember 2024-12-31 0001826011 2025-07-01 2025-09-30 0001826011 2024-07-01 2024-09-30 0001826011 2024-01-01 2024-09-30 0001826011 us-gaap:RelatedPartyMember 2025-07-01 2025-09-30 0001826011 us-gaap:RelatedPartyMember 2024-07-01 2024-09-30 0001826011 us-gaap:RelatedPartyMember 2025-01-01 2025-09-30 0001826011 us-gaap:RelatedPartyMember 2024-01-01 2024-09-30 0001826011 us-gaap:NonrelatedPartyMember 2025-07-01 2025-09-30 0001826011 us-gaap:NonrelatedPartyMember 2024-07-01 2024-09-30 0001826011 us-gaap:NonrelatedPartyMember 2025-01-01 2025-09-30 0001826011 us-gaap:NonrelatedPartyMember 2024-01-01 2024-09-30 0001826011 2024-01-01 2024-12-31 0001826011 2023-01-01 2023-12-31 0001826011 us-gaap:NonrelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-12-31 0001826011 us-gaap:CommonStockMember 2024-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001826011 us-gaap:RetainedEarningsMember 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-03-31 0001826011 us-gaap:CommonStockMember 2025-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001826011 us-gaap:RetainedEarningsMember 2025-03-31 0001826011 2025-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-06-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-06-30 0001826011 us-gaap:CommonStockMember 2025-06-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001826011 us-gaap:RetainedEarningsMember 2025-06-30 0001826011 2025-06-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-12-31 0001826011 us-gaap:CommonStockMember 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001826011 us-gaap:RetainedEarningsMember 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-03-31 0001826011 us-gaap:CommonStockMember 2024-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001826011 us-gaap:RetainedEarningsMember 2024-03-31 0001826011 2024-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-06-30 0001826011 us-gaap:CommonStockMember 2024-06-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001826011 us-gaap:RetainedEarningsMember 2024-06-30 0001826011 2024-06-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2022-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2022-12-31 0001826011 us-gaap:CommonStockMember 2022-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001826011 us-gaap:RetainedEarningsMember 2022-12-31 0001826011 2022-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:CommonStockMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:RetainedEarningsMember 2023-12-31 0001826011 BNZI:ReverseStockSplitMember 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-01-01 2025-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-01-01 2025-03-31 0001826011 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001826011 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001826011 2025-01-01 2025-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-04-01 2025-06-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-04-01 2025-06-30 0001826011 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001826011 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001826011 2025-04-01 2025-06-30 0001826011 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2025-04-01 2025-06-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-07-01 2025-09-30 0001826011 us-gaap:CommonStockMember 2025-07-01 2025-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-07-01 2025-09-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-01 2025-09-30 0001826011 us-gaap:RetainedEarningsMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:CommonStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:RetainedEarningsMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:CommonStockMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:RetainedEarningsMember BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 BNZI:ThreeILPMember 2025-07-01 2025-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001826011 us-gaap:CommonStockMember us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001826011 us-gaap:RetainedEarningsMember us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001826011 us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:YorkvilleMember 2024-01-01 2024-03-31 0001826011 us-gaap:CommonStockMember BNZI:YorkvilleMember 2024-01-01 2024-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:YorkvilleMember 2024-01-01 2024-03-31 0001826011 us-gaap:RetainedEarningsMember BNZI:YorkvilleMember 2024-01-01 2024-03-31 0001826011 BNZI:YorkvilleMember 2024-01-01 2024-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-01-01 2024-03-31 0001826011 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001826011 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001826011 2024-01-01 2024-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:GemMember 2024-01-01 2024-03-31 0001826011 us-gaap:CommonStockMember BNZI:GemMember 2024-01-01 2024-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:GemMember 2024-01-01 2024-03-31 0001826011 us-gaap:RetainedEarningsMember BNZI:GemMember 2024-01-01 2024-03-31 0001826011 BNZI:GemMember 2024-01-01 2024-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-04-01 2024-06-30 0001826011 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001826011 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001826011 2024-04-01 2024-06-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-07-01 2024-09-30 0001826011 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001826011 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:YorkvilleMember 2024-07-01 2024-09-30 0001826011 us-gaap:CommonStockMember BNZI:YorkvilleMember 2024-07-01 2024-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:YorkvilleMember 2024-07-01 2024-09-30 0001826011 us-gaap:RetainedEarningsMember BNZI:YorkvilleMember 2024-07-01 2024-09-30 0001826011 BNZI:YorkvilleMember 2024-07-01 2024-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:GemMember 2024-07-01 2024-09-30 0001826011 us-gaap:CommonStockMember BNZI:GemMember 2024-07-01 2024-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:GemMember 2024-07-01 2024-09-30 0001826011 us-gaap:RetainedEarningsMember BNZI:GemMember 2024-07-01 2024-09-30 0001826011 BNZI:GemMember 2024-07-01 2024-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2023-01-01 2023-12-31 0001826011 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001826011 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:CommonStockMember us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:RetainedEarningsMember us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:CommonStockMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:RetainedEarningsMember us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 us-gaap:CommonStockMember BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 BNZI:YorkvilleMember 2023-01-01 2023-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:CommonStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:AdditionalPaidInCapitalMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:RetainedEarningsMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:ReverseStockSplitMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-09-30 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-09-30 0001826011 us-gaap:CommonStockMember 2025-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-09-30 0001826011 us-gaap:RetainedEarningsMember 2025-09-30 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-09-30 0001826011 us-gaap:CommonStockMember 2024-09-30 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001826011 us-gaap:RetainedEarningsMember 2024-09-30 0001826011 2024-09-30 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:CommonStockMember 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001826011 BNZI:ReverseStockSplitMember us-gaap:RetainedEarningsMember 2024-12-31 0001826011 BNZI:JVBFinancialGroupLlcMember 2025-01-01 2025-09-30 0001826011 BNZI:JVBFinancialGroupLlcMember 2024-01-01 2024-09-30 0001826011 BNZI:CPBFLendingLLCMember 2025-01-01 2025-09-30 0001826011 BNZI:CPBFLendingLLCMember 2024-01-01 2024-09-30 0001826011 BNZI:YorkvilleMember 2025-01-01 2025-09-30 0001826011 BNZI:YorkvilleMember 2024-01-01 2024-09-30 0001826011 BNZI:GemMember 2024-01-01 2024-12-31 0001826011 BNZI:GemMember 2023-01-01 2023-12-31 0001826011 BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:CpBfConvertibleNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:CpBfConvertibleNotesMember 2023-01-01 2023-12-31 0001826011 2015-09-30 2015-09-30 0001826011 BNZI:BanzaiInternationalIncMember 2025-01-01 2025-03-31 0001826011 2024-09-16 2024-09-16 0001826011 us-gaap:CustomerRelationshipsMember 2025-09-30 0001826011 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2025-01-01 2025-09-30 0001826011 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2025-01-01 2025-09-30 0001826011 us-gaap:TradeNamesMember 2025-09-30 0001826011 srt:MinimumMember us-gaap:TradeNamesMember 2025-01-01 2025-09-30 0001826011 srt:MaximumMember us-gaap:TradeNamesMember 2025-01-01 2025-09-30 0001826011 us-gaap:TechnologyBasedIntangibleAssetsMember 2025-09-30 0001826011 srt:MinimumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2025-01-01 2025-09-30 0001826011 srt:MaximumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2025-01-01 2025-09-30 0001826011 us-gaap:CustomerRelationshipsMember 2024-12-31 0001826011 us-gaap:CustomerRelationshipsMember 2024-01-01 2024-12-31 0001826011 us-gaap:TradeNamesMember 2024-12-31 0001826011 us-gaap:TradeNamesMember 2024-01-01 2024-12-31 0001826011 us-gaap:TechnologyBasedIntangibleAssetsMember 2024-12-31 0001826011 us-gaap:TechnologyBasedIntangibleAssetsMember 2024-01-01 2024-12-31 0001826011 us-gaap:ComputerEquipmentMember 2025-03-31 0001826011 BNZI:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001826011 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-09-30 0001826011 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-09-30 0001826011 BNZI:PublicWarrantSharesMember 2025-01-01 2025-09-30 0001826011 BNZI:PublicWarrantSharesMember 2024-01-01 2024-09-30 0001826011 BNZI:GEMWarrantSharesMember 2025-01-01 2025-09-30 0001826011 BNZI:GEMWarrantSharesMember 2024-01-01 2024-09-30 0001826011 BNZI:CommonWarrantSharesMember 2025-01-01 2025-09-30 0001826011 BNZI:CommonWarrantSharesMember 2024-01-01 2024-09-30 0001826011 BNZI:PlacementAgentWarrantSharesMember 2025-01-01 2025-09-30 0001826011 BNZI:PlacementAgentWarrantSharesMember 2024-01-01 2024-09-30 0001826011 BNZI:PreFundedWarrantsMember 2025-01-01 2025-09-30 0001826011 BNZI:PreFundedWarrantsMember 2024-01-01 2024-09-30 0001826011 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001826011 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001826011 BNZI:PublicWarrantsMember 2024-01-01 2024-12-31 0001826011 BNZI:PublicWarrantsMember 2023-01-01 2023-12-31 0001826011 BNZI:GemWarrantsMember 2024-01-01 2024-12-31 0001826011 BNZI:GemWarrantsMember 2023-01-01 2023-12-31 0001826011 BNZI:CommonWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:CommonWarrantSharesMember 2023-01-01 2023-12-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2023-01-01 2023-12-31 0001826011 BNZI:VidelloLimitedMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:CommonClassAMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-01-31 0001826011 BNZI:VidelloMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloMember 2025-01-01 2025-09-30 0001826011 us-gaap:CommonClassAMember BNZI:OpenReelMember 2024-12-18 0001826011 us-gaap:CommonClassAMember BNZI:OpenReelMember BNZI:PreFundedWarrantMember 2024-12-18 0001826011 BNZI:OpenReelMember BNZI:PreFundedWarrantMember 2024-12-18 0001826011 BNZI:OpenReelMember BNZI:PreFundedWarrantMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember srt:MinimumMember 2024-12-18 0001826011 BNZI:OpenReelMember srt:MaximumMember 2024-12-18 0001826011 us-gaap:CommonClassAMember BNZI:OpenReelMember 2024-12-18 2024-12-18 0001826011 BNZI:SeriesFEPreferredStockMember BNZI:OpenReelMember 2024-12-18 2024-12-18 0001826011 BNZI:SeriesFEPreferredStockMember BNZI:OpenReelMember 2024-12-18 0001826011 BNZI:OpenReelMember 2024-12-18 0001826011 BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 BNZI:VidelloMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:CommonStockMember 2025-01-31 2025-01-31 0001826011 BNZI:OpenReelMember us-gaap:CommonStockMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember BNZI:PreFundedWarrantsMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember us-gaap:PreferredStockMember 2024-12-18 2024-12-18 0001826011 BNZI:VidelloMember 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:CustomerRelationshipsMember 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:TradeNamesMember 2025-01-31 0001826011 BNZI:VidelloMember BNZI:DevelopedTechnologyMember 2025-01-31 0001826011 2025-01-31 0001826011 BNZI:OpenReelMember us-gaap:CustomerRelationshipsMember 2024-12-18 0001826011 BNZI:OpenReelMember us-gaap:TradeNamesMember 2024-12-18 0001826011 BNZI:OpenReelMember us-gaap:TechnologyBasedIntangibleAssetsMember 2024-12-18 0001826011 BNZI:VidelloMember us-gaap:CustomerRelationshipsMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:TradeNamesMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:TechnologyBasedIntangibleAssetsMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:TechnologyBasedIntangibleAssetsMember srt:MinimumMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloMember us-gaap:TechnologyBasedIntangibleAssetsMember srt:MaximumMember 2025-01-31 2025-01-31 0001826011 BNZI:OpenReelMember us-gaap:CustomerRelationshipsMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember us-gaap:TradeNamesMember 2024-12-18 2024-12-18 0001826011 BNZI:OpenReelMember us-gaap:TechnologyBasedIntangibleAssetsMember 2024-12-18 2024-12-18 0001826011 BNZI:VidelloMember 2024-01-01 2024-09-30 0001826011 BNZI:OpenReelMember 2023-01-01 2023-12-31 0001826011 BNZI:SponsorMember BNZI:SevenGcCoHoldingsIncMember 2023-12-31 0001826011 2024-09-05 2024-09-05 0001826011 2024-09-23 0001826011 srt:ChiefExecutiveOfficerMember 2024-09-12 2024-09-12 0001826011 BNZI:SevenGcCoHoldingsIncMember BNZI:WorkingCapitalDrawdownsAndExtensionDrawdownsMember BNZI:SponsorMember 2022-12-21 0001826011 BNZI:SevenGcCoHoldingsIncMember 2022-12-21 0001826011 BNZI:SevenGcCoHoldingsIncMember BNZI:WorkingCapitalLoansMember 2023-10-03 0001826011 BNZI:SevenGcCoHoldingsIncMember 2024-02-02 0001826011 BNZI:SevenGcCoHoldingsIncMember 2023-12-31 0001826011 BNZI:SharePurchaseAgreementMember 2024-09-23 0001826011 BNZI:DemioMember 2025-01-01 2025-09-30 0001826011 BNZI:ReachMember 2025-01-01 2025-09-30 0001826011 BNZI:OpenReelMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloMember 2025-01-01 2025-09-30 0001826011 BNZI:DemioMember 2024-01-01 2024-12-31 0001826011 BNZI:ReachMember 2024-01-01 2024-12-31 0001826011 BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 srt:AmericasMember 2025-07-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2025-07-01 2025-09-30 0001826011 srt:AmericasMember 2024-07-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2024-07-01 2024-09-30 0001826011 us-gaap:EMEAMember 2025-07-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2025-07-01 2025-09-30 0001826011 us-gaap:EMEAMember 2024-07-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2024-07-01 2024-09-30 0001826011 srt:AsiaPacificMember 2025-07-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2025-07-01 2025-09-30 0001826011 srt:AsiaPacificMember 2024-07-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2024-07-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2025-07-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2024-07-01 2024-09-30 0001826011 srt:AmericasMember 2025-01-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2025-01-01 2025-09-30 0001826011 srt:AmericasMember 2024-01-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2024-01-01 2024-09-30 0001826011 us-gaap:EMEAMember 2025-01-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2025-01-01 2025-09-30 0001826011 us-gaap:EMEAMember 2024-01-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2024-01-01 2024-09-30 0001826011 srt:AsiaPacificMember 2025-01-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2025-01-01 2025-09-30 0001826011 srt:AsiaPacificMember 2024-01-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2024-01-01 2024-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2025-01-01 2025-09-30 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2024-01-01 2024-09-30 0001826011 srt:AmericasMember 2024-01-01 2024-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2024-01-01 2024-12-31 0001826011 srt:AmericasMember 2023-01-01 2023-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AmericasMember 2023-01-01 2023-12-31 0001826011 us-gaap:EMEAMember 2024-01-01 2024-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2024-01-01 2024-12-31 0001826011 us-gaap:EMEAMember 2023-01-01 2023-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember us-gaap:EMEAMember 2023-01-01 2023-12-31 0001826011 srt:AsiaPacificMember 2024-01-01 2024-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2024-01-01 2024-12-31 0001826011 srt:AsiaPacificMember 2023-01-01 2023-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember srt:AsiaPacificMember 2023-01-01 2023-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2024-01-01 2024-12-31 0001826011 us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember BNZI:CustomerMember 2023-01-01 2023-12-31 0001826011 BNZI:PublicWarrantsLiabilityMember 2025-01-01 2025-09-30 0001826011 BNZI:GemWarrantsLiabilityMember 2025-01-01 2025-09-30 0001826011 BNZI:DiagonalConvertibleNotesMember 2025-01-01 2025-09-30 0001826011 BNZI:PublicWarrantsLiabilityMember 2024-01-01 2024-12-31 0001826011 BNZI:GemWarrantsLiabilityMember 2024-01-01 2024-12-31 0001826011 BNZI:DiagonalConvertibleNotesMember 2024-01-01 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:VidelloMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:VidelloMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel1Member 2025-09-30 0001826011 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:RelatedPartyMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:RelatedPartyMember 2023-12-31 0001826011 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:OpenReelMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:OpenReelMember 2023-12-31 0001826011 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001826011 BNZI:PublicWarrantsMember 2025-09-30 0001826011 BNZI:PublicWarrantsMember 2024-12-31 0001826011 BNZI:PublicWarrantsMember 2025-01-01 2025-09-30 0001826011 us-gaap:ConvertibleDebtMember 2025-01-01 2025-09-30 0001826011 BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-06-27 0001826011 BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember srt:MaximumMember 2025-06-27 0001826011 BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-06-27 2025-06-27 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-06-27 2025-06-27 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-09-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-01-01 2025-09-30 0001826011 BNZI:PrivatePlacementNotesMember BNZI:PurchaseAgreementMember BNZI:AugustTwoThousandTwentyFiveNoteMember 2025-08-19 0001826011 BNZI:PrivatePlacementNotesMember BNZI:PurchaseAgreementMember BNZI:AugustTwoThousandTwentyFiveNoteMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember BNZI:AugustTwoThousandTwentyFiveNoteMember 2025-09-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember BNZI:AugustTwoThousandTwentyFiveNoteMember 2025-01-01 2025-09-30 0001826011 BNZI:PublicWarrantsMember BNZI:ReverseStockSplitMember 2024-12-31 0001826011 BNZI:PublicWarrantsMember 2023-12-31 0001826011 BNZI:PublicWarrantsMember 2024-01-01 2024-12-31 0001826011 us-gaap:ConvertibleDebtMember 2024-01-01 2024-12-31 0001826011 BNZI:SimpleAgreementsForFutureEquityMember 2021-01-01 2021-12-31 0001826011 BNZI:SimpleAgreementsForFutureEquityMember 2021-12-31 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2024-12-31 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-01-01 2025-03-31 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-03-31 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-04-01 2025-06-30 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-06-30 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-07-01 2025-09-30 0001826011 BNZI:PublicWarrantsLiabilityMember us-gaap:FairValueInputsLevel1Member 2025-09-30 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-07-01 2025-09-30 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0001826011 us-gaap:FairValueInputsLevel1Member BNZI:PublicWarrantsLiabilityMember 2023-12-31 0001826011 us-gaap:FairValueInputsLevel1Member BNZI:PublicWarrantsLiabilityMember 2024-01-01 2024-12-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2025-01-01 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2023-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2024-01-01 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-01-01 2025-03-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-03-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-04-01 2025-06-30 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-06-30 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-07-01 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:CpBfConvertibleNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:MarchTwoThousandTwentyFiveAgileNoteMember us-gaap:MeasurementInputExpectedTermMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-09-30 0001826011 BNZI:MarchTwoThousandTwentyFiveAgileNoteMember us-gaap:MeasurementInputExpectedTermMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-03-31 0001826011 BNZI:JuneTwoThousandTwentyFiveAgileNoteMember us-gaap:MeasurementInputExpectedTermMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-09-30 0001826011 BNZI:JuneTwoThousandTwentyFiveAgileNoteMember us-gaap:MeasurementInputExpectedTermMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-06-12 0001826011 BNZI:MarchTwoThousandTwentyFiveAgileNoteMember BNZI:MeasurementInputInterestRateMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-09-30 0001826011 BNZI:MarchTwoThousandTwentyFiveAgileNoteMember BNZI:MeasurementInputInterestRateMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-03-31 0001826011 BNZI:JuneTwoThousandTwentyFiveAgileNoteMember BNZI:MeasurementInputInterestRateMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2025-09-30 0001826011 BNZI:JuneTwoThousandTwentyFiveAgileNoteMember us-gaap:MeasurementInputExpectedTermMember BNZI:MeasurementInputInterestRateMember 2025-06-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:April1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-04-17 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:May1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-05-09 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:July1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-07-23 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-30 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:February1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-09-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:JulyAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-07-22 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:JulyAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:SeptemberAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-09-13 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:SeptemberAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:DecemberAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:DecemberAgileNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:JulyAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-07-22 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:JulyAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:SeptemberAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-09-13 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:SeptemberAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:DecemberAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-12-12 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:DecemberAgileNoteMember BNZI:MeasurementInputInterestRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember BNZI:MeasurementInputMaturityProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember BNZI:MeasurementInputDefaultProbabilityMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-08-16 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:August1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-09-24 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:September1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-10 0001826011 us-gaap:ValuationTechniqueOptionPricingModelMember BNZI:December1800DiagonalNoteMember us-gaap:MeasurementInputExpectedDividendRateMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember srt:MinimumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember srt:MaximumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2025-09-30 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember srt:MinimumMember 2025-09-30 0001826011 us-gaap:WarrantMember 2024-12-31 0001826011 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001826011 us-gaap:WarrantMember 2025-03-31 0001826011 us-gaap:WarrantMember 2025-04-01 2025-06-30 0001826011 us-gaap:WarrantMember 2025-06-30 0001826011 us-gaap:WarrantMember 2025-07-01 2025-09-30 0001826011 us-gaap:WarrantMember 2025-09-30 0001826011 us-gaap:ComputerEquipmentMember 2025-09-30 0001826011 us-gaap:ComputerEquipmentMember 2024-12-31 0001826011 us-gaap:ComputerEquipmentMember 2023-12-31 0001826011 BNZI:BanzaiOperatingMember 2024-12-31 0001826011 BNZI:VidelloMember 2024-12-31 0001826011 BNZI:OpenReelMember 2024-12-31 0001826011 BNZI:BanzaiOperatingMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloMember 2025-01-01 2025-09-30 0001826011 BNZI:OpenReelMember 2025-01-01 2025-09-30 0001826011 BNZI:BanzaiOperatingMember 2025-09-30 0001826011 BNZI:VidelloMember 2025-09-30 0001826011 BNZI:OpenReelMember 2025-09-30 0001826011 BNZI:BanzaiOperatingMember 2023-12-31 0001826011 BNZI:OpenReelMember 2023-12-31 0001826011 BNZI:BanzaiOperatingMember 2024-01-01 2024-12-31 0001826011 BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 srt:MaximumMember BNZI:GemAgreementMember BNZI:SharePurchaseAgreementMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember us-gaap:CommonClassAMember BNZI:GemWarrantMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember 2023-12-14 2023-12-14 0001826011 BNZI:GemAgreementMember 2024-02-05 2024-02-05 0001826011 BNZI:GemAgreementMember 2024-02-05 0001826011 us-gaap:CommonClassAMember BNZI:GemAgreementMember 2024-02-05 2024-02-05 0001826011 us-gaap:CommonClassAMember BNZI:GemAgreementMember us-gaap:CommonStockMember 2025-01-01 2025-09-30 0001826011 us-gaap:CommonClassAMember BNZI:GemAgreementMember 2025-09-30 0001826011 srt:MaximumMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 srt:MinimumMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 0001826011 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 2024-03-26 0001826011 BNZI:OriginalDebtRepaymentAgreementMember 2024-05-03 0001826011 BNZI:OriginalDebtRepaymentAgreementMember 2024-05-03 2024-05-03 0001826011 BNZI:OriginalDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-03 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-05-22 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-05-22 2024-05-22 0001826011 BNZI:FloorPriceReductionAgreementMember 2024-09-20 2024-09-20 0001826011 BNZI:FloorPriceReductionAgreementMember 2024-09-20 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:FloorPriceReductionAgreementMember 2024-09-20 2024-09-20 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:FloorPriceReductionAgreementMember 2024-09-20 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2024-09-20 2024-09-20 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2024-09-20 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 2024-05-22 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:FebruaryYorkvillePromissoryNoteMember 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:FebruaryYorkvillePromissoryNoteMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNoteMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MinimumMember 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-01-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-01-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-01-30 2025-01-30 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-16 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-16 2025-09-16 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-30 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-30 2025-09-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-09-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-07-01 2025-09-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-03-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-01-01 2025-03-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TermNoteMember 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember BNZI:ReverseStockSplitMember 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember 2025-01-01 2025-09-30 0001826011 BNZI:FirstAmendmentConvertibleNoteMember BNZI:CPBFLendingLLCMember 2022-10-10 0001826011 BNZI:CPBFLendingLLCMember us-gaap:MediumTermNotesMember 2024-09-30 0001826011 us-gaap:MediumTermNotesMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-07-01 2024-09-30 0001826011 us-gaap:MediumTermNotesMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-01-01 2024-09-30 0001826011 BNZI:TermNoteMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-07-01 2024-09-30 0001826011 BNZI:TermNoteMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-01-01 2024-09-30 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember 2024-09-30 0001826011 us-gaap:MediumTermNotesMember us-gaap:ConvertibleDebtMember 2024-07-01 2024-09-30 0001826011 us-gaap:MediumTermNotesMember us-gaap:ConvertibleDebtMember 2024-01-01 2024-09-30 0001826011 BNZI:TermNoteMember us-gaap:ConvertibleDebtMember 2024-07-01 2024-09-30 0001826011 BNZI:TermNoteMember us-gaap:ConvertibleDebtMember 2024-01-01 2024-09-30 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember us-gaap:RelatedPartyMember 2024-09-05 2024-09-05 0001826011 us-gaap:CommonStockMember BNZI:CPBFLendingLLCMember 2024-09-23 2024-09-23 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember BNZI:CPBFLendingLLCMember 2024-09-05 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember BNZI:CPBFLendingLLCMember 2024-09-05 2024-09-05 0001826011 BNZI:CPBFLendingLLCMember 2025-09-30 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-10-01 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember 2024-10-01 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember us-gaap:WarrantMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember BNZI:PreFundedWarrantsMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassBMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember 2024-09-24 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-24 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-09-30 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-30 0001826011 BNZI:LendingMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-07-01 2025-09-30 0001826011 BNZI:LendingMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-01-01 2025-09-30 0001826011 BNZI:SubordinatedBusinessLoanAndSecurityAgreementMember 2024-07-22 0001826011 BNZI:SubordinatedBusinessLoanAndSecurityAgreementMember 2024-07-22 2024-07-22 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:JulyAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:SeptemberAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:DecemberAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-30 0001826011 BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-01-01 2025-03-31 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-30 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-01-01 2025-03-31 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-12 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-12 2025-06-12 0001826011 BNZI:AgileTermNotesMember 2024-09-30 0001826011 BNZI:AgileTermNotesMember 2025-07-01 2025-09-30 0001826011 BNZI:AgileTermNotesMember 2025-01-01 2025-09-30 0001826011 BNZI:August1800DiagonalNoteMember 2024-08-16 0001826011 BNZI:August1800DiagonalNoteMember 2024-08-16 2024-08-16 0001826011 BNZI:AdditionalTrancheMember BNZI:August1800DiagonalNoteMember 2024-08-16 0001826011 BNZI:September1800DiagonalNoteMember 2024-09-24 0001826011 BNZI:September1800DiagonalNoteMember 2024-09-24 2024-09-24 0001826011 BNZI:September1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-23 0001826011 BNZI:September1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-23 2025-07-23 0001826011 BNZI:December1800DiagonalNoteMember 2024-12-10 0001826011 BNZI:December1800DiagonalNoteMember 2024-12-10 2024-12-10 0001826011 BNZI:December1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-22 0001826011 BNZI:December1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-22 2025-07-22 0001826011 BNZI:February1800DiagonalNoteMember 2025-02-07 0001826011 BNZI:February1800DiagonalNoteMember 2025-02-07 2025-02-07 0001826011 BNZI:February1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-08-11 0001826011 BNZI:February1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-08-11 2025-08-11 0001826011 BNZI:April1800DiagonalNoteMember 2025-04-17 0001826011 BNZI:April1800DiagonalNoteMember 2025-04-17 2025-04-17 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-22 2024-05-22 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-07-01 2025-09-30 0001826011 BNZI:AlcoMember 2022-03-31 0001826011 BNZI:AlcoMember us-gaap:SeriesAPreferredStockMember 2022-03-21 0001826011 BNZI:AlcoMember 2022-03-21 0001826011 BNZI:AlcoMember 2022-03-21 2022-03-21 0001826011 BNZI:AlcoMember 2022-01-01 2022-12-31 0001826011 BNZI:AlcoMember 2022-12-31 0001826011 BNZI:AlcoMember 2022-07-19 0001826011 BNZI:AlcoMember 2022-07-19 2022-07-19 0001826011 BNZI:AlcoMansonWardAndDNXMember 2022-07-31 0001826011 BNZI:AlcoMansonWardAndDNXMember 2022-09-30 0001826011 BNZI:AlcoMansonWardDNXAndWilliamBryantMember BNZI:RelatedPartyConvertibleNotesMember 2023-03-31 0001826011 BNZI:AlcoMansonWardDNXAndWilliamBryantMember BNZI:RelatedPartyConvertibleNotesMember 2023-09-30 0001826011 BNZI:DNXMember BNZI:RelatedPartyConvertibleNotesMember us-gaap:SeriesAPreferredStockMember srt:MinimumMember 2023-09-30 0001826011 BNZI:RelatedPartyConvertibleNotesMember 2023-04-01 2023-09-30 0001826011 BNZI:RelatedPartyConvertibleNotesMember 2023-09-30 0001826011 BNZI:RelatedPartyConvertibleNotesMember 2023-01-01 2023-12-31 0001826011 BNZI:RelatedPartyConvertibleNotesMember 2023-12-14 0001826011 BNZI:RelatedPartyConvertibleNotesMember 2023-12-14 2023-12-14 0001826011 BNZI:ThirdPartyCreditorsMember BNZI:TwoThousandTwentyTwoThirdPartyConvertibleNotesMember 2022-09-30 0001826011 BNZI:ThirdPartyCreditorsMember BNZI:ThirdPartyConvertibleNotesMember 2022-09-30 0001826011 us-gaap:NonrelatedPartyMember 2023-04-01 2023-09-30 0001826011 us-gaap:NonrelatedPartyMember 2023-09-30 0001826011 BNZI:TwoThousandAndTwentyTwoConvertibleNotesMember 2023-01-01 2023-12-31 0001826011 us-gaap:NonrelatedPartyMember 2023-12-14 0001826011 us-gaap:NonrelatedPartyMember 2023-12-14 2023-12-14 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember 2023-08-30 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember us-gaap:SeriesAPreferredStockMember 2023-08-30 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember 2023-08-30 2023-08-30 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember 2023-01-01 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoAugustPromissoryNoteMember 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-09-13 0001826011 BNZI:AlcoMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoMember BNZI:AlcoSeptemberPromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-01-01 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember srt:MaximumMember 2023-11-16 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2023-11-16 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2023-11-16 2023-11-16 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2023-01-01 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember srt:MaximumMember 2023-12-13 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember 2023-12-13 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember 2023-01-01 2023-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember 2023-12-31 0001826011 BNZI:AlcoNovemberPromissoryNoteMember BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoNovemberPromissoryNoteMember BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MinimumMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MaximumMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember srt:WeightedAverageMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-10-03 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-10-03 2023-10-03 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MinimumMember 2023-10-03 2023-10-03 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MaximumMember 2023-10-03 2023-10-03 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember srt:WeightedAverageMember 2023-10-03 2023-10-03 0001826011 BNZI:AlcoNovemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-11-16 2023-11-16 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-11-16 2023-11-16 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MinimumMember 2023-11-06 2023-11-06 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MaximumMember 2023-11-06 2023-11-06 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember srt:WeightedAverageMember 2023-11-06 2023-11-06 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember us-gaap:PutOptionMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember 2023-11-06 2023-11-06 0001826011 BNZI:AlcoDecemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MinimumMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember us-gaap:MeasurementInputDiscountForLackOfMarketabilityMember us-gaap:PutOptionMember srt:MaximumMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember srt:WeightedAverageMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoAprilTwoThousandTwentyFourAmendmentMember 2024-04-18 2024-04-18 0001826011 BNZI:AlcoAprilTwoThousandTwentyFourAmendmentMember BNZI:AlcoMember 2024-04-18 2024-04-18 0001826011 BNZI:AlcoAprilTwoThousandTwentyFourAmendmentMember BNZI:AlcoMember BNZI:ConversionAndSettlementMember 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember us-gaap:CommonClassAMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember srt:MaximumMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember srt:MaximumMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 BNZI:SevenGCPromissoryNotesMember 2023-12-31 0001826011 BNZI:SponsorMember us-gaap:CommonClassAMember BNZI:ConversionOf7GcPromissoryNotesMember 2024-02-09 2024-02-09 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember 2023-12-31 0001826011 BNZI:GemAgreementMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:GemAgreementMember us-gaap:CommonClassAMember 2024-12-31 0001826011 BNZI:GemAgreementMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-03-31 0001826011 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 2024-03-26 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-31 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember BNZI:ReverseStockSplitMember 2024-05-22 2024-05-22 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-22 0001826011 BNZI:FloorPriceReductionAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 2024-05-22 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-14 0001826011 BNZI:DecemberYorkvilleConvertibleNoteMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:MarchYorkvillePromissoryNotesMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-12-31 0001826011 BNZI:MarchYorkvillePromissoryNotesMember us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2024-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2023-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2023-01-01 2023-12-31 0001826011 BNZI:CPBFLendingLLCMember 2021-01-01 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember 2024-01-01 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TermNoteMember 2021-02-19 2021-02-19 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember 2021-02-19 2021-02-19 0001826011 BNZI:CPBFLendingLLCMember 2021-02-19 0001826011 BNZI:CPBFLendingLLCMember us-gaap:MediumTermNotesMember 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:MediumTermNotesMember 2023-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:MediumTermNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:MediumTermNotesMember 2023-01-01 2023-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:ConvertibleDebtMember 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:ConvertibleDebtMember 2023-12-31 0001826011 us-gaap:ConvertibleDebtMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-01-01 2024-12-31 0001826011 us-gaap:ConvertibleDebtMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2023-01-01 2023-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember BNZI:SideLetterToTheLoanAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-05 2024-09-05 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-09-05 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-09-05 2024-09-05 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-23 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember 2024-10-01 2024-10-31 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember 2024-09-23 0001826011 us-gaap:CommonClassAMember BNZI:CPBFSecuritiesPurchaseAgreementMember 2024-09-23 2024-09-23 0001826011 us-gaap:CommonClassAMember srt:MaximumMember 2024-09-23 2024-09-23 0001826011 BNZI:PreFundedWarrantMember srt:MaximumMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember 2024-09-23 2024-09-23 0001826011 srt:ChiefExecutiveOfficerMember BNZI:CPBFSecuritiesPurchaseAgreementMember us-gaap:CommonClassBMember 2024-09-23 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:AgileTermNotesMember 2024-12-31 0001826011 BNZI:AgileTermNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:DiagonalConvertibleNotesMember 2025-01-01 2025-09-30 0001826011 BNZI:DiagonalConvertibleNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-09-30 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-12-31 0001826011 BNZI:AgileTermNotesMember 2025-01-01 2025-03-31 0001826011 BNZI:AgileTermNotesMember 2025-03-31 0001826011 BNZI:AgileTermNotesMember 2025-04-01 2025-06-30 0001826011 BNZI:AgileTermNotesMember 2025-06-30 0001826011 BNZI:AgileTermNotesMember 2025-09-30 0001826011 BNZI:May1800DiagonalNoteMember 2025-05-09 0001826011 BNZI:May1800DiagonalNoteMember 2025-05-09 2025-05-09 0001826011 BNZI:July1800DiagonalNoteMember 2025-07-23 0001826011 BNZI:July1800DiagonalNoteMember 2025-07-23 2025-07-23 0001826011 BNZI:September1800DiagonalNoteMember 2025-09-12 0001826011 BNZI:September1800DiagonalNoteMember 2025-09-12 2025-09-12 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-01-01 2025-09-30 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-07-01 2025-09-30 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-09-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-27 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonClassAMember 2025-06-27 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember srt:MaximumMember us-gaap:CommonStockMember 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-30 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonStockMember 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember BNZI:PurchaseAgreementMember 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember BNZI:PurchaseAgreementMember srt:MaximumMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember BNZI:PurchaseAgreementMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonStockMember 2025-08-19 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2024-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-01-01 2025-03-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-03-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-04-01 2025-06-30 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2024-12-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-03-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-04-01 2025-06-30 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2025-09-30 0001826011 BNZI:PublicWarrantsMember BNZI:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds8.00Member 2025-01-01 2025-09-30 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2025-01-01 2025-09-30 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2023-12-15 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2023-12-15 2023-12-15 0001826011 BNZI:PrivatePlacementWarrantsMember 2025-09-30 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2024-12-31 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember BNZI:ReverseStockSplitMember 2023-12-15 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2024-01-01 2024-12-31 0001826011 2023-12-15 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputSharePriceMember BNZI:MonteCarloSimulationMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputExpectedTermMember BNZI:MonteCarloSimulationMember srt:MinimumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputExpectedTermMember BNZI:MonteCarloSimulationMember srt:MaximumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputRiskFreeInterestRateMember BNZI:MonteCarloSimulationMember srt:MinimumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputRiskFreeInterestRateMember BNZI:MonteCarloSimulationMember srt:MaximumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputPriceVolatilityMember BNZI:MonteCarloSimulationMember srt:MinimumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputPriceVolatilityMember BNZI:MonteCarloSimulationMember srt:MaximumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputExercisePriceMember BNZI:MonteCarloSimulationMember srt:MinimumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputExercisePriceMember BNZI:MonteCarloSimulationMember srt:MaximumMember 2025-09-30 0001826011 BNZI:PrivatePlacementWarrantLiabilityMember us-gaap:MeasurementInputExpectedDividendRateMember BNZI:MonteCarloSimulationMember 2025-09-30 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-08-26 2024-08-26 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-08-26 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:PerkinsRepaymentAgreementMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:PerkinsRepaymentAgreementMember srt:MinimumMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:RepaymentAgreementMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:RepaymentAgreementMember us-gaap:SubsequentEventMember 2025-08-08 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember srt:MaximumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember srt:MinimumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember 2024-09-19 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember 2025-01-01 2025-09-30 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember 2024-09-19 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember 2024-09-19 2024-09-19 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember BNZI:AccruedExpensesAndOtherCurrentLiabilitiesMember 2025-09-30 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLlpMember srt:MaximumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLlpMember srt:MinimumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLlpMember 2024-09-19 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLlpMember BNZI:Asc47060Member 2025-01-01 2025-09-30 0001826011 BNZI:RepaymentAgreementMember BNZI:DonnelleyFinancialLlcMember srt:MaximumMember 2024-09-13 0001826011 BNZI:RepaymentAgreementMember BNZI:DonnelleyFinancialLlcMember srt:MinimumMember 2024-09-13 0001826011 BNZI:RepaymentAgreementMember BNZI:DonnelleyFinancialLlcMember 2024-09-13 2024-09-13 0001826011 BNZI:RepaymentAgreementMember BNZI:DonnelleyFinancialLlcMember BNZI:AccruedExpensesAndOtherCurrentLiabilitiesMember 2025-09-30 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember 2024-08-26 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember 2024-08-26 2024-08-26 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember 2025-01-01 2025-09-30 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember us-gaap:AccountsPayableMember 2025-09-30 0001826011 BNZI:PaymentToActOnMember 2025-06-06 0001826011 BNZI:PaymentToActOnMember 2025-06-06 2025-06-06 0001826011 BNZI:PaymentToActOnMember 2025-09-30 0001826011 BNZI:CantorFitzgeraldAndCoMember BNZI:CantorFeeAgreementMember BNZI:SevenGcCoHoldingsIncMember 2024-12-31 0001826011 BNZI:CantorFitzgeraldAndCoMember BNZI:CantorFeeAgreementMember BNZI:SevenGcCoHoldingsIncMember 2023-11-08 0001826011 BNZI:MzhciLlcMember 2024-08-26 2024-08-26 0001826011 BNZI:MzhciLlcMember 2024-08-26 0001826011 BNZI:RothAddendumToLetterAgreementsMember 2024-02-02 2024-02-02 0001826011 BNZI:RothAddendumToLetterAgreementsMember us-gaap:CommonClassAMember 2024-02-02 2024-02-02 0001826011 BNZI:RothAddendumToLetterAgreementsMember 2024-09-06 2024-09-06 0001826011 BNZI:RothAddendumToLetterAgreementsMember 2024-01-01 2024-12-31 0001826011 BNZI:JVBFinancialGroupLlcMember BNZI:AmendedAndRestatedRepaymentAgreementMember 2024-09-09 0001826011 BNZI:JVBFinancialGroupLlcMember BNZI:AmendedAndRestatedRepaymentAgreementMember 2024-09-09 2024-09-09 0001826011 BNZI:JVBFinancialGroupLlcMember BNZI:AmendedAndRestatedRepaymentAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:JVBFinancialGroupLlcMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember us-gaap:CommonClassAMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember srt:MaximumMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember srt:MaximumMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoMember BNZI:ConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 BNZI:RepaymentAgreementMember BNZI:PerkinsCoieLlpMember 2024-09-09 2024-09-09 0001826011 BNZI:RepaymentAgreementMember BNZI:PerkinsCoieLlpMember srt:MinimumMember 2024-09-09 2024-09-09 0001826011 BNZI:ActivateAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLlpMember 2024-09-13 2024-09-13 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember srt:MaximumMember 2024-08-26 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember srt:MaximumMember 2024-12-31 0001826011 srt:MaximumMember 2025-09-30 0001826011 us-gaap:CommonStockMember 2025-09-30 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 2023-12-14 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2025-01-01 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-03-01 2024-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember srt:MaximumMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionOneAdvanceMember 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionOneAdvanceMember 2025-01-01 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2025-01-01 2025-09-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2024-12-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2024-12-30 2024-12-30 0001826011 us-gaap:CommonClassAMember BNZI:ATMAgreementMember 2025-08-27 0001826011 BNZI:ATMAgreementMember 2025-09-30 0001826011 BNZI:ATMAgreementMember 2025-01-01 2025-09-30 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-04-25 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-07-01 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-09-03 0001826011 BNZI:VeristaPartnersIncMember 2024-08-26 0001826011 BNZI:VeristaPartnersIncMember 2024-08-26 2024-08-26 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2025-01-01 2025-09-30 0001826011 BNZI:AlcoMember us-gaap:CommonClassAMember 2025-04-21 0001826011 BNZI:SharesIssuedForPrivatePlacementMember us-gaap:CommonClassAMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember BNZI:May2025PrefundedWarrantsMember 2025-05-31 0001826011 BNZI:May2025PrefundedWarrantsMember us-gaap:CommonClassAMember BNZI:SharesIssuedForPrivatePlacementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember 2025-05-01 2025-05-31 0001826011 srt:MaximumMember 2024-12-31 0001826011 us-gaap:CommonStockMember BNZI:ReverseStockSplitMember 2024-12-31 0001826011 us-gaap:CommonStockMember 2023-12-31 0001826011 BNZI:PreFundedWarrantMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:CommonWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 2024-05-22 0001826011 BNZI:PlacementAgencyAgreementMember 2024-05-22 2024-05-22 0001826011 BNZI:PlacementAgencyAgreementMember BNZI:PlacementAgentWarrantsMember us-gaap:CommonClassAMember 2024-05-22 0001826011 BNZI:PlacementAgencyAgreementMember BNZI:PlacementAgentWarrantsMember us-gaap:CommonClassAMember 2024-05-22 2024-05-22 0001826011 2024-05-22 2024-05-22 0001826011 BNZI:CommonWarrantsMember us-gaap:CommonClassAMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:CommonWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 2024-05-22 0001826011 BNZI:PreFundedWarrantMember us-gaap:CommonClassAMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:PreFundedWarrantMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 2024-05-22 0001826011 BNZI:PlacementAgentWarrantsMember us-gaap:CommonClassAMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-28 2024-05-28 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 2024-05-22 0001826011 BNZI:PreFundedWarrantMember us-gaap:CommonStockMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-24 0001826011 us-gaap:CommonStockMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-24 0001826011 BNZI:SeriesAWarrantsMember us-gaap:CommonStockMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-24 0001826011 us-gaap:CommonStockMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:SeriesBWarrantsMember 2024-09-24 0001826011 BNZI:SeriesAWarrantsMember BNZI:MayTwoThousandTwentyFourOfferingMember 2024-05-22 0001826011 BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-24 0001826011 BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-26 2024-09-26 0001826011 BNZI:HCWainwrightAndCoLlcMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-24 2024-09-24 0001826011 BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:HCWainwrightAndCoLlcMember BNZI:PlacementAgentWarrantsMember us-gaap:CommonStockMember 2024-09-24 0001826011 BNZI:HCWainwrightAndCoLlcMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:PlacementAgentWarrantsMember 2024-09-24 2024-09-24 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:HCWainwrightAndCoLlcMember 2024-05-22 0001826011 BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:SeriesAAndBWarrantsMember BNZI:OpenReelMember 2024-12-10 0001826011 BNZI:SeptemberTwoThousandTwentyFourOfferingMember BNZI:SeriesAAndBWarrantsMember BNZI:OpenReelMember 2024-12-10 2024-12-10 0001826011 BNZI:SeriesAAndBWarrantsMember BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember 2024-09-26 0001826011 BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember BNZI:SeriesAWarrantsMember 2024-09-26 0001826011 BNZI:SeriesBWarrantsMember BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember 2024-09-26 0001826011 BNZI:SeriesAWarrantsMember BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember 2024-09-26 2024-09-26 0001826011 BNZI:SeriesBWarrantsMember BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember 2024-09-26 2024-09-26 0001826011 BNZI:SeriesAAndBWarrantsMember BNZI:SeptemberTwentySixTwoThousandTwentyFourSeriesAWarrantsAndSeriesBWarrantsMember 2024-09-26 2024-09-26 0001826011 BNZI:PreFundedWarrantMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-26 0001826011 BNZI:PreFundedWarrantMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-26 2024-09-26 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-26 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-26 2024-09-26 0001826011 BNZI:PlacementAgentWarrantsMember BNZI:SeptemberTwoThousandTwentyFourOfferingMember 2024-09-26 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-19 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember BNZI:PreFundedWarrantMember 2024-09-19 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 BNZI:CommonWarrantsMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 BNZI:PreFundedWarrantMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourCpBfConversionAndSettlementMember 2024-09-23 0001826011 BNZI:PreFundedWarrantMember BNZI:SeptemberTwoThousandTwentyFourCpBfConversionAndSettlementMember 2024-09-23 0001826011 BNZI:SeptemberTwoThousandTwentyFourCpBfConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFWarrantMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFPreFundedWarrantMember BNZI:SeptemberTwoThousandTwentyFourAlcoPromissoryNoteConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 us-gaap:CommonClassAMember BNZI:SeptemberTwoThousandTwentyFourCpBfConversionAndSettlementMember 2024-09-23 2024-09-23 0001826011 BNZI:PreFundedWarrantMember BNZI:OpenReelMember 2024-12-28 0001826011 BNZI:SeriesFEPreferredStockMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 2023-12-14 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:ReverseStockSplitMember 2024-03-01 2024-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:ReverseStockSplitMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-12-18 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-12-18 2024-12-18 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-12-23 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-12-30 0001826011 BNZI:TwoThousandAndTwentyThreeEquityEmployeeStockPurchaseMember 2023-01-01 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityEmployeeStockPurchaseMember us-gaap:CommonStockMember 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityEmployeeStockPurchaseMember us-gaap:CommonStockMember 2025-09-30 0001826011 BNZI:TwoThousandAndTwentyThreeEquityEmployeeStockPurchaseMember us-gaap:CommonStockMember 2024-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember 2023-01-01 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember us-gaap:CommonStockMember 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember us-gaap:CommonStockMember 2025-09-30 0001826011 BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember us-gaap:CommonStockMember 2024-12-31 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-09-30 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:QuarterlyVestingMember 2025-01-01 2025-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:FirstAnniversaryVestingMember 2025-01-01 2025-09-30 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-09-30 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-09-30 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-09-30 0001826011 BNZI:TwoThousandTwentyThreeEmployeeStockPurchasePlanMember 2024-01-01 2024-12-31 0001826011 BNZI:TwoThousandTwentyThreeEmployeeStockPurchasePlanMember 2024-12-31 0001826011 BNZI:TwoThousandTwentyThreeEmployeeStockPurchasePlanMember 2023-12-31 0001826011 BNZI:TwoThousandTwentyThreeEquityIncentivePlanMember 2024-01-01 2024-12-31 0001826011 BNZI:TwoThousandTwentyThreeEquityIncentivePlanMember 2024-12-31 0001826011 BNZI:TwoThousandTwentyThreeEquityIncentivePlanMember 2023-12-31 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-12-31 0001826011 us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001826011 srt:MinimumMember 2025-09-30 0001826011 srt:MaximumMember 2025-06-30 0001826011 srt:MinimumMember 2024-09-30 0001826011 srt:MaximumMember 2024-09-30 0001826011 srt:MinimumMember 2024-01-01 2024-09-30 0001826011 srt:MaximumMember 2024-01-01 2024-09-30 0001826011 srt:MinimumMember 2024-12-31 0001826011 srt:MinimumMember 2023-12-31 0001826011 srt:MaximumMember 2023-12-31 0001826011 srt:MinimumMember 2024-01-01 2024-12-31 0001826011 srt:MaximumMember 2024-01-01 2024-12-31 0001826011 srt:MinimumMember 2023-01-01 2023-12-31 0001826011 srt:MaximumMember 2023-01-01 2023-12-31 0001826011 2022-01-01 2022-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:ReverseStockSplitMember 2023-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:ReverseStockSplitMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:ReverseStockSplitMember 2024-12-31 0001826011 country:US srt:ScenarioForecastMember 2025-01-01 2025-12-31 0001826011 BNZI:WorldwideMember 2025-07-01 2025-09-30 0001826011 us-gaap:DomesticCountryMember 2024-12-31 0001826011 us-gaap:StateAndLocalJurisdictionMember 2024-12-31 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2025-07-01 2025-09-30 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2025-07-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember 2025-07-01 2025-09-30 0001826011 BNZI:BanzaiOperatingMember 2025-07-01 2025-09-30 0001826011 BNZI:OpenReelMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-07-01 2025-09-30 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-09-30 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-01-01 2025-09-30 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2024-07-01 2024-09-30 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2024-07-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2024-07-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember 2024-07-01 2024-09-30 0001826011 BNZI:BanzaiOperatingMember 2024-07-01 2024-09-30 0001826011 BNZI:OpenReelMember 2024-07-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember 2024-07-01 2024-09-30 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2024-01-01 2024-09-30 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2024-01-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2024-01-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember 2024-01-01 2024-09-30 0001826011 BNZI:BanzaiOperatingMember 2024-01-01 2024-09-30 0001826011 BNZI:OpenReelMember 2024-01-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember 2024-01-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember BNZI:BanzaiOperatingMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:BanzaiOperatingMember 2023-01-01 2023-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2023-01-01 2023-12-31 0001826011 us-gaap:OperatingSegmentsMember 2023-01-01 2023-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2023-01-01 2023-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2025-01-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloLimitedMember 2025-01-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2025-07-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2024-07-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2025-07-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2024-07-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2025-01-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2024-01-01 2024-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2025-01-01 2025-09-30 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2024-01-01 2024-09-30 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 us-gaap:ProductAndServiceOtherMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 us-gaap:ProductAndServiceOtherMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 us-gaap:ProductAndServiceOtherMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 us-gaap:ProductAndServiceOtherMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-07-01 2025-09-30 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-07-01 2024-09-30 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-09-30 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-09-30 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2025-10-09 2025-10-13 0001826011 us-gaap:SubsequentEventMember BNZI:OctoberNoteMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-10-08 0001826011 us-gaap:SubsequentEventMember BNZI:OctoberWarrantsMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember srt:MaximumMember 2025-10-08 2025-10-08 0001826011 us-gaap:SubsequentEventMember BNZI:OctoberWarrantsMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-10-08 0001826011 us-gaap:SubsequentEventMember BNZI:OctoberNoteMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-10-08 2025-10-08 0001826011 us-gaap:SubsequentEventMember BNZI:OctoberNoteMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember 2025-10-08 0001826011 us-gaap:SubsequentEventMember BNZI:CPBFLetterAgreementMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:CPBFLetterAgreementMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:CPBFLetterAgreementMember us-gaap:CommonClassAMember 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:CPBFLetterAgreementMember us-gaap:CommonClassAMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember srt:MinimumMember BNZI:CPBFLetterAgreementMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:November1800DiagonalNoteMember 2025-11-04 0001826011 us-gaap:SubsequentEventMember BNZI:November1800DiagonalNoteMember 2025-11-04 2025-11-04 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:June3iNoteMember 2025-10-13 2025-10-13 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:June3iNoteMember 2025-10-13 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:June3iNoteMember 2025-10-13 2025-10-13 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:June3iNoteMember 2025-10-13 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:June3iNoteMember 2025-10-22 2025-10-22 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:June3iNoteMember 2025-10-22 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:June3iNoteMember 2025-10-22 2025-10-22 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:June3iNoteMember 2025-10-22 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteMember 2025-10-09 2025-10-09 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteMember 2025-10-09 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteMember 2025-10-09 2025-10-09 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteMember 2025-10-09 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteMember 2025-10-10 2025-10-10 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteMember 2025-10-10 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteMember 2025-10-10 2025-10-10 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteMember 2025-10-10 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteDueAprilOneTwoThousandTwentySixMember 2025-10-10 2025-10-10 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteDueAprilOneTwoThousandTwentySixMember 2025-10-10 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteDueAprilOneTwoThousandTwentySixMember 2025-10-10 2025-10-10 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteDueAprilOneTwoThousandTwentySixMember 2025-10-10 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteDueMarchOneTwoThousandTwentySixMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:August3iNoteDueMarchOneTwoThousandTwentySixMember 2025-10-14 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteDueMarchOneTwoThousandTwentySixMember 2025-10-14 2025-10-14 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:August3iNoteDueMarchOneTwoThousandTwentySixMember 2025-10-14 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember 2025-10-16 2025-10-16 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember 2025-10-16 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember 2025-10-16 2025-10-16 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember 2025-10-16 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:November3iNoteDueNovemberOneTwoThousandTwentyFiveMember 2025-11-03 2025-11-03 0001826011 us-gaap:SubsequentEventMember BNZI:ThreeILPMember BNZI:November3iNoteDueNovemberOneTwoThousandTwentyFiveMember 2025-11-03 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:November3iNoteDueNovemberOneTwoThousandTwentyFiveMember 2025-11-03 2025-11-03 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:November3iNoteDueNovemberOneTwoThousandTwentyFiveMember 2025-11-03 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-21 2025-10-21 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-21 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-21 2025-10-21 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-22 2025-10-22 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-22 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-22 2025-10-22 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-23 2025-10-23 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-23 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-23 2025-10-23 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-24 2025-10-24 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-24 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-24 2025-10-24 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-27 2025-10-27 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember 2025-10-27 0001826011 us-gaap:SubsequentEventMember BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-27 2025-10-27 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-17 2025-10-17 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-17 0001826011 BNZI:CPBFLendingLLCMember us-gaap:SubsequentEventMember 2025-10-17 2025-10-17 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-20 2025-10-20 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-20 0001826011 BNZI:CPBFLendingLLCMember us-gaap:SubsequentEventMember 2025-10-20 2025-10-20 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-21 2025-10-21 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-21 0001826011 BNZI:CPBFLendingLLCMember us-gaap:SubsequentEventMember 2025-10-21 2025-10-21 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-22 2025-10-22 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-22 0001826011 BNZI:CPBFLendingLLCMember us-gaap:SubsequentEventMember 2025-10-22 2025-10-22 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-06 2025-10-06 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-06 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-08 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-13 2025-10-13 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-13 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2025-10-15 0001826011 us-gaap:SubsequentEventMember BNZI:AtTheMarketOfferingMember 2025-10-01 2025-11-11 0001826011 us-gaap:SubsequentEventMember BNZI:AtTheMarketOfferingMember us-gaap:CommonClassAMember 2025-11-11 2025-11-11 0001826011 us-gaap:SubsequentEventMember us-gaap:RestrictedStockUnitsRSUMember BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember 2025-10-01 2025-10-17 0001826011 us-gaap:SubsequentEventMember BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember us-gaap:CommonClassAMember 2025-10-01 2025-10-17 0001826011 us-gaap:SubsequentEventMember BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 0001826011 us-gaap:SubsequentEventMember BNZI:CPBFPreFundedWarrantMember 2025-01-07 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2025-01-03 2025-01-03 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2025-01-01 2025-01-01 0001826011 us-gaap:SubsequentEventMember us-gaap:RestrictedStockUnitsRSUMember 2025-01-21 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MinimumMember 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MaximumMember 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:DebtInstrumentRedemptionPeriodTwoMember 2025-01-30 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-01-30 2025-01-30 0001826011 us-gaap:SubsequentEventMember BNZI:VidelloLimitedMember 2025-01-31 2025-01-31 0001826011 us-gaap:SubsequentEventMember BNZI:VidelloLimitedMember us-gaap:CommonClassAMember 2025-01-31 2025-01-31 0001826011 us-gaap:SubsequentEventMember BNZI:ActOnSoftwareIncMember 2025-01-22 2025-01-22 0001826011 us-gaap:SubsequentEventMember BNZI:ActOnSoftwareIncMember us-gaap:CommonClassAMember 2025-01-22 0001826011 us-gaap:SubsequentEventMember BNZI:ActOnSoftwareIncMember us-gaap:CommonClassAMember 2025-01-22 2025-01-22 0001826011 us-gaap:SubsequentEventMember BNZI:ActOnSoftwareIncMember srt:MinimumMember 2025-01-22 2025-01-22 0001826011 us-gaap:SubsequentEventMember BNZI:ActOnSoftwareIncMember srt:ChiefExecutiveOfficerMember 2025-01-22 0001826011 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember 2025-02-04 0001826011 us-gaap:SubsequentEventMember BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-03-31 0001826011 us-gaap:SubsequentEventMember BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-03-31 2025-03-31 0001826011 BNZI:SPACRelatedLegalFeesMember 2023-12-14 0001826011 BNZI:InvestmentBankAdvisoryServicesMember 2023-12-14 0001826011 BNZI:FederalTradeCommissionFilingFeesMember 2023-12-14 0001826011 BNZI:BanzaiInternationalIncMember us-gaap:CommonStockMember 2023-12-14 0001826011 BNZI:BanzaiInternationalIncMember 2023-12-14 0001826011 BNZI:BanzaiInternationalIncMember 2023-12-14 2023-12-14 0001826011 us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 us-gaap:CommonClassAMember 2023-12-14 0001826011 us-gaap:CommonClassAMember BNZI:BanzaiInternationalIncMember 2023-12-14 0001826011 us-gaap:CommonClassBMember 2023-12-14 0001826011 us-gaap:RelatedPartyMember 2022-12-31 0001826011 BNZI:ThirdPartyConvertibleDebtMember 2022-12-31 0001826011 BNZI:ThirdPartyConvertibleDebtMember 2023-01-01 2023-12-31 0001826011 BNZI:ThirdPartyConvertibleDebtMember 2023-12-31 0001826011 BNZI:ThirdPartySafeLiabilitiesMember 2022-12-31 0001826011 BNZI:ThirdPartySafeLiabilitiesMember 2023-01-01 2023-12-31 0001826011 BNZI:ThirdPartySafeLiabilitiesMember 2023-12-31 0001826011 BNZI:VariousMember BNZI:GrowthRateMember 2024-12-31 0001826011 BNZI:VariousMember BNZI:GrowthRateMember 2023-12-31 0001826011 BNZI:VariousMember BNZI:WeightedAverageCostOfCapitalMember 2024-12-31 0001826011 BNZI:VariousMember BNZI:WeightedAverageCostOfCapitalMember 2023-12-31 0001826011 BNZI:VariousMember BNZI:InternalRateOfReturnMember 2024-12-31 0001826011 BNZI:VariousMember BNZI:InternalRateOfReturnMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:LongTermRevenueGrowthRateMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:LongTermRevenueGrowthRateMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:RevenueGrowthAttributableToExistingCustomersMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:RevenueGrowthAttributableToExistingCustomersMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:ExistingCustomerAttritionMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:ExistingCustomerAttritionMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:DistributorEBITAMarginMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:DistributorEBITAMarginMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:ContributoryAssetChargesRateMember srt:MinimumMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:ContributoryAssetChargesRateMember srt:MaximumMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:ContributoryAssetChargesRateMember 2023-12-31 0001826011 BNZI:DistributorMethodMember BNZI:WeightedAverageCostOfCapitalMember 2024-12-31 0001826011 BNZI:DistributorMethodMember BNZI:WeightedAverageCostOfCapitalMember 2023-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:LongTermRevenueGrowthRateMember 2024-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:LongTermRevenueGrowthRateMember 2023-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:RoyaltyRateMember 2024-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:RoyaltyRateMember 2023-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:ContributoryAssetChargesRateMember 2024-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:ContributoryAssetChargesRateMember 2023-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:WeightedAverageCostOfCapitalMember 2024-12-31 0001826011 BNZI:ReliefFromRoyaltyMethodMember BNZI:WeightedAverageCostOfCapitalMember 2023-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:LongTermRevenueGrowthRateMember 2024-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:LongTermRevenueGrowthRateMember 2023-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:RAndDExpenseForNewDevelopedTechnologyMember 2024-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:RAndDExpenseForNewDevelopedTechnologyMember 2023-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:DevelopedTechnologyObsolescenceRateMember 2024-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:DevelopedTechnologyObsolescenceRateMember 2023-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:ContributoryAssetChargesRateMember srt:MaximumMember 2024-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:ContributoryAssetChargesRateMember 2023-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:WeightedAverageCostOfCapitalMember 2024-12-31 0001826011 BNZI:MultiPeriodExcessEarningsMethodMember BNZI:WeightedAverageCostOfCapitalMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:LongTermRevenueGrowthRateMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:LongTermRevenueGrowthRateMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:CostOfSalesAsAPercentageOfRevenueMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:CostOfSalesAsAPercentageOfRevenueMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:GrossProfitMarginMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:GrossProfitMarginMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:OperatingExpensesAsAPercentageOfRevenueMember srt:MinimumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:OperatingExpensesAsAPercentageOfRevenueMember srt:MaximumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:OperatingExpensesAsAPercentageOfRevenueMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAMarginMember srt:MinimumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAMarginMember srt:MaximumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAMarginMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAGrowthRateMember srt:MinimumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAGrowthRateMember srt:MaximumMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:EBITDAGrowthRateMember 2023-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:WeightedAverageCostOfCapitalMember 2024-12-31 0001826011 us-gaap:ValuationTechniqueDiscountedCashFlowMember BNZI:WeightedAverageCostOfCapitalMember 2023-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:RevenueMultiplesMember srt:MinimumMember 2024-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:RevenueMultiplesMember srt:MaximumMember 2024-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:RevenueMultiplesMember 2023-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:WeightingMember srt:MinimumMember 2024-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:WeightingMember srt:MaximumMember 2024-12-31 0001826011 BNZI:MarketGuidelinePublicCompanyMember BNZI:WeightingMember 2023-12-31 0001826011 BNZI:MarketGuidelineTransactionMember BNZI:RevenueMultiplesMember 2024-12-31 0001826011 BNZI:MarketGuidelineTransactionMember BNZI:RevenueMultiplesMember 2023-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember 2023-12-31 0001826011 BNZI:AgileTermNotesMember 2023-12-31 0001826011 BNZI:DiagonalConvertibleNotesMember 2023-12-31 0001826011 BNZI:DiagonalConvertibleNotesMember 2024-12-31 0001826011 BNZI:AlcoDNXAndWilliamBryantMember 2021-01-01 2021-12-31 0001826011 BNZI:AlcoDNXAndWilliamBryantMember 2021-12-31 0001826011 BNZI:AlcoDNXAndWilliamBryantMember 2023-01-01 2023-12-31 0001826011 BNZI:AlcoDNXAndWilliamBryantMember 2023-12-14 0001826011 BNZI:AlcoDNXAndWilliamBryantMember us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 BNZI:ThirdPartySafesMember 2021-01-01 2021-12-31 0001826011 BNZI:ThirdPartySafesMember 2021-12-31 0001826011 BNZI:ThirdPartySafesMember 2023-01-01 2023-12-31 0001826011 BNZI:ThirdPartySafesMember 2023-12-14 0001826011 BNZI:ThirdPartySafesMember us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 BNZI:BanzaiOperatingMember 2023-01-01 2023-12-31 0001826011 BNZI:OpenReelMember 2023-01-01 2023-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:ReachMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:ReachMember 2023-01-01 2023-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:DemioMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:DemioMember 2023-01-01 2023-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:OtherMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:OtherMember 2023-01-01 2023-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2023-01-01 2023-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure BNZI:Integer BNZI:Tradingday

false 0001826011 0001826011 2026-01-01 2026-03-31 0001826011 dei:BusinessContactMember 2026-01-01 2026-03-31 0001826011 2026-03-31 0001826011 2025-12-31 0001826011 us-gaap:RelatedPartyMember 2026-03-31 0001826011 us-gaap:RelatedPartyMember 2025-12-31 0001826011 BNZI:YorkvilleMember 2026-03-31 0001826011 BNZI:YorkvilleMember 2025-12-31 0001826011 us-gaap:NonrelatedPartyMember 2026-03-31 0001826011 us-gaap:NonrelatedPartyMember 2025-12-31 0001826011 2024-12-31 0001826011 us-gaap:RelatedPartyMember 2024-12-31 0001826011 us-gaap:NonrelatedPartyMember 2024-12-31 0001826011 BNZI:YorkvilleMember 2024-12-31 0001826011 2025-03-31 0001826011 us-gaap:CommonClassAMember 2026-03-31 0001826011 us-gaap:CommonClassAMember 2025-03-31 0001826011 us-gaap:CommonClassBMember 2026-03-31 0001826011 us-gaap:CommonClassBMember 2025-03-31 0001826011 us-gaap:CommonClassAMember 2025-12-31 0001826011 us-gaap:CommonClassAMember 2024-12-31 0001826011 us-gaap:CommonClassBMember 2025-12-31 0001826011 us-gaap:CommonClassBMember 2024-12-31 0001826011 2025-01-01 2025-03-31 0001826011 us-gaap:NonrelatedPartyMember 2026-01-01 2026-03-31 0001826011 us-gaap:NonrelatedPartyMember 2025-01-01 2025-03-31 0001826011 us-gaap:RelatedPartyMember 2026-01-01 2026-03-31 0001826011 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001826011 2025-01-01 2025-12-31 0001826011 2024-01-01 2024-12-31 0001826011 us-gaap:NonrelatedPartyMember 2025-01-01 2025-12-31 0001826011 us-gaap:NonrelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001826011 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-12-31 0001826011 us-gaap:CommonStockMember 2025-12-31 0001826011 BNZI:CommonStocksMember 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001826011 us-gaap:RetainedEarningsMember 2025-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001826011 BNZI:CommonStocksMember 2026-01-01 2026-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-01-01 2026-03-31 0001826011 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 BNZI:CommonStocksMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:RetainedEarningsMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 BNZI:ThousandEightHundredDiagonalLendingLLCMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonStockMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 BNZI:CommonStocksMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:RetainedEarningsMember BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 BNZI:ThreeILPMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonStockMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 BNZI:CommonStocksMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:RetainedEarningsMember BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 BNZI:AgileMember 2026-01-01 2026-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2026-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2026-03-31 0001826011 us-gaap:CommonStockMember 2026-03-31 0001826011 BNZI:CommonStocksMember 2026-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-03-31 0001826011 us-gaap:RetainedEarningsMember 2026-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-12-31 0001826011 us-gaap:CommonStockMember 2024-12-31 0001826011 BNZI:CommonStocksMember 2024-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001826011 us-gaap:RetainedEarningsMember 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-01-01 2025-03-31 0001826011 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001826011 BNZI:CommonStocksMember 2025-01-01 2025-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001826011 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-03-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-03-31 0001826011 us-gaap:CommonStockMember 2025-03-31 0001826011 BNZI:CommonStocksMember 2025-03-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001826011 us-gaap:RetainedEarningsMember 2025-03-31 0001826011 us-gaap:PreferredStockMember 2025-03-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2025-01-01 2025-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 BNZI:ThousandEightHundredDiagonalLendingLLCMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember BNZI:ThousandEightHundredDiagonalLendingLLCMember 2024-01-01 2024-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember BNZI:ThreeILPMember 2024-01-01 2024-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 BNZI:AgileMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember BNZI:AgileMember 2024-01-01 2024-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 BNZI:CPBFMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember BNZI:CPBFMember 2024-01-01 2024-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonStocksMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:AccumulatedOtherComprehensiveIncomeMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:CommonStockMember BNZI:RestrictedStockUnitsMember 2025-01-01 2025-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2023-12-31 0001826011 us-gaap:CommonStockMember 2023-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001826011 us-gaap:RetainedEarningsMember 2023-12-31 0001826011 2023-12-31 0001826011 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001826011 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonStockMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:RetainedEarningsMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember BNZI:SeriesFEPreferredStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:CommonStockMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:AdditionalPaidInCapitalMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:RetainedEarningsMember BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleMember 2024-01-01 2024-12-31 0001826011 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-12-31 0001826011 2025-06-27 2025-06-27 0001826011 us-gaap:EmployeeStockOptionMember 2026-01-01 2026-03-31 0001826011 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-03-31 0001826011 BNZI:PublicWarrantSharesMember 2026-01-01 2026-03-31 0001826011 BNZI:PublicWarrantSharesMember 2025-01-01 2025-03-31 0001826011 BNZI:GEMWarrantSharesMember 2026-01-01 2026-03-31 0001826011 BNZI:GEMWarrantSharesMember 2025-01-01 2025-03-31 0001826011 BNZI:CommonWarrantSharesMember 2026-01-01 2026-03-31 0001826011 BNZI:CommonWarrantSharesMember 2025-01-01 2025-03-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2026-01-01 2026-03-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2025-01-01 2025-03-31 0001826011 BNZI:PrefundedWarrantsMember 2026-01-01 2026-03-31 0001826011 BNZI:PrefundedWarrantsMember 2025-01-01 2025-03-31 0001826011 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-12-31 0001826011 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001826011 BNZI:PublicWarrantSharesMember 2025-01-01 2025-12-31 0001826011 BNZI:PublicWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:GEMWarrantSharesMember 2025-01-01 2025-12-31 0001826011 BNZI:GEMWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:CommonWarrantSharesMember 2025-01-01 2025-12-31 0001826011 BNZI:CommonWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2025-01-01 2025-12-31 0001826011 BNZI:PlacementAgentWarrantSharesMember 2024-01-01 2024-12-31 0001826011 BNZI:PrefundedWarrantsMember 2025-01-01 2025-12-31 0001826011 BNZI:PrefundedWarrantsMember 2024-01-01 2024-12-31 0001826011 BNZI:VidelloLimitedMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:CommonClassAMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember 2025-01-01 2025-12-31 0001826011 BNZI:VidelloLimitedMember 2025-07-01 2025-09-30 0001826011 BNZI:VidelloLimitedMember 2025-03-31 0001826011 BNZI:VidelloLimitedMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloLimitedMember 2025-01-01 2025-03-31 0001826011 BNZI:VidelloLimitedMember 2025-12-31 0001826011 BNZI:VidelloLimitedMember 2024-01-01 2024-12-31 0001826011 BNZI:VidelloLimitedMember us-gaap:CommonStockMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:CustomerRelationshipsMember 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:TradeNamesMember 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:DevelopedTechnologyRightsMember 2025-01-31 0001826011 BNZI:VidelloLimitedMember BNZI:DevelopedTechnologyMember 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:CustomerRelationshipsMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:TradeNamesMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:DevelopedTechnologyRightsMember srt:MinimumMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember us-gaap:DevelopedTechnologyRightsMember srt:MaximumMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember BNZI:DevelopedTechnologyMember srt:MinimumMember 2025-01-31 2025-01-31 0001826011 BNZI:VidelloLimitedMember BNZI:DevelopedTechnologyMember srt:MaximumMember 2025-01-31 2025-01-31 0001826011 2024-09-04 2024-09-05 0001826011 2024-09-05 2024-09-05 0001826011 BNZI:SharePurchaseAgreementMember 2024-09-23 0001826011 us-gaap:RelatedPartyMember BNZI:SevenGcCoHoldingsIncMember 2023-12-31 0001826011 us-gaap:RelatedPartyMember BNZI:SevenGcCoHoldingsIncMember 2025-12-31 0001826011 us-gaap:NotesPayableToBanksMember 2024-09-05 2024-09-05 0001826011 us-gaap:ConvertibleNotesPayableMember 2024-09-05 2024-09-05 0001826011 srt:ChiefExecutiveOfficerMember 2024-09-12 2024-09-12 0001826011 BNZI:DemioMember 2026-01-01 2026-03-31 0001826011 BNZI:ReachMember 2026-01-01 2026-03-31 0001826011 BNZI:OpenReelMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloMember 2026-01-01 2026-03-31 0001826011 BNZI:DemioMember 2025-01-01 2025-12-31 0001826011 BNZI:ReachMember 2025-01-01 2025-12-31 0001826011 BNZI:OpenReelMember 2025-01-01 2025-12-31 0001826011 BNZI:VidelloMember 2025-01-01 2025-12-31 0001826011 srt:AmericasMember 2026-01-01 2026-03-31 0001826011 srt:AmericasMember 2025-01-01 2025-03-31 0001826011 BNZI:CustomerMember srt:AmericasMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:CustomerMember srt:AmericasMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 us-gaap:EMEAMember 2026-01-01 2026-03-31 0001826011 us-gaap:EMEAMember 2025-01-01 2025-03-31 0001826011 BNZI:CustomerMember us-gaap:EMEAMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:CustomerMember us-gaap:EMEAMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 srt:AsiaPacificMember 2026-01-01 2026-03-31 0001826011 srt:AsiaPacificMember 2025-01-01 2025-03-31 0001826011 BNZI:CustomerMember srt:AsiaPacificMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:CustomerMember srt:AsiaPacificMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 BNZI:CustomerMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:CustomerMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 srt:AmericasMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember srt:AmericasMember 2025-01-01 2025-12-31 0001826011 srt:AmericasMember 2024-01-01 2024-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember srt:AmericasMember 2024-01-01 2024-12-31 0001826011 us-gaap:EMEAMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember us-gaap:EMEAMember 2025-01-01 2025-12-31 0001826011 us-gaap:EMEAMember 2024-01-01 2024-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember us-gaap:EMEAMember 2024-01-01 2024-12-31 0001826011 srt:AsiaPacificMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember srt:AsiaPacificMember 2025-01-01 2025-12-31 0001826011 srt:AsiaPacificMember 2024-01-01 2024-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember srt:AsiaPacificMember 2024-01-01 2024-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerMember us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember 2024-01-01 2024-12-31 0001826011 BNZI:OpenReelMember 2025-01-01 2025-12-31 0001826011 BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 BNZI:PublicWarrantsMember 2026-01-01 2026-03-31 0001826011 BNZI:GemWarrantsLiabilityMember 2026-01-01 2026-03-31 0001826011 BNZI:CPBFConvertibleNotesMember 2026-01-01 2026-03-31 0001826011 BNZI:PublicWarrantsMember 2025-01-01 2025-12-31 0001826011 BNZI:GemWarrantsLiabilityMember 2025-01-01 2025-12-31 0001826011 BNZI:CPBFConvertibleNotesMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:RelatedPartyMember 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:RelatedPartyMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member 2025-12-31 0001826011 us-gaap:FairValueInputsLevel1Member 2026-03-31 0001826011 us-gaap:FairValueInputsLevel1Member 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:RelatedPartyMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001826011 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001826011 BNZI:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001826011 BNZI:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2026-01-01 2026-03-31 0001826011 BNZI:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2026-03-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2026-01-01 2026-03-31 0001826011 BNZI:GemWarrantsLiabilityMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:PublicWarrantsLiabilityMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:PublicWarrantsLiabilityMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:PublicWarrantsLiabilityMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:GemWarrantsMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:GemWarrantsMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:GemWarrantsMember 2025-12-31 0001826011 us-gaap:ConvertibleDebtMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001826011 us-gaap:ConvertibleDebtMember us-gaap:FairValueInputsLevel3Member 2026-01-01 2026-03-31 0001826011 us-gaap:ConvertibleDebtMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 BNZI:CPBFConvertibleNotesMember 2026-03-31 0001826011 BNZI:CPBFConvertibleNotesMember 2025-12-31 0001826011 BNZI:CPBFConvertibleNotesMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001826011 BNZI:CPBFConvertibleNotesMember us-gaap:FairValueInputsLevel3Member 2026-01-01 2026-03-31 0001826011 BNZI:CPBFConvertibleNotesMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 us-gaap:MeasurementInputSharePriceMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2026-03-31 0001826011 us-gaap:MeasurementInputExpectedTermMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2026-03-31 0001826011 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2026-03-31 0001826011 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2026-03-31 0001826011 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2026-03-31 0001826011 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2026-03-31 0001826011 us-gaap:MeasurementInputExercisePriceMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2026-03-31 0001826011 us-gaap:MeasurementInputExercisePriceMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2026-03-31 0001826011 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember srt:MinimumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember srt:MaximumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember srt:MinimumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember srt:MaximumMember 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2025-12-31 0001826011 BNZI:FebruaryWarrantMember us-gaap:FairValueInputsLevel3Member 2026-01-01 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member 2026-01-01 2026-03-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:JuneWarrantMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:AugustWarrantMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member BNZI:OctoberWarrantMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-12-31 0001826011 BNZI:BanzaiOperatingMember 2025-12-31 0001826011 BNZI:VidelloMember 2025-12-31 0001826011 BNZI:OpenReelMember 2025-12-31 0001826011 BNZI:BanzaiOperatingMember 2026-03-31 0001826011 BNZI:VidelloMember 2026-03-31 0001826011 BNZI:OpenReelMember 2026-03-31 0001826011 us-gaap:CustomerRelationshipsMember 2026-03-31 0001826011 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2026-01-01 2026-03-31 0001826011 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2026-01-01 2026-03-31 0001826011 us-gaap:TradeNamesMember 2026-03-31 0001826011 srt:MinimumMember us-gaap:TradeNamesMember 2026-01-01 2026-03-31 0001826011 srt:MaximumMember us-gaap:TradeNamesMember 2026-01-01 2026-03-31 0001826011 us-gaap:TechnologyBasedIntangibleAssetsMember 2026-03-31 0001826011 srt:MinimumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2026-01-01 2026-03-31 0001826011 srt:MaximumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2026-01-01 2026-03-31 0001826011 srt:MaximumMember BNZI:GemAgreementMember BNZI:SharePurchaseAgreementMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember us-gaap:CommonClassAMember BNZI:GemWarrantMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember 2023-12-14 0001826011 BNZI:GemAgreementMember BNZI:GemTermSheetMember 2023-12-14 2023-12-14 0001826011 BNZI:GemAgreementMember 2024-02-05 2024-02-05 0001826011 BNZI:GemAgreementMember 2024-02-05 0001826011 BNZI:GemAgreementMember 2024-02-01 2024-02-29 0001826011 us-gaap:CommonClassAMember BNZI:GemAgreementMember 2024-02-05 2024-02-05 0001826011 us-gaap:CommonClassAMember BNZI:GemAgreementMember 2025-03-31 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember 2023-12-14 2023-12-14 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-05-22 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-05-22 2024-05-22 0001826011 BNZI:FloorPriceReductionAgreementMember 2024-09-20 2024-09-20 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-01-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNoteMember 2024-12-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-01-30 0001826011 BNZI:YorkvillePromissoryNotesMember 2025-01-30 2025-01-30 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-16 0001826011 BNZI:SeptemberTwentyTwentyFiveYorkvilleNoteMember 2025-09-16 2025-09-16 0001826011 BNZI:CPBFLendingLLCMember BNZI:TermNoteMember 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember 2024-01-01 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:FirstAmendmentConvertibleNoteMember 2022-10-10 0001826011 BNZI:CPBFLendingLLCMember us-gaap:MediumTermNotesMember 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:MediumTermNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember us-gaap:ConvertibleDebtMember 2024-12-31 0001826011 us-gaap:ConvertibleDebtMember BNZI:LoanAgreementWithCpbfLendingLlcMember 2024-01-01 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember BNZI:SideLetterToTheLoanAgreementMember 2024-09-01 2024-09-30 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-05 2024-09-05 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-09-05 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-09-05 2024-09-05 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-23 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-23 2024-09-23 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-10-01 2024-10-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember 2024-10-01 2024-10-31 0001826011 BNZI:CPBFLendingLLCMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonStockMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember us-gaap:WarrantMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember BNZI:PrefundedWarrantsMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassBMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFLendingLLCMember 2024-09-24 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-09-24 2024-09-24 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-12-31 0001826011 BNZI:LendingMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-01-01 2025-12-31 0001826011 BNZI:LendingMember BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:CPBFLetterAgreementMember 2025-10-14 2025-10-14 0001826011 BNZI:CPBFLetterAgreementMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-14 2025-10-14 0001826011 BNZI:CPBFLetterAgreementMember us-gaap:CommonClassAMember 2025-10-14 2025-10-14 0001826011 srt:MinimumMember BNZI:CPBFLetterAgreementMember 2025-10-14 2025-10-14 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember 2025-10-17 2025-12-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember srt:MinimumMember 2025-12-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLendingLLCMember srt:MaximumMember 2025-12-31 0001826011 BNZI:CPBFLendingLLCMember 2025-10-17 2025-12-31 0001826011 BNZI:SubordinatedBusinessLoanAndSecurityAgreementMember 2024-07-22 0001826011 BNZI:SubordinatedBusinessLoanAndSecurityAgreementMember 2024-07-22 2024-07-22 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:JulyAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:SeptemberAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:DecemberAgileNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-03-31 0001826011 BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-01-01 2025-03-31 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-30 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-01-01 2025-03-31 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-12 0001826011 BNZI:JuneAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-12 2025-06-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2025-12-31 0001826011 BNZI:AgileNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:AgileNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:September1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-23 0001826011 BNZI:September1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-23 2025-07-23 0001826011 BNZI:December1800DiagonalNoteMember 2024-12-10 0001826011 BNZI:December1800DiagonalNoteMember 2024-12-10 2024-12-10 0001826011 BNZI:December1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-22 0001826011 BNZI:December1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-07-22 2025-07-22 0001826011 BNZI:February1800DiagonalNoteMember 2025-02-07 0001826011 BNZI:February1800DiagonalNoteMember 2025-02-07 2025-02-07 0001826011 BNZI:February1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-08-11 0001826011 BNZI:February1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-08-11 2025-08-11 0001826011 BNZI:April1800DiagonalNoteMember 2025-04-17 0001826011 BNZI:April1800DiagonalNoteMember 2025-04-17 2025-04-17 0001826011 BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-10-21 2025-10-27 0001826011 BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-27 0001826011 BNZI:April1800DiagonalNoteMember us-gaap:CommonClassAMember srt:MaximumMember 2025-10-27 0001826011 BNZI:April1800DiagonalNoteMember 2025-10-21 2025-10-27 0001826011 BNZI:BootCapitalMember 2025-01-01 2025-12-31 0001826011 BNZI:GemAgreementMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TermNoteMember 2021-01-01 2021-12-31 0001826011 BNZI:CPBFLendingLLCMember us-gaap:ConvertibleDebtMember 2026-03-31 0001826011 BNZI:CPBFLendingLLCMember 2026-01-01 2026-03-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TermNoteMember 2024-12-31 0001826011 BNZI:LoanAgreementWithCpbfLendingLlcMember BNZI:TermNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember BNZI:CPBFLendingLLCMember BNZI:SideLetterToTheLoanAgreementMember 2026-01-01 2026-03-31 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2024-09-05 2024-09-05 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember 2024-12-31 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2024-09-23 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember 2024-09-23 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember us-gaap:CommonClassAMember 2024-09-23 2024-09-23 0001826011 us-gaap:CommonClassAMember srt:MaximumMember 2024-09-23 2024-09-23 0001826011 BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2025-12-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2026-03-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2026-01-01 2026-03-31 0001826011 BNZI:CPBFLendingLLCMember BNZI:TwoThousandTwentyFourCPBFConvertibleNoteMember 2025-01-01 2025-12-31 0001826011 srt:MaximumMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 srt:MinimumMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 0001826011 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 2024-02-05 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-03-26 2024-03-26 0001826011 BNZI:OriginalDebtRepaymentAgreementMember 2024-05-03 2024-05-03 0001826011 BNZI:OriginalDebtRepaymentAgreementMember 2026-01-01 2026-03-31 0001826011 BNZI:OriginalDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-03 2024-05-03 0001826011 BNZI:OriginalDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-03 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-22 2024-05-22 0001826011 BNZI:AmendedDebtRepaymentAgreementMember 2024-05-31 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-31 2024-05-31 0001826011 BNZI:AmendedDebtRepaymentAgreementMember us-gaap:CommonClassAMember 2024-05-31 0001826011 BNZI:FloorPriceReductionAgreementMember 2024-09-20 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember 2023-12-14 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvillePromissoryNotesMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvillePromissoryNotesMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:DecemberYorkvilleConvertibleNoteMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:YorkvillePromissoryNotesMember 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:FebruaryYorkvillePromissoryNoteMember us-gaap:CommonClassAMember BNZI:YorkvilleAdvisorsGlobalLPMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:January2025YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:January2025YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MinimumMember 2025-01-30 0001826011 BNZI:January2025YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MaximumMember 2025-01-30 0001826011 BNZI:January2025YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:January2025YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-01-30 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-06 2025-10-06 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-08 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-13 2025-10-13 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-15 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNotesMember 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:MarchYorkvillePromissoryNotesMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-06 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-10-13 0001826011 BNZI:PreFundedWarrantMember srt:MaximumMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember 2024-09-23 2024-09-23 0001826011 BNZI:CPBFSecuritiesPurchaseAgreementMember srt:ChiefExecutiveOfficerMember us-gaap:CommonClassBMember 2024-09-23 0001826011 BNZI:August1800DiagonalNoteMember 2024-08-16 2024-08-16 0001826011 BNZI:AlcoAugustPromissoryNoteMember BNZI:AlcoMember 2023-08-30 0001826011 BNZI:AlcoAugustPromissoryNoteMember BNZI:AlcoMember us-gaap:SeriesAPreferredStockMember 2023-08-30 0001826011 BNZI:AlcoAugustPromissoryNoteMember BNZI:AlcoMember 2023-08-30 2023-08-30 0001826011 BNZI:AlcoAugustPromissoryNoteMember BNZI:AlcoMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:AlcoMember 2023-08-30 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:AlcoMember 2023-09-13 2023-09-13 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:AlcoMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoNovemberPromissoryNoteMember srt:MaximumMember 2023-11-16 0001826011 BNZI:AlcoNovemberPromissoryNoteMember BNZI:AlcoMember 2023-11-16 0001826011 BNZI:AlcoNovemberPromissoryNoteMember BNZI:AlcoMember 2023-11-16 2023-11-16 0001826011 BNZI:AlcoNovemberPromissoryNoteMember BNZI:AlcoMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoMember BNZI:AlcoDecemberPromissoryNoteMember srt:MaximumMember 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember BNZI:AlcoMember 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember BNZI:AlcoMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoDecemberPromissoryNoteMember BNZI:AlcoMember 2024-01-01 2024-12-31 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoNovemberPromissoryNoteMember 2025-01-01 2025-12-31 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoNovemberPromissoryNoteMember 2023-12-13 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-12-13 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoDecemberPromissoryNoteMember 2023-12-13 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoSeptemberPromissoryNoteMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoNovemberPromissoryNoteMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoShareTransferAgreementsMember BNZI:SevenGcCoHoldingsIncMembeMember BNZI:AlcoDecemberPromissoryNoteMember 2023-12-13 2023-12-13 0001826011 BNZI:AlcoAprilTwoThousandTwentyFourAmendmentMember 2024-04-18 2024-04-18 0001826011 BNZI:AlcoAprilTwoThousandTwentyFourAmendmentMember BNZI:AlcoMember 2024-04-18 2024-04-18 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember us-gaap:CommonClassAMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember srt:MaximumMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember srt:MaximumMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember 2024-09-19 2024-09-19 0001826011 BNZI:AlcoSeptemberPromissoryNoteMember BNZI:ConversionAndSettlementMember BNZI:PreFundedWarrantMember 2024-09-19 2024-09-19 0001826011 BNZI:SevenGCPromissoryNotesMember 2024-02-09 0001826011 us-gaap:CommonClassAMember BNZI:SponsorMember BNZI:ConversionOf7GcPromissoryNotesMember 2024-02-09 2024-02-09 0001826011 BNZI:GemAgreementMember us-gaap:CommonClassAMember 2025-12-31 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNoteMember 2023-12-14 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2024-02-05 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleConvertibleNotesMember BNZI:YorkvilleAdvisorsGlobalLPMember 2023-12-14 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 2024-05-22 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember BNZI:YorkvilleConvertibleNotesMember 2024-05-22 0001826011 BNZI:StandbyEquityPurchaseAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:FebruaryYorkvillePromissoryNoteMember 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember BNZI:FebruaryYorkvillePromissoryNoteMember us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:StandbyEquityPurchaseAgreementMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember srt:MinimumMember 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember 2025-01-30 0001826011 BNZI:YorkvilleConvertibleNoteMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember 2025-01-30 0001826011 BNZI:CPBFLendingLLCMember 2024-09-23 0001826011 BNZI:MarchAgileNoteMember BNZI:SubordinatedSecuredPromissoryNoteMember 2025-06-30 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2025-12-11 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2025-12-15 2025-12-15 0001826011 BNZI:MarchAgileNoteMember us-gaap:CommonClassAMember 2025-12-15 2025-12-15 0001826011 BNZI:MarchAgileNoteMember 2025-12-15 0001826011 BNZI:August1800DiagonalNoteMember 2024-08-16 0001826011 BNZI:AdditionalTrancheMember BNZI:August1800DiagonalNoteMember 2024-08-16 0001826011 BNZI:September1800DiagonalNoteMember 2024-09-24 0001826011 BNZI:September1800DiagonalNoteMember 2024-09-24 2024-09-24 0001826011 BNZI:May1800DiagonalNoteMember 2025-05-09 0001826011 BNZI:May1800DiagonalNoteMember 2025-05-09 2025-05-09 0001826011 BNZI:July1800DiagonalNoteMember 2025-07-23 0001826011 BNZI:July1800DiagonalNoteMember 2025-07-23 2025-07-23 0001826011 BNZI:September1800DiagonalNoteMember 2025-09-12 0001826011 BNZI:September1800DiagonalNoteMember 2025-09-12 2025-09-12 0001826011 BNZI:November1800DiagonalNoteMember 2025-11-04 0001826011 BNZI:November1800DiagonalNoteMember 2025-11-04 2025-11-04 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2024-01-01 2024-12-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-27 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:ThreeILPMember BNZI:PurchaseAgreementMember 2025-06-27 2025-06-27 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-06-30 2025-06-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonStockMember 2025-06-30 0001826011 2025-09-01 2025-09-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-09-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-09-01 2025-09-30 0001826011 BNZI:June3iNoteMember us-gaap:CommonClassAMember 2025-08-12 2025-10-22 0001826011 BNZI:June3iNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-22 0001826011 BNZI:June3iNoteMember us-gaap:CommonClassAMember srt:MaximumMember 2025-10-22 0001826011 BNZI:June3iNoteMember BNZI:ThreeILPMember 2025-10-22 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember 2025-09-10 2025-10-14 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-14 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember srt:MaximumMember 2025-10-14 0001826011 BNZI:August3iNoteMember BNZI:ThreeILPMember 2025-10-14 0001826011 BNZI:October3iNoteMember us-gaap:CommonClassAMember 2025-10-16 2025-12-11 0001826011 BNZI:October3iNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2025-12-11 0001826011 BNZI:October3iNoteMember us-gaap:CommonClassAMember srt:MaximumMember 2025-12-11 0001826011 BNZI:October3iNoteMember BNZI:ThreeILPMember 2025-12-11 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-01-01 2025-12-31 0001826011 BNZI:AgileTermNotesMember 2026-01-01 2026-03-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2026-01-01 2026-03-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2026-01-01 2026-03-31 0001826011 BNZI:BootCapitalMember 2026-01-01 2026-03-31 0001826011 BNZI:AgileTermNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:DiagonalConvertibleNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:ThreeILPMember 2025-01-01 2025-12-31 0001826011 BNZI:CPBFLetterAgreementMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFLetterAgreementMember 2025-10-14 0001826011 BNZI:CPBFLendingLLCMember us-gaap:CommonClassAMember srt:MinimumMember 2025-10-17 2025-12-31 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-07-22 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-07-22 2024-07-22 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-09-13 2024-09-13 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember 2024-12-12 2024-12-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2025-03-31 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2025-03-31 2025-03-31 0001826011 BNZI:MarchAgileNoteMember 2025-01-01 2025-03-31 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:JuneAgileNoteMember 2025-06-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:JuneAgileNoteMember 2025-06-12 2025-06-12 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchTwoThousandTwentySixAgileNoteMember 2026-03-30 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchTwoThousandTwentySixAgileNoteMember 2026-03-30 2026-03-30 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchTwoThousandTwentySixAgileNoteMember 2026-03-30 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:AgileTermNotesMember 2026-03-31 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2025-12-11 0001826011 BNZI:SubordinatedSecuredPromissoryNoteMember BNZI:MarchAgileNoteMember 2024-12-15 2024-12-15 0001826011 us-gaap:CommonClassAMember BNZI:MarchAgileNoteMember 2026-01-27 2026-03-27 0001826011 us-gaap:CommonClassAMember BNZI:MarchAgileNoteMember 2026-01-27 0001826011 us-gaap:CommonClassAMember BNZI:MarchAgileNoteMember 2026-03-27 0001826011 BNZI:MarchAgileNoteMember 2026-03-27 0001826011 us-gaap:CommonClassAMember BNZI:AgileTermNotesMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonClassAMember BNZI:AgileTermNotesMember 2025-01-01 2025-03-31 0001826011 BNZI:AgileTermNotesMember 2025-12-31 0001826011 BNZI:AgileTermNotesMember 2026-03-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2026-03-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-12-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2026-03-31 0001826011 BNZI:BootCapitalMember 2025-12-31 0001826011 BNZI:BootCapitalMember 2026-03-31 0001826011 BNZI:February1800DiagonalNoteMember us-gaap:CommonClassAMember 2025-02-07 2025-02-07 0001826011 BNZI:July1800DiagonalNoteMember us-gaap:CommonClassAMember 2026-01-27 2026-01-27 0001826011 BNZI:July1800DiagonalNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2026-01-27 0001826011 BNZI:July1800DiagonalNoteMember us-gaap:CommonClassAMember srt:MaximumMember 2026-01-27 0001826011 BNZI:July1800DiagonalNoteMember 2026-01-27 2026-01-27 0001826011 BNZI:July1800DiagonalNoteMember us-gaap:CommonClassAMember srt:MinimumMember 2026-03-19 0001826011 BNZI:July1800DiagonalNoteMember 2026-03-19 2026-03-19 0001826011 BNZI:December1800DiagonalNoteMember 2025-12-03 0001826011 BNZI:December1800DiagonalNoteMember 2025-12-03 2025-12-03 0001826011 BNZI:January1800DiagonalNoteMember 2026-01-12 0001826011 BNZI:January1800DiagonalNoteMember 2026-01-12 2026-01-12 0001826011 BNZI:March1800DiagonalNoteMember 2026-03-17 0001826011 BNZI:March1800DiagonalNoteMember 2026-03-17 2026-03-17 0001826011 BNZI:ThousandEightHundredDiagonalNotesMember 2025-01-01 2025-03-31 0001826011 BNZI:July1800DiagonalNoteMember us-gaap:CommonClassAMember 2026-03-19 2026-03-19 0001826011 BNZI:June3iNoteMember us-gaap:CommonClassAMember 2025-08-12 0001826011 BNZI:June3iNoteMember us-gaap:CommonClassAMember 2025-10-22 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember 2025-09-10 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember 2025-10-14 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2025-10-16 2025-12-11 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2025-10-16 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2025-12-11 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember BNZI:ThreeILPMember 2025-12-11 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember 2026-01-07 2026-02-10 0001826011 BNZI:August3iNoteMember us-gaap:CommonClassAMember 2026-02-10 0001826011 BNZI:August3iNoteMember BNZI:ThreeILPMember 2026-02-10 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2026-01-08 2026-02-19 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2026-01-08 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember us-gaap:CommonClassAMember 2026-02-19 0001826011 BNZI:October3iNoteDueOctoberOneTwoThousandTwentySixMember BNZI:ThreeILPMember 2026-02-19 0001826011 BNZI:February3INoteMember us-gaap:CommonClassAMember 2026-03-02 2026-03-25 0001826011 BNZI:February3INoteMember us-gaap:CommonClassAMember 2026-03-02 0001826011 BNZI:February3INoteMember us-gaap:CommonClassAMember 2026-03-25 0001826011 BNZI:February3INoteMember BNZI:ThreeILPMember 2026-03-25 0001826011 BNZI:PrivatePlacementNotesMember 2026-01-01 2026-03-31 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonStockMember srt:MaximumMember 2025-04-30 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-10-08 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-10-08 2025-10-08 0001826011 BNZI:PrivatePlacementOffering3ILPMember us-gaap:CommonStockMember 2025-10-08 0001826011 BNZI:PrivatePlacementOffering3ILPMember 2025-01-01 2025-09-30 0001826011 BNZI:PrivatePlacementNotesMember BNZI:June3iNoteMember 2025-06-30 2025-06-30 0001826011 BNZI:PrivatePlacementNotesMember BNZI:June3iNoteMember 2025-06-30 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:JuneWarrantMember 2025-06-30 2025-06-30 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:JuneWarrantMember 2025-06-30 0001826011 BNZI:PrivatePlacementNotesMember BNZI:August3iNoteMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementNotesMember BNZI:August3iNoteMember 2025-08-19 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:AugustWarrantMember 2025-08-19 2025-08-19 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:AugustWarrantMember 2025-08-19 0001826011 BNZI:PrivatePlacementNotesMember BNZI:October3iNoteMember 2025-10-08 2025-10-08 0001826011 BNZI:PrivatePlacementNotesMember BNZI:October3iNoteMember 2025-10-08 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:OctoberWarrantMember 2025-10-08 2025-10-08 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:OctoberWarrantMember 2025-10-08 0001826011 BNZI:PrivatePlacementNotesMember BNZI:February3INoteMember 2026-02-13 2026-02-13 0001826011 BNZI:PrivatePlacementNotesMember BNZI:February3INoteMember 2026-02-13 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:FebruaryWarrantMember 2026-02-13 2026-02-13 0001826011 BNZI:PrivatePlacementWarrantsMember BNZI:FebruaryWarrantMember 2026-02-13 0001826011 BNZI:PrivatePlacementNotesMember 2026-03-31 0001826011 BNZI:PrivatePlacementNotesMember 2026-01-01 2026-03-31 0001826011 BNZI:PrivatePlacementWarrantsMember 2026-01-01 2026-03-31 0001826011 BNZI:BootCapitalMember 2025-12-03 0001826011 BNZI:BootCapitalMember 2025-12-03 2025-12-03 0001826011 BNZI:PublicWarrantsMember 2026-03-31 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2026-03-31 0001826011 BNZI:PublicWarrantsMember BNZI:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceedsEighteenPointZeroZeroMember 2026-01-01 2026-03-31 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2026-01-01 2026-03-31 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2023-12-15 0001826011 BNZI:GemAgreementMember BNZI:GemWarrantMember 2023-12-15 2023-12-15 0001826011 BNZI:PublicWarrantsMember 2025-12-31 0001826011 BNZI:PublicWarrantsMember us-gaap:CommonClassAMember 2025-12-31 0001826011 BNZI:PublicWarrantsMember BNZI:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds8.00Member 2025-01-01 2025-12-31 0001826011 BNZI:PublicWarrantsMember BNZI:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds8.00Member 2025-12-31 0001826011 srt:MaximumMember BNZI:SidleyAustinLLPMember BNZI:RepaymentAgreementMember 2024-09-19 0001826011 srt:MinimumMember BNZI:SidleyAustinLLPMember BNZI:RepaymentAgreementMember 2024-09-19 0001826011 BNZI:SidleyAustinLLPMember BNZI:RepaymentAgreementMember 2024-09-19 2024-09-19 0001826011 BNZI:SidleyAustinLLPMember BNZI:RepaymentAgreementMember BNZI:AccountingStandardsUpdateFourSeventySixtyMember 2025-01-01 2025-03-31 0001826011 srt:MaximumMember BNZI:DonnelleyFinancialLlcMember BNZI:RepaymentAgreementMember 2024-09-13 0001826011 srt:MinimumMember BNZI:DonnelleyFinancialLlcMember BNZI:RepaymentAgreementMember 2024-09-13 0001826011 BNZI:DonnelleyFinancialLlcMember BNZI:RepaymentAgreementMember 2024-09-13 2024-09-13 0001826011 BNZI:DonnelleyFinancialLlcMember BNZI:RepaymentAgreementMember BNZI:AccountingStandardsUpdateFourSeventySixtyMember 2024-09-13 2024-09-13 0001826011 BNZI:DonnelleyFinancialLlcMember BNZI:RepaymentAgreementMember BNZI:AccruedExpensesAndOtherCurrentLiabilitiesMember 2026-03-31 0001826011 BNZI:VeristaPartnersIncMember BNZI:RepaymentAgreementMember 2024-08-26 0001826011 BNZI:VeristaPartnersIncMember BNZI:RepaymentAgreementMember 2024-08-26 2024-08-26 0001826011 BNZI:VeristaPartnersIncMember BNZI:RepaymentAgreementMember 2026-01-01 2026-03-31 0001826011 BNZI:VeristaPartnersIncMember BNZI:RepaymentAgreementMember us-gaap:AccountsPayableMember 2026-03-31 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-08-26 2024-08-26 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-08-26 0001826011 BNZI:MzhciLlcMember BNZI:InvestorRelationsConsultingAgreementMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:PerkinsRepaymentAgreementMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:PerkinsRepaymentAgreementMember srt:MinimumMember 2024-09-09 2024-09-09 0001826011 BNZI:PerkinsCoieLlpMember BNZI:RepaymentAgreementMember 2024-01-01 2024-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:PerkinsCoieLlpMember 2025-08-08 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember srt:MaximumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember srt:MinimumMember 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember 2024-09-19 2024-09-19 0001826011 BNZI:RepaymentAgreementMember BNZI:CooleyLlpMember 2025-01-01 2025-12-31 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember 2024-09-19 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember 2024-09-19 2024-09-19 0001826011 BNZI:SettlementLetterMember BNZI:CohnReznickLlpMember BNZI:AccruedExpensesAndOtherCurrentLiabilitiesMember 2025-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:SidleyAustinLLPMember BNZI:Asc47060Member 2025-01-01 2025-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:DonnelleyFinancialLlcMember BNZI:AccruedExpensesAndOtherCurrentLiabilitiesMember 2025-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember 2025-01-01 2025-12-31 0001826011 BNZI:RepaymentAgreementMember BNZI:VeristaPartnersIncMember us-gaap:AccountsPayableMember 2025-12-31 0001826011 BNZI:PaymentToActOnMember 2025-06-06 0001826011 BNZI:PaymentToActOnMember 2025-06-06 2025-06-06 0001826011 BNZI:PaymentToActOnMember 2025-12-31 0001826011 us-gaap:PreferredStockMember 2026-03-31 0001826011 BNZI:SeriesFEPreferredStockMember 2024-12-31 0001826011 BNZI:SeriesFEPreferredStockMember 2024-01-01 2024-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2026-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:ReverseStockSplitMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2026-03-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2026-01-01 2026-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2026-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2026-01-01 2026-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2024-12-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2024-12-30 2024-12-30 0001826011 us-gaap:CommonClassAMember BNZI:ATMAgreementMember 2025-08-27 0001826011 us-gaap:CommonClassAMember BNZI:ATMAgreementMember 2025-12-05 2026-12-05 0001826011 BNZI:ATMAgreementMember 2025-08-27 2025-08-27 0001826011 BNZI:ATMAgreementMember srt:MaximumMember 2025-12-27 2025-12-27 0001826011 BNZI:ATMAgreementMember 2025-12-27 2025-12-27 0001826011 BNZI:SharesIssuedForPrivatePlacementMember us-gaap:CommonClassAMember BNZI:ATMAgreementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember us-gaap:CommonClassAMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember BNZI:May2025PrefundedWarrantsMember BNZI:ATMAgreementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember BNZI:May2025PrefundedWarrantsMember BNZI:ATMAgreementMember us-gaap:CommonClassAMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember BNZI:ATMAgreementMember 2025-05-01 2025-05-31 0001826011 BNZI:ATMAgreementMember 2026-03-31 0001826011 BNZI:ATMAgreementMember 2026-01-01 2026-03-31 0001826011 BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 0001826011 BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 2025-01-03 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-04-25 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-07-01 0001826011 us-gaap:CommonClassAMember BNZI:HudsonGlobalVenturesLLCMember 2025-09-03 0001826011 BNZI:VeristaPartnersIncMember 2024-08-26 0001826011 BNZI:VeristaPartnersIncMember 2024-08-26 2024-08-26 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-03-31 0001826011 us-gaap:CommonClassAMember BNZI:CPBFMember 2025-01-07 0001826011 us-gaap:CommonClassAMember BNZI:CPBFMember 2025-04-21 0001826011 us-gaap:CommonClassAMember BNZI:CPBFMember 2025-11-26 0001826011 BNZI:SharesIssuedForPrivatePlacementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember BNZI:May2025PrefundedWarrantsMember 2025-05-31 0001826011 BNZI:May2025PrefundedWarrantsMember us-gaap:CommonClassAMember BNZI:SharesIssuedForPrivatePlacementMember 2025-05-31 0001826011 BNZI:SharesIssuedForPrivatePlacementMember 2025-05-01 2025-05-31 0001826011 us-gaap:PreferredStockMember 2025-12-31 0001826011 BNZI:SeriesFEPreferredStockMember BNZI:MergerAgreementMember 2025-12-31 0001826011 BNZI:SeriesFEPreferredStockMember BNZI:MergerAgreementMember 2025-01-01 2025-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassBMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember 2024-03-01 2024-03-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember 2023-12-14 2023-12-14 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionOneAdvanceMember 2025-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionOneAdvanceMember 2025-01-01 2025-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2025-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonClassAMember BNZI:OptionTwoAdvanceMember 2025-01-01 2025-12-31 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonStockMember BNZI:OptionTwoAdvanceMember 2024-12-30 0001826011 BNZI:YorkvilleStandbyEquityPurchaseAgreementMember us-gaap:CommonStockMember BNZI:OptionTwoAdvanceMember 2024-12-30 2024-12-30 0001826011 us-gaap:CommonClassAMember BNZI:ATMAgreementMember 2025-12-05 2025-12-05 0001826011 BNZI:ATMAgreementMember 2025-08-27 2025-08-27 0001826011 BNZI:ATMAgreementMember srt:MaximumMember 2025-08-27 2025-08-27 0001826011 us-gaap:PrivatePlacementMember us-gaap:CommonClassAMember us-gaap:InvestorMember 2025-05-31 0001826011 us-gaap:PrivatePlacementMember BNZI:May2025PrefundedWarrantsMember us-gaap:InvestorMember 2025-05-31 0001826011 BNZI:May2025PrefundedWarrantsMember us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember us-gaap:InvestorMember 2025-05-31 0001826011 us-gaap:PrivatePlacementMember us-gaap:InvestorMember 2025-05-01 2025-05-31 0001826011 BNZI:ATMAgreementMember 2025-12-31 0001826011 BNZI:ATMAgreementMember 2025-01-01 2025-12-31 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-01-03 2025-01-03 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-04-25 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-07-01 0001826011 BNZI:ConsultingAgreementMember BNZI:HudsonGlobalVenturesLLCMember 2025-09-03 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-12-31 0001826011 BNZI:CPBFMember us-gaap:CommonClassAMember 2025-01-07 0001826011 BNZI:AlcoMember us-gaap:CommonClassAMember 2025-04-21 0001826011 BNZI:FEIVMember us-gaap:CommonClassAMember 2025-11-26 0001826011 us-gaap:PrivatePlacementMember us-gaap:CommonClassAMember 2025-05-31 0001826011 BNZI:SeriesFEPreferredStockMember 2026-03-31 0001826011 BNZI:SeriesFEPreferredStockMember 2025-12-31 0001826011 us-gaap:GeneralAndAdministrativeExpense 2026-01-01 2026-03-31 0001826011 us-gaap:GeneralAndAdministrativeExpense 2025-01-01 2025-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:QuarterlyVestingMember 2026-01-01 2026-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:FirstAnniversaryVestingMember 2026-01-01 2026-03-31 0001826011 us-gaap:GeneralAndAdministrativeExpense us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-03-31 0001826011 us-gaap:GeneralAndAdministrativeExpense us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2026-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-03-31 0001826011 BNZI:CeoAwardMember srt:MinimumMember 2025-11-01 2025-11-30 0001826011 BNZI:CeoAwardMember srt:MaximumMember 2025-11-01 2025-11-30 0001826011 BNZI:CeoAwardMember 2025-11-01 2025-11-30 0001826011 BNZI:CeoAwardMember 2026-01-01 2026-03-31 0001826011 BNZI:TwoThousandAndTwentyThreeEmployeeStockPurchaseMember 2023-01-01 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEmployeeStockPurchaseMember 2023-12-31 0001826011 BNZI:TwoThousandAndTwentyThreeEquityIncentivePlanMember 2023-01-01 2023-12-31 0001826011 BNZI:GeneralAndAdministrativeExpensesMember 2025-01-01 2025-12-31 0001826011 BNZI:GeneralAndAdministrativeExpensesMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:QuarterlyVestingMember 2025-01-01 2025-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember BNZI:FirstAnniversaryVestingMember 2025-01-01 2025-12-31 0001826011 BNZI:GeneralAndAdministrativeExpensesMember us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-12-31 0001826011 BNZI:GeneralAndAdministrativeExpensesMember us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2025-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001826011 country:US srt:ScenarioForecastMember 2026-01-01 2026-12-31 0001826011 us-gaap:NonUsMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloLimitedMember 2026-01-01 2026-12-31 0001826011 us-gaap:DomesticCountryMember 2025-12-31 0001826011 us-gaap:StateAndLocalJurisdictionMember 2025-12-31 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-03-31 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-03-31 0001826011 us-gaap:OperatingSegmentsMember 2026-01-01 2026-03-31 0001826011 BNZI:BanzaiOperatingMember 2026-01-01 2026-03-31 0001826011 BNZI:OpenReelMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloLimitedMember 2026-01-01 2026-03-31 0001826011 BNZI:BanzaiOperatingMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001826011 BNZI:OpenReelMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001826011 BNZI:VidelloLimitedMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001826011 us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001826011 BNZI:BanzaiOperatingMember 2025-01-01 2025-03-31 0001826011 BNZI:OpenReelMember 2025-01-01 2025-03-31 0001826011 BNZI:VidelloLimitedMember 2025-01-01 2025-03-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:BanzaiOperatingMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloLimitedMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:BanzaiOperatingMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloLimitedMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2026-01-01 2026-03-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2025-01-01 2025-03-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2026-01-01 2026-03-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:ReachMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:DemioMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:OpenReelMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 BNZI:VidelloLimitedMember us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2026-01-01 2026-03-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-03-31 0001826011 us-gaap:SubsequentEventMember 2026-04-28 2026-04-28 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-04-15 2026-04-15 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-04-29 2026-04-29 0001826011 us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember us-gaap:CommonClassAMember 2026-05-08 2026-05-08 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember srt:MinimumMember 2026-04-15 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember srt:MinimumMember 2026-04-29 0001826011 us-gaap:CommonClassAMember BNZI:AgileExchangeAgreementMember srt:MinimumMember 2026-05-08 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember srt:MaximumMember 2026-04-15 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember srt:MaximumMember 2026-04-29 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember srt:MaximumMember 2026-05-08 0001826011 us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-04-15 2026-04-15 0001826011 us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-04-29 2026-04-29 0001826011 us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-05-08 2026-05-08 0001826011 us-gaap:SubsequentEventMember BNZI:AgileExchangeAgreementMember 2026-04-30 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2026-04-02 2026-04-02 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember BNZI:AchievingMarketCapitalizationThresholdMember 2026-04-02 2026-04-02 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember BNZI:BonusPaymentMember 2026-04-02 2026-04-02 0001826011 BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-04-24 2026-05-06 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:CPBFLetterAgreementMember 2026-05-15 2026-05-15 0001826011 BNZI:May1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-05-04 0001826011 BNZI:May1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-05-04 2026-05-04 0001826011 BNZI:VentureIssuanceAndPayoffMember 2026-03-31 0001826011 BNZI:VentureIssuanceAndPayoffMember us-gaap:SubsequentEventMember 2026-04-08 2026-04-08 0001826011 BNZI:VentureIssuanceAndPayoffMember us-gaap:SubsequentEventMember 2026-04-08 0001826011 BNZI:TVTCapitalIssuanceMember us-gaap:SubsequentEventMember 2026-04-28 0001826011 BNZI:TVTCapitalIssuanceMember us-gaap:SubsequentEventMember 2026-04-28 2026-04-28 0001826011 BNZI:TVTCapitalIssuanceMember us-gaap:SubsequentEventMember 2026-04-08 2026-04-08 0001826011 BNZI:TVTCapitalIssuanceMember us-gaap:SubsequentEventMember 2026-04-08 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-05 2026-05-11 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-02 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-12 0001826011 BNZI:NovemberAndSeptember1800DiagonalNoteMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-05 2026-05-11 0001826011 BNZI:NovemberAndSeptember1800DiagonalNoteMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-05 0001826011 BNZI:NovemberAndSeptember1800DiagonalNoteMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-05-11 0001826011 us-gaap:CommonClassAMember BNZI:MarchAgileNoteMember us-gaap:SubsequentEventMember 2026-01-01 2026-03-31 0001826011 BNZI:MarchAgileNoteMember us-gaap:SubsequentEventMember 2026-03-31 0001826011 us-gaap:RestrictedStockUnitsRSUMember us-gaap:SubsequentEventMember 2026-03-31 2026-03-31 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2026-03-31 2026-03-31 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember BNZI:AchievingMarketCapitalizationThresholdMember 2026-03-31 2026-03-31 0001826011 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember BNZI:BonusPaymentMember 2026-03-31 2026-03-31 0001826011 us-gaap:CommonClassAMember BNZI:YorkvilleAdvisorsGlobalLPMember us-gaap:SubsequentEventMember 2026-01-01 2026-03-31 0001826011 BNZI:PurchaseAgreementMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember us-gaap:SubsequentEventMember BNZI:FebruaryNoteMember 2026-02-13 0001826011 BNZI:PurchaseAgreementMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember us-gaap:SubsequentEventMember BNZI:FebruaryWarrantsMember srt:MaximumMember 2026-02-13 2026-02-13 0001826011 BNZI:PurchaseAgreementMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember us-gaap:SubsequentEventMember BNZI:FebruaryWarrantsMember 2026-02-13 0001826011 BNZI:PurchaseAgreementMember BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember us-gaap:SubsequentEventMember BNZI:FebruaryNoteMember 2026-02-13 2026-02-13 0001826011 BNZI:PrivatePlacementNotesMember BNZI:ThreeILPMember us-gaap:SubsequentEventMember BNZI:FebruaryNoteMember 2026-02-13 0001826011 BNZI:January1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-01-12 0001826011 BNZI:March1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-03-17 0001826011 BNZI:January1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-01-12 2026-01-12 0001826011 BNZI:March1800DiagonalNoteMember us-gaap:SubsequentEventMember 2026-03-17 2026-03-17 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-01-01 2026-03-31 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-01-01 0001826011 BNZI:AugustOctoberAndFebruary3INoteMember BNZI:ThreeILPMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2026-03-31 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:JulyAndSeptember1800DiagonalNoteMember 2026-01-01 2026-03-31 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:JulyAndSeptember1800DiagonalNoteMember 2026-01-01 0001826011 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember BNZI:JulyAndSeptember1800DiagonalNoteMember 2026-03-31 0001826011 BNZI:AtTheMarketOfferingMember us-gaap:SubsequentEventMember 2026-01-01 2026-01-01 0001826011 BNZI:AtTheMarketOfferingMember us-gaap:SubsequentEventMember us-gaap:CommonClassAMember 2026-03-26 2026-03-26 0001826011 us-gaap:SubsequentEventMember 2026-03-23 2026-03-23 0001826011 us-gaap:ComputerEquipmentMember 2025-12-31 0001826011 BNZI:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MinimumMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MaximumMember 2025-01-01 2025-12-31 0001826011 BNZI:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MinimumMember 2024-01-01 2024-12-31 0001826011 BNZI:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MaximumMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember BNZI:NoCustomerMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember BNZI:NoCustomerMember srt:MaximumMember 2024-01-01 2024-12-31 0001826011 BNZI:NoSupplierMember us-gaap:LiabilitiesTotalMember us-gaap:SupplierConcentrationRiskMember srt:MaximumMember 2025-01-01 2025-12-31 0001826011 BNZI:TwoSupplierMember us-gaap:LiabilitiesTotalMember us-gaap:SupplierConcentrationRiskMember srt:MaximumMember 2024-01-01 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2024-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2025-01-01 2025-12-31 0001826011 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtMember 2025-12-31 0001826011 BNZI:CPBFConvertibleNotesMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001826011 BNZI:CPBFConvertibleNotesMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-12-31 0001826011 us-gaap:ComputerEquipmentMember 2024-12-31 0001826011 BNZI:BanzaiOperatingMember 2024-12-31 0001826011 BNZI:VidelloMember 2024-12-31 0001826011 BNZI:OpenReelMember 2024-12-31 0001826011 BNZI:BanzaiOperatingMember 2025-01-01 2025-12-31 0001826011 BNZI:VidelloMember 2025-01-01 2025-12-31 0001826011 BNZI:OpenReelMember 2025-01-01 2025-12-31 0001826011 BNZI:BanzaiOperatingMember 2025-12-31 0001826011 BNZI:VidelloMember 2025-12-31 0001826011 BNZI:OpenReelMember 2025-12-31 0001826011 us-gaap:CustomerRelationshipsMember 2025-12-31 0001826011 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2025-01-01 2025-12-31 0001826011 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2025-01-01 2025-12-31 0001826011 us-gaap:TradeNamesMember 2025-12-31 0001826011 srt:MinimumMember us-gaap:TradeNamesMember 2025-01-01 2025-12-31 0001826011 srt:MaximumMember us-gaap:TradeNamesMember 2025-01-01 2025-12-31 0001826011 us-gaap:TechnologyBasedIntangibleAssetsMember 2025-12-31 0001826011 srt:MinimumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2025-01-01 2025-12-31 0001826011 srt:MaximumMember us-gaap:TechnologyBasedIntangibleAssetsMember 2025-01-01 2025-12-31 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2025-12-31 0001826011 BNZI:TwentyTwentyFourCPBFConvertibleNoteMember 2024-12-31 0001826011 BNZI:AgileTermNotesMember 2024-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNoteMember 2024-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNoteMember 2025-01-01 2025-12-31 0001826011 BNZI:ThousandEightHundredDiagonalNoteMember 2025-12-31 0001826011 BNZI:ThreeILPNotesMember 2024-12-31 0001826011 BNZI:ThreeILPNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:ThreeILPNotesMember 2025-12-31 0001826011 BNZI:BootCapitalNotesMember 2024-12-31 0001826011 BNZI:BootCapitalNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:BootCapitalNotesMember 2025-12-31 0001826011 BNZI:PrivatePlacementNotesMember 2025-12-31 0001826011 BNZI:PrivatePlacementNotesMember 2025-01-01 2025-12-31 0001826011 BNZI:PrivatePlacementWarrantsMember 2025-01-01 2025-12-31 0001826011 srt:MinimumMember 2024-12-31 0001826011 srt:MaximumMember 2024-12-31 0001826011 srt:MinimumMember 2024-01-01 2024-12-31 0001826011 srt:MaximumMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloLimitedMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember BNZI:VidelloMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:NonrelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2025-01-01 2025-12-31 0001826011 us-gaap:OperatingSegmentsMember us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:ReachMember 2025-01-01 2025-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:ReachMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:DemioMember 2025-01-01 2025-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:DemioMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:OpenReelMember 2025-01-01 2025-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:OpenReelMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:VidelloMember 2025-01-01 2025-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember BNZI:VidelloMember 2024-01-01 2024-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2025-01-01 2025-12-31 0001826011 us-gaap:SalesRevenueNetMember us-gaap:ProductConcentrationRiskMember 2024-01-01 2024-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure BNZI:Integer BNZI:Tradingday BNZI:Termnote BNZI:ConvertibleNote BNZI:NewConsolidatedConvertibleNote BNZI:Customer BNZI:Installment

As filed with the Securities and Exchange Commission on ~~December~~June 94, ~~2025~~2026

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Banzai International, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

7372

85-3118980

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code No.)

(I.R.S. Employer

Identification No.)

435 Ericksen Ave, Suite 250

Bainbridge Island, Washington 98110

Tel: (206) 414-1777

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph Davy

Banzai International, Inc.

435 Ericksen Ave, Suite 250

Bainbridge Island, Washington 98110

Tel: (206) 414-1777

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Louis Taubman, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York 10022

Tel: (917) 512-0827

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholder named herein may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION-DATED ~~December~~JUNE 94, ~~2025~~2026

Up to 2,~~076~~309,~~842~~ 107 shares of Class A Common Stock underlying ~~Convertible~~the Notes; and Up to 1,422,639 shares of Class A Common Stock underlying the Common Warrants

Banzai International, Inc. is filing this prospectus for the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 2,076,842 shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), issuable upon the conversion of that certain convertible promissory note (as amended, the “2024 CP BF Convertible Note”) originally issued by the Company to CP BF Lending, LLC, c/o Columbia Pacific Advisors (“CP BF”), pursuant to the Loan Agreement, dated as of February 19, 2021, as amended by the Second Amendment to Loan Agreement, dated as of September 23, 2024, and further amended by the Letter Agreement, dated October 10, 2025 between the Company and CP BF.

WeThis prospectus ~~will~~relates ~~not~~to ~~receive~~the ~~any proceeds~~offer and sale, from time to time, by the ~~sale~~selling stockholders named herein (collectively, the “Selling Stockholders”) of up to an aggregate of 3,731,746 shares of Class A ~~Common~~common ~~Stock~~stock, bypar value $0.0001 per share (the ~~Selling~~“Class A ~~Securityholders~~Common ~~pursuant~~Stock” toor ~~this~~“Common ~~prospectus.~~Stock”), ~~However~~of Banzai International, we ~~will~~Inc., ~~pay~~a Delaware corporation (the ~~expenses,~~“Company”) consisting ~~other~~of ~~than~~(i) ~~underwriting~~2,309,107 ~~discounts~~shares ~~and~~of ~~commissions~~Class ~~and~~A ~~expenses~~Common ~~incurred~~Stock byissuable upon the ~~Selling~~conversion ~~Securityholders~~of a senior secured convertible note (the “Note”) ~~for~~in ~~brokerage,~~the ~~accounting~~original principal amount of $11,000,000 ~~tax~~plus oraccrued ~~legal~~interest ~~services~~issued orpursuant ~~any~~to ~~other~~a ~~expenses~~securities ~~incurred~~purchase agreement, dated June 27, 2025, by and between the ~~Selling~~Company ~~Securityholders~~and inan ~~disposing~~institutional of investor (the ~~securities,~~“Purchase ~~associated~~Agreement”) ~~with~~ (the ~~sale~~shares of ~~securities~~Common Stock issuable pursuant to ~~this~~the ~~prospectus.~~terms ~~Additional~~of ~~details~~the ~~regarding~~Notes, ~~the~~including, ~~securities~~without tolimitation, ~~which this~~upon ~~prospectus~~conversion ~~relates~~or ~~and~~otherwise, collectively, the ~~Selling~~“Conversion Shares”) ~~Securityholders~~and is(ii) ~~set~~shares ~~forth~~of inClass ~~this~~A ~~prospectus~~Common inStock issuable upon the ~~Prospectus~~exercise ~~Summary~~of ~~under~~a warrant (the ~~heading~~ “~~Information~~Buyer ~~Related~~Warrant”) to ~~Offered~~purchase up ~~Securities”~~to ~~and~~1,422,639 ~~“Description~~shares of ~~Securities.~~Class A Common Stock (the “Warrant Shares”), also issued pursuant to the Purchase Agreement.

We previously ~~are~~registered ~~registering~~an ~~the~~aggregate ~~securities for~~of ~~resale~~9,004,003 ~~pursuant~~shares toof ~~the~~Class ~~Selling~~A ~~Securityholders’~~Common ~~registration~~Stock ~~rights~~issuable ~~under~~pursuant ~~certain~~to ~~agreements~~the ~~between~~Purchase usAgreement ~~and~~to the Selling ~~Securityholders.~~ ~~Our~~Stockholders, ~~registration~~which ofshares ~~the~~consisted ~~securities~~of ~~covered~~(i) by8,332,759 ~~this~~shares ~~prospectus~~of ~~does~~Class ~~not~~A ~~mean~~Common ~~that~~Stock ~~the~~issuable ~~Selling~~upon ~~Securityholders~~conversion ~~will~~of ~~offer~~the orNote ~~sell any~~and of(ii) ~~the~~ shares of Class A Common Stock. ~~The~~issuable ~~Selling~~upon ~~Securityholders~~the ~~may~~exercise ~~offer,~~of ~~sell,~~a orwarrant ~~distribute~~to ~~all~~purchase orup ato ~~portion of~~671,244 ~~their~~ shares of Class A Common Stock, ~~publicly~~in orthe ~~through~~Registration Statement ~~private~~on ~~transactions~~Form atS-3 ~~prevailing~~(File ~~market~~No. ~~prices~~333-289099) or(the at“Prior ~~negotiated~~Registration ~~prices~~Statement”), which the U.S. Securities and Exchange Commission We(the ~~will~~“SEC”) ~~not~~declared ~~receive~~effective ~~any~~on ~~proceeds~~August ~~from~~8, 2024. However, the ~~sale~~Prior ofRegistration ~~shares~~Statement does not include enough shares of Class A Common Stock bynow issuable under the ~~Selling~~Note ~~Securityholders~~and ~~pursuant~~Buyer Warrant due to ~~this prospectus.~~the Weadjustment ~~provide~~terms ~~more~~of ~~information~~the ~~about~~Note ~~how~~and ~~the~~Buyer ~~Selling~~Warrant, ~~Securityholders~~as ~~may~~further explained ~~sell~~herein ~~the~~(See, ~~shares~~“Recent inDevelopments ~~the~~- ~~section~~Private ~~entitled~~Placement ~~“Plan of~~Offering ~~Distribution~~(3i, LP).”

~~Sales~~The ofSelling aStockholders ~~substantial number of shares of Class A Common Stock in the public market~~may, ~~including~~from ~~the~~time ~~resale of the shares of Class A Common Stock held by our stockholders pursuant~~ to ~~this~~time, ~~prospectus or pursuant to Rule 144~~sell, ~~could occur at any time. These sales~~transfer, or ~~the~~otherwise ~~perception in~~dispose ~~the market that the holders~~ of aany ~~large~~or ~~number~~all of ~~shares~~their of Class A Common Stock ~~intend~~on toany stock ~~sell~~exchange, ~~shares~~market, ~~could~~or ~~reduce~~trading ~~the~~facility ~~market~~on ~~price of~~which the Class A Common Stock ~~and~~is ~~make~~traded itor ~~more~~in ~~difficult~~private ~~for~~transactions. ~~you~~These todispositions may ~~sell~~be ~~your holdings~~ at ~~times~~fixed ~~and~~ prices ~~that you determine are appropriate. We expect that~~, ~~because~~at ~~there~~prevailing ismarket aprices ~~large~~at ~~number of shares being registered pursuant to~~ the ~~registration~~time ~~statement~~ of ~~which this prospectus forms a part~~sale, ~~the~~at ~~Selling~~prices ~~Securityholders~~related ~~will continue~~ to ~~offer~~ the ~~securities~~prevailing ~~covered~~market ~~thereby~~price, ~~pursuant~~at ~~to this prospectus or~~varying ~~pursuant~~prices todetermined ~~Rule~~at ~~144~~the ~~for a significant period of~~ time, ~~the precise duration~~ of ~~which cannot be predicted. Accordingly~~sale, ~~the~~at ~~adverse~~negotiated ~~market and price pressures resulting from an offering pursuant to the registration statement may continue for an extended period of time~~prices.

We ~~are~~will annot ~~“emerging~~receive ~~growth~~any ~~company,”~~of asthe ~~defined~~proceeds infrom ~~Section~~the ~~2(a)~~sale or other disposition of the ~~Securities~~Class ~~Act~~A Common Stock by the Selling Stockholders, ~~and~~but we will bear all costs, asfees, ~~such~~and expenses in connection with the registration of the Class A Common Stock offered by the Selling Stockholders. The Selling Stockholders will bear all commissions or discounts, ~~have~~if ~~elected~~any, attributable to ~~comply with~~the ~~certain~~sale ~~reduced~~of ~~public~~the ~~disclosure~~Class ~~requirements~~A Common Stock offered for resale through this prospectus. ~~and~~All ~~future~~net ~~filings.~~proceeds ~~This~~from the sale of the shares of common stock covered by this prospectus ~~complies~~will ~~with~~go to the ~~requirements~~selling stockholders. However, we may receive the proceeds from any exercise of the Buyer Warrants if the holders do not exercise ~~that~~the ~~apply~~Buyer toWarrants anon ~~issuer~~a ~~that~~cashless basis, of which there is anno ~~emerging~~guarantee. ~~growth~~See ~~company~~“Use of Proceeds.” For information regarding the Selling Stockholders and the times and manner in which they may offer or sell the Class A Common Stock, see “Selling Stockholders” and “Plan of Distribution.”

~~See~~Our Class A Common Stock is listed on the ~~section~~Nasdaq ~~entitled~~Capital ~~“Risk~~Market ~~Factors~~under the symbol “BNZI.” ~~beginning~~On onJune ~~page~~2, 122026, the last reported sale price of ~~this~~our ~~prospectus~~Class toA ~~read~~Common ~~about~~Stock ~~factors~~on ~~you~~Nasdaq ~~should~~was ~~consider~~$3.31 per share. Our warrants, each exercisable for one share of Common Stock ~~before~~at ~~buying~~a price of $115,000.00 per share, originally issued in our ~~securities~~initial public offering (the “Public Warrants”), are currently listed on The Nasdaq Capital Market under the symbol “BNZIW.”

~~Neither~~See the ~~Securities~~section ~~and~~entitled ~~Exchange~~“Risk ~~Commission~~Factors” ~~nor~~beginning ~~any~~on ~~state~~page ~~securities~~10 ~~commission has approved or disapproved~~ of ~~these securities or determined if~~ this prospectus isto ~~truthful~~read orabout ~~complete.~~factors ~~Any~~you ~~representation~~should toconsider ~~the~~before buying ~~contrary~~our ~~is a criminal offense~~securities.

~~The~~Neither ~~date~~the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is ~~December~~truthful or 9,complete. ~~2025~~Any representation to the contrary is a criminal offense.

The date of this prospectus is June 4, 2026.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		1210
USE OF PROCEEDS		4135
MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY		4235
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		4336
BUSINESS		7853
MANAGEMENT		8660
EXECUTIVE AND DIRECTOR COMPENSATION		9367
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		9772
PRINCIPAL SECURITYHOLDERS		~~101~~73
SELLING SECURITYHOLDER		~~103~~74
PLAN OF DISTRIBUTION		~~104~~76
DESCRIPTION OF SECURITIES		~~107~~79
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		~~121~~98
LEGAL MATTERS		~~127~~104
EXPERTS		~~127~~104
WHERE YOU CAN FIND MORE INFORMATION		~~127~~104
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in or incorporated by reference in this prospectus or in any free writing prospectus that we may provide to you in connection with this offering. We have not authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference in this prospectus or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. We are not making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you with in connection ~~with~~ with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We do not take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Banzai,” “we,” “us,” “our” and similar terms refer to Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc.) and its consolidated subsidiaries (including Legacy Banzai). References to “7GC” refer to our predecessor company prior to the consummation of the Business Combination.

Except as otherwise indicated, all references to our common stock, share data, per share data and related information depict the effect of the 1-for-1020 reverse stock split of the shares of our outstanding common stock, effective as of ~~July~~May 8, ~~2025~~2026 (the “~~July~~May 2026 Reverse Stock Split”), as if it had occurred at the beginning of the earliest period presented. The ~~July~~May 2026 Reverse Stock Split combined ~~each~~ ~~ten~~each twenty shares of our outstanding shares of common stock into one share of common stock, without any change in the par value per share, and the ~~July~~May 2026 Reverse Stock Split correspondingly adjusted, among other things, the number of shares of outstanding common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and in documents incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding the Company’s:

●■ future financial, business, and operating performance and goals; ●■ annualized recurring revenue and customer retention; ●■ ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; ●■ potential financing and ability to obtain financing; ●■ our continued listing with Nasdaq; ●■ acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; ●■ strategy and strategic goals, including being able to capitalize on opportunities; ●■ expectations relating to the Company’s industry, outlook, and market trends; ●■ total addressable market and serviceable addressable market and related projections; ●■ plans, strategies, and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and ●■ product areas of focus and additional products that may be sold in the future.

Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business, and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in this prospectus, the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date they are made, except as required by law.

iii

PROSPECTUS SUMMARY

This summary highlights selected information appearing in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set forth in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and the consolidated financial statements and related notes included elsewhere in this prospectus before making an investment decision.

The Company

Banzai International, Inc. ~~(f/k/a 7GC & Co. Holdings Inc.)~~ is a Software as a Service (“SaaS”) company operating in the marketing technology (“MarTech”) industry. We provide our customers with tools to help them market and sell with greater efficiency and impact. To date, Banzai has supported over ~~140~~150,000 global customers, including entrepreneurs and Fortune 500 companies. Our customers ~~including~~ ~~RBC~~include Amazon, Dell ~~Technologies~~, ~~New York Life~~Salesforce, Aflac, Thermo Fisher Scientific, ~~Thinkific~~RBC Wealth Management, ~~and~~Fitch ~~ActiveCampaign~~Group, and many other globally recognized brands.

Banzai grows in three ways: acquiring new customers through our sales and marketing efforts, expanding our platform through the development and acquisition of MarTech products, and cross-selling additional solutions to our existing customers. When evaluating acquisitions, we look for profitable businesses with customer profiles that align with our values and growth strategy. When considering additional products to purchase and offer, we look at customer satisfaction levels because we believe that is a good indicator of a product’s trajectory.

Our vision is to build a suite of mission-critical solutions that address a broad spectrum of customer needs. By integrating these tools, we aim to create efficiencies and unlock shared data and assets that power more advanced AI capabilities. ~~Between~~In ~~the~~December ~~fourth~~2024 ~~quarter~~we acquired ofClearDoc, ~~2024~~Inc. ~~and~~(d/b/a ~~the~~OpenReel ~~first~~“OpenReel”), ~~quarter~~in ofJanuary 2025, ~~Banzai~~we acquired ~~two~~Vidello ~~companies~~Limited (“Vidello”), ~~ClearDoc~~and in November 2025 we acquired the assets of Superblocks, ~~Inc.~~in ~~(d/b/a~~order ~~OpenReel)~~to expand our product offerings and ~~Vidello,~~customer ~~Ltd~~base. Our platform currently includes several products, ranging across demand generation, webinar hosting, video creation and email newsletters.

We sell most of our products using a recurring subscription license model typical in SaaS businesses, with customer contracts that vary in term length from single months to multiple years. As of ~~September~~December 3031, 2025, our customer base included ~~over 4,590~~ customers operating in ~~over~~ 90 countries, across numerous different industries, including healthcare, financial services, e-commerce, technology, media, and others. No single customer represents more than 10% of our revenue. Since 2021, we have focused on increasing mid-market and enterprise customers for Demio.

We were originally ~~incorporated~~known ~~in Delaware in September 2020~~ as a7GC ~~blank~~& ~~check~~Co. ~~company~~Holdings ~~formed~~Inc ~~for~~(“7GC”). ~~the~~On ~~purpose~~December ~~of effecting a merger~~14, ~~share exchange~~2023, ~~asset~~Banzai ~~acquisition~~International, ~~stock~~Inc. ~~purchase,~~became ~~reorganization,~~a orpublicly traded ~~similar~~company ~~business~~as ~~combination~~a ~~with~~result ~~one~~of orcompleting ~~more~~the ~~businesses or entities. Upon closing our initial~~ business combination ~~on December 14~~, ~~2023~~recapitalization ~~(the “Business Combination”) pursuant to that certain Agreement~~ and ~~Plan~~other oftransactions ~~Merger and Reorganization, dated as of December 8, 2022,~~ with Banzai Operating Co LLC (f/k/a Banzai International, Inc.) (“Legacy Banzai”), ~~7GC Merger Sub I, Inc. (“First Merger Sub”),~~ and 7GC ~~Merger Sub II, LLC~~ (~~“Second Merger Sub”) (as amended by the Amendment to Agreement and Plan of Merger~~collectively, ~~dated as of August 4, 2023,~~ the “~~Merger~~Business ~~Agreement~~Combination”)~~, we acquired Legacy Banzai~~. Legacy Banzai operates under the name “Banzai Operating Co Inc.” (the “Operating Company”) and is one of our ~~two~~three wholly owned subsidiaries. Legacy Banzai was incorporated in Delaware in September 2015. ~~Our business operations are currently conducted by the Operating Company and two of our subsidiaries, OpenReel and Vidello.~~

The rights of holders of our Class A Common Stock and the warrants issued pursuant to our initial public offering (the “Public Warrants”) are governed by our second amended and restated certificate of incorporation, as amended (the “Charter”), our second ~~amended~~ amended and restated bylaws (the “Bylaws”) and the Delaware General Corporation Law (the “DGCL”), and, in the case of the Public Warrants, the Warrant Agreement, dated December 22, 2020 (the “Warrant Agreement”), between 7GC and the ~~Continental~~ Continental Stock Transfer & Trust Company, as the warrant agent.

Recent Developments

~~Full~~On ~~Time~~April ~~CFO~~28, ~~Appointed~~2026, stockholders holding approximately 40.52% of the Company’s voting power approved a 1-for-20 reverse stock split of the Company’s Class A and Class B common stock, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effect the reverse stock split. Trading of the Company’s Class A Common Stock on a split-adjusted basis commenced on The Nasdaq Capital Market on May 8, 2026, under the symbol “BNZI,” and the reverse stock split reduced the number of outstanding shares of Class A and Class B common stock from 22,910,282 and 677,118 shares to 1,145,515 and 33,856 shares, respectively (the “May 2026 Reverse Stock Split”).

As of July 2, 2025, Mr. Dean Ditto has agreed to serve as our Chief Financial Officer, effective immediately. Mr. Ditto replaces Interim Chief Financial Officer, Alvin Yip.

Reverse Stock Split

On July 8, 2025, we effected a 1-for-10 reverse stock split of our outstanding Class A common stock and Class B common stock. Based on such reverse stock split, the total number of outstanding shares of Class A common stock was adjusted from 22,710,739 to approximately 2,271,074 and the total number of outstanding shares of Class B common stock was adjusted from 2,311,134 to approximately 231,114. The par value per common share remained unchanged at $0.0001.

Senior Secured Convertible Note Offering

On June 27, 2025, we entered into a securities purchase agreement (the “June Purchase Agreement”) with an institutional investor (the “Buyer”) for the issuance and sale in a private placement (the “June Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “June Notes”) which Notes shall be convertible into shares of the Company’s Class A common stock, par value $0.0001, of the Company (the “Common Stock” or “Class A Common Stock”) (the shares of Common Stock issuable pursuant to the terms of the June Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the June Notes. The Buyer initially purchased (i) a June Note in the aggregate original principal amount of $2,200,000 and (ii) a warrant to initially acquire up to 126,973 shares of Common Stock (the “June Buyer Warrants”) (as exercised, collectively, the “June Warrant Shares”). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 50,157 shares of Common Stock (the “Financial Advisor Warrants”, together with the Buyer Warrants, the “Warrants”). The Offering closed on June 30, 2025 (the “Initial Closing Date”).

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

InOn March ~~September~~23, ~~2025~~2026, asthe Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. (“ConnectAndSell”), ~~per~~an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. The acquisition is expected to increase Banzai’s annual revenue. The two companies have executed a non-binding letter of intent. As the parties continue to negotiate material terms of the ~~June~~transaction, ~~and~~management ~~August~~currently ~~Notes~~anticipates ~~and~~that ~~Warrants~~the transaction will close in the second half of fiscal 2026. However, since the ~~conversion~~transaction ~~price~~is also subject to execution of a definitive agreement and ~~exercise~~closing conditions, ~~price~~we ~~was~~cannot ~~adjusted~~accurately estimate the actual closing date at this time. There can be no assurance that we will be able to $2complete this acquisition.~~50.~~

OnExchange October 8, 2025, the parties held an additional Closing pursuant to the terms of the June Purchase Agreement (the “Third Closing”). The Company issued an additional Note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per share and issuance date of October 8, 2025 (the “October Note” which together with the August Note and the June Note, are collectively referred to herein as the “Notes”), and additional Warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the “October Warrants” which together with the June Warrants and the August Warrants, are collectively referred to herein as the “Buyer Warrants”), in the Third Closing. The October Note matures on October 8, 2026. Other than the maturity date and the conversion and exercise price of the October Note and October Warrants, respectively, the October Note and October Warrants have the same terms as those issued on the Initial Closing Date.Agreements

~~The~~On December ~~Notes~~15, ~~were~~2025, ~~issued with~~the anCompany ~~original~~entered ~~issue~~into ~~discount~~that ofcertain ~~10.0%~~Exchange Agreement (the “~~OID~~Agile Exchange Agreement”) by and ~~accrue~~among Agile ~~interest~~Capital atFunding, LLC, a ~~rate~~New York limited liability company, and Agile Lending, LLC, a Virginia limited liability company (“Agile”), on the one hand, and the Company, on the other hand, pursuant to which the Company exchanged 11,640 shares of 10Common Stock, valued at $24.0%40 per ~~annum.~~share, ~~The~~for ~~June~~a ~~Notes~~reduction ~~mature 18~~of ~~months~~the ~~from~~outstanding balance of that certain Subordinated Secured Promissory Note issued to Agile in the ~~date~~original principal amount of ~~issuance~~$4,000,000 (the “~~Maturity~~Agile ~~Date~~Note”). In connection therewith, ~~unless~~the ~~extended~~Company entered into that certain Forbearance Agreement (the “Forbearance Agreement”), dated as of December 15, 2025, pursuant to which, among other things, the ~~terms~~Company ~~thereof.~~agreed ~~The~~to ~~Notes~~pay ~~are~~to ~~convertible (in~~Agile ~~whole~~a orforbearance fee of $628,058 in ~~part)~~the atform ~~any~~of ~~time~~an ~~prior~~increase toin the ~~Maturity~~principal ~~Date~~amount due ~~into~~under the ~~number~~Agile ofNote. ~~shares~~Following ofthe ~~Common~~initial ~~Stock~~exchange, ~~equal~~the toCompany ~~quotient~~and ofAgile ~~the~~entered ~~Conversion~~into nine additional exchange agreements ~~Amount~~on ~~divided~~substantially bysimilar ~~(y)~~terms ~~the~~between ~~Conversion~~January ~~Price~~2026 and May 2026 (~~the~~each, a “~~Conversion~~Subsequent ~~Rate~~Exchange Agreement”)., Atpursuant to nowhich ~~time~~the ~~may~~Company ~~the~~issued ~~Buyer~~an ~~hold~~aggregate ~~more~~of ~~than~~165,183 ~~4.99%~~additional ~~(or~~shares upof Common Stock to Agile at prices ranging from $3.46 to 9$23.~~99%~~60 atper ~~the~~share ~~election~~in ofexchange for corresponding reductions in the ~~Buyers~~outstanding ~~pursuant~~balance tounder the ~~Notes)~~Agile ofNote (the ~~outstanding~~Agile ~~Common~~Exchange Agreement, ~~Stock.~~the ~~The~~Subsequent ~~conversion~~Exchange ~~price~~Agreements, ofand the ~~Notes~~transactions iscontemplated ~~subject~~thereby, collectively, the “Agile Exchanges”). toFollowing athese ~~floor~~exchanges, ~~price~~the outstanding balance of the Agile Note was reduced to approximately $1419 thousand.~~10.~~

~~The Notes mature 12 months~~Private ~~from~~Placement ~~the~~Offering ~~date of issuance~~(3i, ~~unless~~LP) ~~extended pursuant to the terms thereof.~~

On February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “February Closing”). The ~~Buyer~~Company ~~Warrants~~issued ~~are~~an additional note in the original principal amount of $2,333,333, with an initial conversion price equal to $22.20 per share and issuance date of February 13, 2026 (the “February 3i Note,” together with the August Note, the October Note, and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase up to ~~553~~21,~~208~~ 021 shares of Common Stock, at an initial exercise price equal to $50.00 per share (the “February Warrants,” together with the August Warrant, the October Warrants, and the Initial Buyer Warrants, are collectively referred to herein as the ~~adjusted~~“Buyer Warrants”), in ~~September~~the toFebruary $2Closing.~~50.~~ The ~~Buyer~~February Note matures on February 13, 2027. Other than the maturity date of the February Note and February Warrants, ~~are~~respectively, ~~exercisable~~the February Note and February Warrants have the same terms as those issued ~~immediately~~on ~~upon~~the August Closing, the October Closing and the Initial Closing Date. Upon the issuance of the February Note, the Company received proceeds of approximately $1.6 million, net of original issue discount and ~~have~~issuance afees ~~term~~and costs. The shares of Common Stock being registered for resale in this prospectus (as described on the cover page hereof) include shares issuable upon conversion of the Notes and exercise ~~equal~~of tothe ~~three~~Buyer ~~years~~Warrants ~~from~~issued pursuant to the ~~date~~Purchase Agreement, including shares issuable as a result of ~~issuance~~the adjustment provisions described below.

AsThe February ~~required~~Note bywas ~~the~~issued ~~registration rights~~with ~~agreement~~an ~~related~~original toissue discount of 10.0% (the ~~June~~“OID”), ~~Offering~~as were the other Notes issued on the August Closing, the ~~Company~~October ~~filed~~Closing and the Initial Closing Date and accrue interest at a ~~registration~~rate ~~statement~~of on10.0% ~~July~~per 30annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), ~~2025~~unless extended pursuant to ~~register~~the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the ~~resale~~Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount ~~Shares~~divided ~~and~~by (y) the ~~Warrant~~Conversion ~~Shares;~~Price (the ~~registration~~“Conversion ~~statement~~Rate”). ~~must~~At beno ~~effective~~time nomay ~~later~~the Buyer hold more than ~~sixty~~4.99% (60or up to 9.99% at the election of the Buyers pursuant to the Notes) ~~days~~of ~~following~~the outstanding Common Stock. The conversion price of the February Note ~~date~~is subject to a floor price of $5.08. The Conversion Price of the ~~agreement~~Notes and the exercise price of the Buyer Warrants are each subject to adjustment pursuant to the terms of the Notes and Buyer Warrants, respectively, including: (i) customary adjustments for stock splits, stock dividends, recapitalizations and similar events; (ii) anti-dilution adjustments pursuant to which the Conversion Price or ~~ninety~~exercise price, as applicable, may be reduced if the Company issues or is deemed to issue shares of Common Stock or other convertible securities at a price below the then-applicable Conversion Price or exercise price; and (90iii) ~~days~~certain alternative conversion pricing provisions contained in the ~~event~~Notes based on the market price of the Common Stock. As a ~~“full~~result ~~review”~~of bythese adjustment provisions, the ~~SEC)~~number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Buyer Warrants could increase materially above the number of shares initially issuable based on the original Conversion Price and exercise price, and the Company is registering additional shares of Common Stock pursuant to this prospectus to account for such potential increases.

The initial net proceeds to the Company from the Offering were approximately $1.725 million, after deducting financial advisory fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Offering for general corporate purposes and working capital.

Rodman & Renshaw LLC (“Rodman”) acted as the Company’s exclusive financial advisor in connection with the Offering, pursuant to that certain Letter Agreement, dated as of April 30, 2025, as amended, between the Company and Rodman. Pursuant to the Letter Agreement, the Company paid Rodman (i) a total cash fee equal to 7% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Offering (inclusive of the gross proceeds to be received from the exercise of any Buyer Warrants), and (iii) a non-accountable expense allowance of $75,000. In addition, the Company issued to Rodman or its designees the Financial Advisor Warrants to purchase up to an aggregate of 153,918 shares of Common Stock at exercise prices ranging from $3.13 to $3.49 per share, which represents 125% of the respective Offering price. The Financial Advisor Warrants have substantially the same terms as the Buyer Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

At The Market Offering

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

~~Offers~~Due ~~and~~to ~~sales~~the ofAgile ~~the~~Exchanges ~~ATM~~that ~~Shares~~took byplace ~~the~~in ~~Company,~~late if2025 ~~any~~and 2026, ~~under~~ the ~~ATM~~number ~~Agreement,~~of ~~will~~shares beof ~~made~~Class ~~through~~A aCommon ~~prospectus~~Stock ~~supplement,~~issuable ~~dated~~upon ~~August~~exercise of ~~27,~~the ~~2025~~Buyer ~~and~~Warrants anwas ~~accompanying~~adjusted ~~base~~from ~~prospectus~~1,666,386 ~~dated~~to ~~August 8~~560,005 ~~2025,~~and ~~contained therein (~~the ~~“ATM~~Exercise ~~Prospectus~~Price ~~Supplement”), which ATM Prospectus Supplement forms a part~~ of the ~~Company’s~~Buyer ~~shelf~~Warrant ~~registration~~was ~~statement~~adjusted onfrom ~~Form~~$1.11 S-to $3.303. In ~~(File 333-288908)~~addition, aspursuant ~~amended, initially~~to ~~filed~~the byanti-dilution ~~the~~provisions ~~Company~~contained ~~with~~in the ~~U.S.~~Notes, ~~Securities~~the ~~and~~conversion ~~Exchange~~price ~~Commission~~of (the ~~“SEC”)~~Notes onwas ~~July~~automatically 23adjusted downward, ~~2025~~which (increased the ~~“Registration~~ ~~Statement”)~~number ~~and~~of ~~declared~~shares ~~effective~~issuable byupon ~~the~~conversion ~~SEC~~of onthe ~~August 8~~Notes, ~~2025.~~although ~~The~~the ~~aggregate~~outstanding ~~market~~principal ~~value~~amount of the ~~shares~~ ofNotes ~~Class~~remained Aunchanged. ~~Common~~Following ~~Stock eligible for sale under~~ the ~~ATM~~May ~~Prospectus~~2026 ~~Supplement~~Reverse isStock ~~approximately~~Split, ~~$8.2~~the ~~million~~Buyer asWarrants ofand ~~December~~Notes 5,have ~~2025,~~a ~~which~~current isExercise ~~based~~Price onand Conversion ~~the~~Price ~~limitations~~ of ~~General Instruction I~~$3.~~B.6~~303 ofand ~~Form S-~~$3.303, respectively.

As1800 ofDiagonal ~~December 5, 2025, we raised net proceeds of approximately $3.1 million and issued approximately 1,418,815 shares, pursuant to the ATM Offering.~~Issuance

~~The~~On January ~~ATM~~12, ~~Offering~~2026 ofand ~~the~~March ~~Shares~~17, ~~pursuant~~2026, to the ~~ATM~~Company ~~Agreement~~issued the eleventh and ~~the~~twelfth ~~ATM~~promissory ~~Prospectus~~notes ~~Supplement~~(the ~~will~~“January ~~terminate~~1800 Diagonal Note” ~~upon~~and ~~the~~“March ~~earlier~~1800 ofDiagonal (iNote,” respectively) ~~the~~for ~~sale~~an aggregate principal amount of ~~the~~approximately ~~Maximum~~$296 ~~Amount~~thousand ~~(as~~and ~~defined~~$180 inthousand, respectively, ~~the~~and ~~ATM~~received ~~Agreement)~~net proceeds of ~~Shares~~approximately ~~pursuant~~$250 tothousand ~~the~~and ~~ATM~~$157 ~~Agreement~~thousand, orrespectively, after discount and transaction ~~(b)~~fees. ~~the~~The ~~termination~~notes have maturity dates of ~~the~~October ~~ATM~~15, ~~Agreement~~2026 byand usDecember or15, ~~the~~2026, ~~Manager~~respectively asand ~~permitted~~bear ~~therein~~interest at 14% per annum.

On May 4, 2026, the Company issued the thirteenth promissory note for an aggregate principal amount of approximately $206 and received net proceeds of approximately $150, after discount and transaction fees. The note has a maturity date of January 30, 2027, and bears interest at 14%.

CP BF Loan

On February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the “Guarantors”), entered into a loan agreement with CP BF Lending, LLC (“CP BF” and the “Loan Agreement,” respectively) and issued a convertible promissory note (the “First Senior Convertible Note”) in an aggregate principal amount of $1,500,000 to CP BF. As further disclosed in previously filed Current Reports on Form 8-K, the parties entered into several amendments and side letters regarding the Loan Agreement and First Senior Convertible Note. The Company also previously disclosed that in September 2024, pursuant to a securities purchase agreement with CP BF, (the “CP BF SPA”),CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (collectively, the “CP BF Registrable Securities”). After giving effect to the purchase and sale pursuant to the CP BF SPA, the Company’s remaining obligation to CP BF was $8,758,775. CP BF agreed to convert such debt into a consolidated convertible note with a principal amount of $10,758,775 (the “Note”), via the Second Amendment to Loan Agreement, dated September 23, 2024 (the “Amended Loan Agreement”).

On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025 (as amended on October 15, 2025, the “Letter Agreement”), amending certain terms of the Loan Agreement and Note. Pursuant to the Letter Agreement: (i) the Conversion Price was reduced to 95% of the Class A Common Stock price on the trading day (each a “Trading Day”) immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50 (the “Floor Price”); (ii) CP BF agreed to use commercially reasonable efforts to partially convert the Balance of the Note into Class A Common Stock at the new conversion price, subject to a daily volume limitation of 5% of aggregate daily trading volume, which the Company may waive or increase; and (iii) following the Company’s payment of at least $2,000,000 of the Note’s then existing balance and until the earlier of (a) 60 days following the date of the Letter Agreement and (b) the Company’s receipt of $10,000,000 in gross proceeds from securities sales (such period, the “Suspension Period”), the Company’s obligation to prepay a portion of securities offering proceeds to CP BF under the Loan Agreement is suspended.

Pursuant to Section 2.3(a)(i) of the Note, the Conversion Price was proportionately adjusted to reflect the May 2026 Reverse Stock Split. As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the Note.

On May 15, 2026, the Company, the Guarantors and CP BF entered into a letter agreement (the “Floor Price Amendment”), further amending the Loan Agreement and the Note. Pursuant to the Floor Price Amendment, the Floor Price applicable to the Conversion Price under the Note was reduced from $50.00 (as adjusted for the Reverse Stock Split) to $4.50 (on a post-Reverse Stock Split basis). For the avoidance of doubt, the Conversion Price remains equal to 95% of the price of the Class A Common Stock on the Trading Day immediately preceding delivery of any Conversion Notice, subject to the Floor Price as amended by the Floor Price Amendment.

Common Stock Issuances

1800 Diagonal Conversions

Between January 1, 2026 and March 31, 2026, the Lender exercised its contractual conversion option multiple times under the July 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 24 thousand shares of Class A Common Stock at conversion prices ranging from $16.50 to $18.60 in satisfaction of approximately $392 thousand of the Company’s obligations under the respective Notes.

Between May 5, 2026 and May 11, 2026, the Lender exercised its contractual conversion option multiple times under the November 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 36 thousand shares of Class A Common Stock at conversion prices ranging from $3.303 to $4.520 in satisfaction of approximately $142 thousand of the Company’s obligations under the respective Notes.

At the Market Offering

Subsequent to December 31, 2025, the Company issued approximately 107 thousand shares under the ATM Agreement for net proceeds of approximately $2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $1.5 million as of March 31, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3.

SEPA

On December 14, 2023, 7GC, Legacy Banzai and Yorkville entered into ~~the~~a ~~Original~~Standby ~~SEPA~~Equity ~~and, on~~Purchase ~~February~~Agreement 5,(as ~~2024,~~amended ~~the Company~~ and ~~Yorkville~~supplemented ~~entered~~from time ~~into~~to time, the ~~Supplemental~~ “SEPA ~~Agreement~~”), pursuant to which Yorkville has committed to purchase up to $100 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA,. ~~including~~The ~~certain~~prior ~~beneficial~~SEPA ~~ownership~~registration ~~limitations,~~statements athave ~~our~~been ~~request~~fully ~~any~~utilized. ~~time~~We ~~pursuant~~previously registered toshares ~~Advance~~of ~~Notices~~Class ~~delivered by~~A ~~the~~Common ~~Company~~Stock ~~any~~issuable ~~time~~under ~~during~~ the ~~commitment~~SEPA ~~period~~on ~~terminating~~a registration statement on ~~the~~Form 36S-~~month~~1 ~~anniversary~~(File ofNo. ~~the~~333-290241), ~~Original~~which became ~~SEPA;~~effective ~~provided~~on ~~that any~~September ~~Advance~~19, ~~Notice~~2025; ~~may~~as ~~only~~of bethe ~~made~~date ifhereof, ~~(x)~~328,400 noshares ~~amount~~remain ~~remains~~available ~~outstanding~~for onissuance thereunder. Since inception through the ~~Yorkville~~date ~~Promissory~~of ~~Notes~~this prospectus, ~~(y)~~the ~~there~~Company ishas anissued ~~effective Resale~~Advance ~~Registration~~Notices ~~Statement~~to ~~filed~~Yorkville ~~with~~pursuant to the ~~SEC~~SEPA ~~for~~pursuant ~~the~~to ~~resale~~which ~~under~~Yorkville has ~~the~~purchased ~~Securities~~an ~~Act~~aggregate of ~~the~~approximately 1,046,731 shares of the Company’s Class A Common Stock tofor beaggregate ~~issued~~gross ~~pursuant to~~proceeds ~~such~~of ~~Advance~~approximately $23.4 ~~Notice~~million, ~~and~~approximately ~~(z)~~$5.8 million of which were applied against outstanding balances under the ~~Company~~Yorkville ~~complies~~Convertible ~~with~~Notes. As ~~other~~of ~~customary~~the ~~conditions~~date ~~precedent~~of this prospectus, the Yorkville Convertible Notes are fully repaid.

Pursuant to the SEPA, Yorkville advanced to the Company the Pre-Paid Advance in a principal amount equal to $4.5 million, which amount is evidenced by promissory notes convertible into shares of Common Stock. The first Pre-Paid Advance in a principal amount of $2.0 million (less a 10% discount) was advanced at the Closing and was evidenced by issuance by the Company on December 14, 2023 to Yorkville of the First Yorkville Promissory Note having a principal amount of $2.0 million, the Second Tranche of $1.0 million (less a 10% discount) was advanced on February 5, 2024 and is evidenced by the issuance by the Company on February 5, 2024 of the Second Yorkville Promissory Note having a principal amount of $1.0 million and the Third Tranche of $1.5 million (less a 10% discount) was advanced on March 26, 2024 and is evidenced by the issuance by the Company on March 26, 2024 to Yorkville of the Third Promissory Note having a principal amount of $1.5 million. As of June 30, 2025, these notes were fully repaid.

The Yorkville Promissory Notes shall be convertible by Yorkville into shares of Common Stock at an aggregate purchase price based on a price per share equal to the lower of (a) the Fixed Price of $103.83 per share or (b) the Variable Price of 90% of the lowest daily VWAP of the shares of Common Stock on The Nasdaq Global Market during the ten trading days immediately prior to each conversion, but which Variable Price shall not be lower than the Floor Price then in effect. The “Floor Price” is $5.00 per share (subject to adjustment from time to time). Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than five (5) trading days’ prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the shares of Common Stock is less than $103.83 (subject to adjustment from time to time, the “Fixed Price”).

The Yorkville Promissory Notes accrue interest on the outstanding principal balances at an annual rate equal to 0%, subject to an increase to 18% upon an event of default as described in the Yorkville Promissory Notes.

The Yorkville Promissory Notes each mature on June 14, 2024, which maturity is expected to be extended to the date that is 120 days after the repayment of a portion of the Yorkville Promissory Notes described under the heading “Summary-Recent Developments” in this prospectus is completed and which maturity may be extended at the option of the holder.

Within seven trading days of an Amortization Event (as defined in the Yorkville Promissory Notes), the Company will be obligated to make monthly cash payments in an amount equal to the sum of (i) $1.0 million of principal of the Yorkville Promissory Notes (or the outstanding principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) a payment premium of 10% in respect of such Amortization Principal Amount, plus (iii) accrued and unpaid interest thereunder. The obligation of the Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if at any time after an Amortization Event (a) the Company reduces the Floor Price to an amount no more than 75% of the closing price of the shares of Common Stock on the trading day immediately prior to such reset notice (and no greater than the initial Floor Price), or (b) the daily VWAP is greater than the Floor Price for a period of ten consecutive trading days, unless a subsequent Amortization Event occurs.

At any time during the Commitment Period and provided that a balance under a Yorkville Promissory Note is outstanding, Yorkville may, by providing an Investor Notice to the Company, require the Company to issue and sell shares to Yorkville as set out in the relevant Investor Notice, subject to certain limitations as set forth in the SEPA. The purchase price of the shares delivered pursuant to an Investor Notice shall be equal to the Conversion Price and shall be paid by offsetting the amount of the aggregate purchase price to be paid by Yorkville against an equal amount outstanding under the Promissory Note.

Otherwise, Common Stock to be issued to Yorkville from time to time under the SEPA will be issued at one of two pricing options, at the election of the Company. Under Pricing Option 1, the Company will sell Common Stock at 95% of the VWAP of Common Stock during the period commencing (i) if submitted to Yorkville prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Yorkville after 9:00 a.m. on a trading day, upon receipt by the Company of written confirmation of acceptance of such Advance Notice by Yorkville (or the open of regular trading hours, if later), and which confirmation shall specify such commencement time, and, in either case, ending on 4:00 p.m. New York City time on the applicable date of the Advance Notice. Under Pricing Option 2, the Company will sell Common Stock at 96% of the lowest daily VWAP of Common Stock during the period commencing (i) if submitted to Yorkville prior to 9:00 a.m. Eastern Time, the three consecutive trading days commencing on the date of the Advance Notice or (ii) if submitted to Yorkville after 9:00 a.m. Eastern Time, the three consecutive trading days commencing on the trading day immediately following the date of the Advance Notice.

The Company’s ability to deliver Advance Notices to Yorkville is subject to the satisfaction or waiver of certain conditions.

The SEPA does not require Yorkville to subscribe for or acquire any shares of Common Stock under the SEPA if those shares of Common Stock, when aggregated with all other shares of Common Stock acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the then outstanding shares of Common Stock.

The Prior SEPA Registration Statements have been fully utilized and as of the date hereof, nothing remains available under the SEPA.

On May 22, 2024, the Company entered into an Amended and Restated Debt Repayment Agreement (the “Amended Debt Repayment Agreement”) with Yorkville with respect to the unsecured promissory note in the principal amount of $2,000,000 issued to Yorkville on December 14, 2023 (the “December Promissory Note”) and the unsecured promissory note in the principal amount of $1,500,000 issued to Yorkville on March 26, 2024 (the “March Promissory Note,” together with the December Promissory Note, the “Promissory Notes”). The Amended Debt Repayment Agreement amends and restates the Debt Repayment Agreement, dated as of May 3, 2024, by and between the Company and Yorkville. The Company issued the Promissory Notes pursuant to a Standby Equity Purchase Agreement, dated as of December 14, 2023, by and among Yorkville and the Company, as amended from time to time (the “SEPA”). As of the date hereof, there is no outstanding balance under the Promissory Notes.

Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Promissory Notes to September 25, 2024, and to satisfy the $75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Common Stock.

On September 16, 2025, we entered into a Convertible Promissory Note (the “September 2025 Note”) in the principal amount of $2,000,000 (the “Original Principal Amount”) with Yorkville, to be used as an advance under the SEPA. The Company received $890,000 from Yorkville on that same date (“Advance #1), which reflects 50% of the Original Principal Amount, 10% discount and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, Yorkville shall remit an amount equal to 50% of the remaining Original Principal Amount, or $1,000,000, less a discount equal to 10% of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (“Advance #2”). As of the date of this prospectus, the Company received net proceeds of $900,000.00 from Yorkville (“Advance #2”).

The September 2025 Note was issued on September 16, 2025 (the “Issuance Date”) and the maturity date of the Note is March 16, 2026, but may be extended at the option of the Company (the “Maturity Date”). Beginning on the 30th day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4% of the Principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Note bears an interest annual rate of 6%, which shall increase to 18% upon the occurrence of an Event of Default, as defined in the September 2025 Note. The September 2025 Note is convertible into shares of the Company’s Class A common stock, at a conversion price of $2.50 per share (the “Conversion Price”). Yorkville may elect to convert part or all of the outstanding balance of the September 2025 Note at any time or from time to time after the Issuance Date. The Company maintains the right to redeem all or any part of the September 2025 Note, at any time, provided that (i) the Company provides Yorkville with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price.

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

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

On November 14, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 87,000 shares of the Company’s Class A Common Stock at a purchase price of $1.37 for a total purchase price of $119,538 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on November 17, 2025, the Company issued to Yorkville 87,000 shares of Class A Common Stock.

On December 2, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 170,000 shares of the Company’s Class A Common Stock at a purchase price of $1.23 for a total purchase price of $209,576 to be applied against the outstanding Yorkville Convertible Notes. Upon the settlement on December 05, 2025, the Company issued to Yorkville 170,000 shares of Class A Common Stock.

Termination of the SEPA

Unless earlier terminated as provided in the SEPA, the SEPA will terminate automatically on the earlier to occur of:

	●	the first day of the month next following the 36-month anniversary of the date of the SEPA, provided that if a Yorkville Promissory Note is then outstanding, such termination shall be delayed until such date that the Yorkville Promissory Note that was outstanding has been repaid (and/or converted); and
	●	the date on which Yorkville shall have made payment of Advances pursuant to the SEPA for shares of Common Stock equal to the commitment amount of $100.0 million.

Subject to certain conditions, we have the right to unilaterally terminate the SEPA upon five trading days’ prior written notice to Yorkville. The SEPA may also be terminated at any time by mutual written consent.

Effect of Issuances of Common Stock Under the SEPA on our Stockholders

All shares of Common Stock that may be issued by us to Yorkville under the SEPA that were registered under the Securities Act for resale by Yorkville on the Prior SEPA Registration Statements are expected to be freely tradable. The shares of Common Stock registered for resale under the SEPA may be issued by us to Yorkville from time to time at our discretion during the commitment period or are issued following a conversion of a Yorkville Promissory Note. The resale by Yorkville of a significant amount of shares registered for resale at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline. Issuances of shares of Common Stock, if any, to Yorkville under the SEPA will depend upon market conditions and other factors. We may ultimately decide to issue to Yorkville all, some, or none of the shares of Common Stock that may be available for issuance to Yorkville pursuant to the SEPA.

Because the subscription price per shares of Common Stock to be paid by Yorkville for Common Stock will fluctuate based on the market prices of our Common Stock during the applicable pricing period, as of the date of this prospectus we cannot reliably predict the number of shares of Common Stock that we will issue to Yorkville under the SEPA, the actual subscription price per share of Common Stock to be paid by Yorkville for those shares of Common Stock, or the actual gross proceeds to be raised by us from those issuances, if any.

The issuance, if any, of shares of Common Stock to Yorkville pursuant to the SEPA would not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders would be diluted. Although the number of shares of Common Stock that our existing stockholders own would not decrease as a result of issuances, if any, under the SEPA, the shares of Common Stock owned by our existing stockholders would represent a smaller percentage of our total issued shares of Common Stock after any such issuance.

CP BF Letter Agreement

As previously reported on February 19, 2021, the Company, along with Joe Davy and Demio, Inc. (the “Guarantors”), issued a convertible promissory note (the “First Senior Convertible Note”) in an aggregate principal amount of $1,500,000 to CP BF Lending, LLC (“CP BF”) in connection with a loan agreement, dated February 19, 2021, between the Company and CP BF (the “Loan Agreement”). On October 10, 2022, the Loan Agreement was amended, whereby CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for a convertible promissory note (the “Second Senior Convertible Note” and, together with the First Senior Convertible Note, the “Senior Convertible Notes”) issued by the Company in an aggregate principal amount of $321,345. On August 24, 2023, the Company and CP BF entered into a forbearance agreement (the “Original Forbearance Agreement”), as amended by the First Amendment to Forbearance Agreement, dated as of December 14, 2023 (collectively, the “Forbearance Agreement”), pursuant to which they agreed to amend and restate the Senior Convertible Notes so that they would not convert at the closing of a business combination as a “Change of Control” event. After the closing of the business combination that occurred on December 14, 2023, the Senior Convertible Notes became convertible, at CP BF’s option on 5 days’ written notice to the Company, into shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”). The Senior Convertible Notes provide that, at all times after a SPAC Transaction (as defined in the Senior Convertible Notes), the conversion price for any such conversion is approximately $4.35 per share, subject to adjustment as set forth therein.

On September 5, 2024, the Company entered into a Side Letter to the Loan Agreement whereby the Company agreed to enter into definitive transaction documents with CP BF and the Guarantors, where by each agreed that substantially all of the outstanding obligations of the Company and Guarantors with regard to the Loan Agreement shall be consolidated and evidenced by a single convertible note (the “Convertible Note”), and that, absent an event of default, the Convertible Note shall accrue interest at a rate of 15.5%, which interest shall be paid in kind monthly (collectively, the “Rate Reduction”). In exchange for agreeing to the Rate Reduction, CP BF subscribed (the “Subscription”) for, and the Company agreed to issue to CP BF, 7,000 Shares; the Company also agreed to register those shares in a registration statement.

On September 23, 2024, the Company entered into such definitive transaction documents with CP BF, including a Securities Purchase Agreement (the “CP BF SPA”), a Registration Rights Agreement (the “RRA”), a Lock-Up Agreement (the “Lock Up”) and issued CP BF a Common Stock Purchase Warrant (the “Warrant”) and a Pre-Funded Warrant (the “Pre-Funded Warrant,” together with the CP BF SPA, RRA, Lock Up and Warrant, the “CP BF Transaction Documents”). Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the “CP BF Registrable Securities”). Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them paying the full Subscription Amount ($2,000,000) to the Company. The Warrant can be exercised at an initial exercise price of $38.90 per share, subject to adjustment for a term of five years. Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless exercise. Pursuant to the RRA, the Company agreed to file a registration statement to register the CP BF Registrable Securities and for the registration statement to become effective on or before December 9, 2024.

Although the Note had a principal amount of $10,758,774.75, taking into account the purchase and sale pursuant to the CP BF SPA, the Company continued to owe $8,758,775 to CP BF. CP BF agreed to convert such debt into a consolidated convertible loan, evidenced by a convertible note (the “Note”), via the Second Amendment to Loan Agreement, dated as of September 23, 2024 (the “Amended Loan Agreement”). Pursuant to the Amended Loan Agreement, interest shall accrue as payable-in-kind at an annual interest rate of 15.5% per annum, which shall increase to 20% upon the occurrence of an event of default. The Company shall also pay CP BF a $900 monthly servicing fee, which may increase by 7% annually if certain fees increase in cost and paid CP BF a one-time origination fee in the amount of $160,000. The Amended Loan Agreement also provides certain instances in which the Company must prepay the loan. Until such time as the loan is paid in full, CP BF maintains the right to appoint one representative to the Company’s Board of Directors to attend and observe the Board of Director meetings. Adding in a 1% exit fee on the Note, we agreed to register an aggregate of 227,927 shares of Class A Common Stock underlying the Note in a registration statement. The Note may be converted into shares of the Company’s Class A Common Stock at a conversion price of $38.90 per share and matures on February 19, 2027.

As of October 14, 2025, there was an aggregate of $4,861,926.46 outstanding under the Note (the “Balance”). As per the terms of the prior agreements, shares of our Common Stock, are registered on Form S-1 with registration number 333-282306 (the “Registered Shares”).

On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the “Letter Agreement”). The Letter Agreement includes the following amendments to the Loan Agreement and Note:

● The Conversion Price is reduced to a price equal to 95% of the price of the Class A Common Stock on the trading day (each a “Trading Day”) immediately preceding delivery of any Conversion Notice, subject to a floor price of $2.50 (the “Floor Price”). ● CP BF shall take commercially reasonable actions to partially convert the Balance into shares of Class A Common Stock at the new conversion price. However, the Letter Agreement limits the amount of shares CP BF can sell (or convert) to 5% of the aggregate daily trading volume and we maintain the right to waive or increase such limitation. ● Between the time that we pay at least $2,000,000 of the Balance until the earlier of (a) 60 days following the date of the Letter Agreement and (b) our receipt of $10,000,000 in gross proceeds for the sale of our securities, (such period, the “Suspension Period”), we are no longer required to prepay a certain percentage of other proceeds we receive from securities offerings to CP BF, as originally required in the Loan Agreement.

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

Our failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement.

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in the section entitled “Risk Factors,” immediately following this prospectus summary. These risks include the following, among others:

Risks Related to our Business and Industry

●■ We have incurred significant operating losses in the past and may never achieve or maintain profitability. ● There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of their investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business. ● We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment. ● Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed. ● If the assumptions, analyses, and estimates upon which our forecasts, projections and outlook are based prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected. ● We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed, and our revenue could suffer as a result. ● Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations. ● Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors. ● Since we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance. ● Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies, which could have a material adverse effect on us. ● Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business. ● Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions. ● Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations. ● Adverse litigation results could have a material adverse impact on our business. ● Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business. ● Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.

7■ There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.

■

We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.

■

Our revenue growth rate depends on existing customers renewing and maintaining or expanding their subscriptions, and if we fail to retain our customers at current or expanded subscriptions, our business will be harmed.

■

If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

■

If we fail to effectively manage our growth, our business, results of operations, and financial condition may be harmed.

■

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

■

If the assumptions, analyses, and estimates upon which our forecasts, projections and outlook are based prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

■

If we fail to attract and retain qualified personnel, our business could be harmed.

■

Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.

■

We may not successfully develop or introduce new and enhanced products that achieve market acceptance, or successfully integrate acquired products or services with our existing products, and our business could be harmed and our revenue could suffer as a result.

■

If we do not adequately fund our development efforts, we may not be able to compete effectively and our business and operating results may be harmed.

■

Our acquisitions of, and investments in, other businesses, products, or technologies may not yield expected benefits and our inability to successfully integrate acquisitions may negatively impact our business, financial condition, and results of operations.

■

We face significant competition from both established and new companies offering marketing, sales, and engagement software and other related applications, as well as internally developed software, which may harm our ability to add new customers, retain existing customers, and grow our business.

■

Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.

■

Because we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance.

■

Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.

■

Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral or exercise other remedies, which could have a material adverse effect on us.

■

The impacts of geopolitical, macroeconomic, and market conditions, including pandemics, epidemics and other public health crises, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.

■

Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.

■

Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.

■

Our product offerings, solutions, and internal systems, as well as external internet infrastructure, may be subject to disruption that could harm our reputation and future sales or result in claims against us.

■

Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.

■

We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with customers, adversely affecting our brand and our business.

■

If we fail to effectively maintain and enhance our brands, our business may suffer.

■

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

■

We need to continue making significant investments in software development and equipment to improve our business.

■

Adverse litigation results could have a material adverse impact on our business.

■

Failure to protect or enforce our intellectual property rights could harm our business and results of operations.

■

Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could harm our business.

■

Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.

Risks Related to Offering and Ownership of Our Securities

●■ In order to support the growth of our business and repay our indebtedness, we will need to seek capital through new equity or debt financings or incur additional indebtedness under our credit facilities, which sources of additional capital may not be available to us on acceptable terms or at all. ● Future sales of shares of Class A Common Stock may depress their stock price. ● Issuances of shares of our Class A Common Stock pursuant to any Advances under the SEPA and conversion of any amounts under the Yorkville Promissory Notes, exercise of the GEM Warrant and conversion of any amounts under the GEM Promissory Note, and conversion of any amounts under the convertible promissory note (the “First Senior Convertible Note”) in an aggregate principal amount of $1,500,000 issued to CP BF in connection with a loan agreement, dated February 19, 2021, between the Company and CP BF (the “Loan Agreement”), which was amended on October 10, 2022, pursuant to which CP BF waived payment by the Company of four months of cash interest with respect to the term loan under the Loan Agreement in replacement for a convertible promissory note (the “Second Senior Convertible Note” and, together with the First Senior Convertible Note, the “Senior Convertible Notes”) issued by the Company in an aggregate principal amount of $321,345, would result in substantial dilution of our stockholders and may have a negative impact on the market price of our Class A Common Stock. ● Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. ● If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements. ● Our dual class common stock structure has the effect of concentrating voting power with our Chief Executive Officer and Co-Founder, Joseph Davy, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. ● The market price of Class A Common Stock is likely to be highly volatile, and you may lose some or all of your investment. This volatility could also subject us to securities class action litigation. ● If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline. ● We have incurred and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition. ● We have identified material weaknesses in our internal control over financial reporting in the past. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

8■ Future sales of shares of Class A Common Stock may depress their stock price.

●■ ~~Our~~Issuances ~~executive officers and directors collectively beneficially own approximately 20.53%~~ of ~~the~~shares ~~voting power~~ of ~~our~~Class ~~outstanding~~A Common Stock ~~and~~pursuant ~~have~~to ~~substantial~~any ~~control~~Advances ~~over~~under ~~us, which will limit your ability to influence~~ the ~~outcome~~SEPA of(as ~~important~~defined ~~transactions~~below), ~~including~~exercise aof ~~change~~the inGEM ~~control.~~Warrant ●(as Wedefined ~~may~~below) ~~issue~~and ~~additional~~conversion ~~shares~~ of ~~Common~~any ~~Stock~~amounts ~~or Preferred Stock, including~~ under ~~our~~the ~~equity~~Notes ~~incentive plan. Any such issuances~~ would ~~dilute~~result ~~the~~in ~~interest~~substantial dilution of our stockholders and ~~likely~~may ~~present~~have ~~other risks. ● If certain holders of Class A Common Stock sell~~ a ~~significant~~negative ~~portion of their securities, it may negatively~~ impact on the market price of ~~the~~our ~~shares of~~ Class A Common Stock ~~and such holders still may receive significant proceeds~~. ● It is not possible to predict the actual number of shares we will sell under the SEPA, or the actual gross proceeds resulting from those sales. Further, we may not have access to any or the full amount available under the SEPA.

■

Nasdaq (as defined below) may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

■

If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.

■

Our dual class common stock structure has the effect of concentrating voting power with our Chief Executive Officer and Co-Founder, Joseph Davy, which may limit an investor’s ability to influence the outcome of important transactions, including a change in control.

■

We cannot predict the impact our dual class structure will have on the market price of Class A Common Stock.

■

The market price of Class A Common Stock is likely to be highly volatile, and you may lose some or all of your investment.

■

Volatility in the price of Class A Common Stock could subject us to securities class action litigation.

■

If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline.

■

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.

■

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

■

Our executive officers and directors collectively beneficially own approximately 14.17% of the voting power of our outstanding Common Stock and may have significant influence over the outcome of important transactions, including a change in control.

■

It is not currently anticipated that we will pay dividends on shares of Class A Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of Class A Common Stock.

■

The Delaware General Corporation Law (“DGCL”) and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

■

Our Charter designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

■

The exclusive forum clause set forth in certain of the agreements covering certain outstanding warrants may have the effect of limiting an investor’s rights to bring legal action and could limit the investor’s ability to obtain a favorable judicial forum.

■

We are a smaller reporting company. We cannot be certain whether the reduced disclosure requirements applicable to smaller reporting companies will make our Class A Common Stock less attractive to investors or otherwise limit our ability to raise additional funds.

■

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.

■

Outstanding warrants may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

■

We may redeem your unexpired Public Warrants (as hereinafter defined) prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

■

We may issue additional shares of Class A Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.

■

Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our effective registration statement could reduce the market price of Class A Common Stock.

■

Our stock is subject to minimum requirements to remain listed on the Nasdaq Capital Market, including a minimum bid price requirement and stockholders’ equity requirement, and may be delisted if it does not maintain or regain, as applicable, compliance with those requirements.

■

Holders of convertible promissory notes have certain rights upon an event of default under their respective agreements that could harm our business, financial condition and results of operations and could require us to curtail or cease our operations.

Corporate Information

7GC, our predecessor company, was incorporated in the State of Delaware in September 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving 7GC and one or more businesses. 7GC completed its IPO in December 2020. In December 2023, First Merger Sub merged with and into Legacy Banzai, and Legacy Banzai, as the Surviving Corporation, merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Banzai becoming a wholly-owned direct subsidiary of 7GC. In connection with the Mergers, 7GC changed its name to Banzai International, Inc.

Our principal executive offices are located at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. Our telephone number is (206) 414-1777. Our website address is www.banzai.io. The information on our corporate website is not part of, and is not incorporated by reference into, this prospectus.

Implications of Being ~~an Emerging Growth Company and~~ a Smaller Reporting Company

We are ana ~~emerging~~“smaller ~~growth~~reporting company” as defined in the ~~Jumpstart~~Securities ~~Our~~Exchange ~~Business Startups~~ Act of ~~2012~~1934, as amended (the “~~JOBS~~Exchange Act”). We ~~will~~may ~~remain an~~take ~~emerging~~advantage ~~growth~~of ~~company~~certain ~~under~~of the ~~JOBS~~scaled ~~Act~~disclosures ~~until~~available ~~the~~to ~~earliest~~smaller ofreporting ~~(i)~~companies ~~the~~and ~~last~~will ~~day~~be ofable ~~our~~to ~~first~~take ~~fiscal~~advantage of ~~year~~these ~~(a)~~scaled ~~following~~disclosures ~~the~~for ~~fifth anniversary~~so oflong ~~7GC’s~~as ~~IPO~~the ~~(December~~market ~~22,~~value ~~2025),~~of ~~(b)~~our invoting ~~which~~and wenon-voting ~~have~~Common ~~total~~Stock ~~annual~~held ~~gross~~by ~~revenue~~non-affiliates ofis atless than ~~least~~ $1250.~~235~~0 ~~billion,~~million ormeasured ~~(c) in~~on ~~which~~the welast ~~are~~business ~~deemed~~day toof beour asecond ~~“large~~fiscal ~~accelerated~~quarter, ~~filer”~~or ~~under~~our ~~the~~annual ~~rules~~revenue ofis ~~the~~less ~~SEC~~than ~~with at least~~ $~~700~~100.0 million during ofthe ~~outstanding securities~~most ~~held~~recently bycompleted ~~non-affiliates;~~fiscal year and ~~(ii)~~ the ~~date~~market onvalue ~~which~~of weour ~~have~~voting ~~issued~~and ~~more~~non-voting ~~than~~Common ~~$1.00~~Stock ~~billion~~held inby non-~~convertible~~affiliates is ~~debt~~less ~~securities during~~than $700.0 million measured on the ~~prior~~last ~~three-year~~business ~~period~~day of our second fiscal quarter.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

As a result, the information in this prospectus and that we provide to our investors in the future may be different than what you might receive from other public reporting companies.

THE OFFERING

Issuer		Banzai International, Inc.
Shares of Common Stock offered by Selling Securityholders		2Up to 3,~~076~~731,~~842~~746 shares of Class A Common Stock ~~underlying~~issuable ~~Convertible~~upon ~~Notes~~the ~~with~~conversion aof ~~balance~~the ofNote ~~$4,725,921,~~and ~~issued~~upon inthe ~~October~~exercise ~~2025~~of the Buyer Warrants.
Class A Common Stock outstanding on December 5, 2025		9,091,870
Class A Common Stock outstanding on June 2, 2026		2,112,325
Use of proceeds		We will not receive any of the proceeds received from the Selling Securityholders.
Risk factors		See the section entitled “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.
Nasdaq Symbol		Our Class A Common Stock is currently traded on The Nasdaq Capital Market under the symbol “BNZI.”

The number of shares of our Class A Common Stock that are and will be outstanding immediately before and after this registration statement is effective is based on 92,~~091~~112,~~870~~325 shares of our Class A Common Stock outstanding as of ~~December~~June 52, ~~2025~~2026, which excludes:

●■ 231,~~000~~150 shares issuable upon exercise of outstanding Public Warrants with an exercise price of $5115,~~750~~000.00; ● 1,657 shares issuable upon exercise of the warrant issued on December 14, 2023 (the “GEM Warrant”), to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”), with an exercise price of $3,407.25 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants; ● 12,525 shares issuable upon exercise of outstanding stock options with a weighted average exercise price of $340.59 granted through December 5, 2025; ● 390,946 shares issuable upon vesting of outstanding restricted stock units granted through December 5, 2025; ● 159,667 shares issuable upon conversion of senior convertible notes with an exercise price of $2.50; ● 231,114 shares issuable upon conversion of outstanding shares of Class B common stock;

10■ 83 shares issuable upon exercise of the warrant issued on December 14, 2023 (the “GEM Warrant”), to GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”), with an exercise price of $64,900.00 per share, which will be adjusted downward to 105% of the per share consideration received in this offering pursuant to anti-dilution price protections contained within those warrants;

●■ ~~27,778~~288 shares issuable ~~upon~~within ~~exercise~~60 ofdays ~~outstanding~~from common stock purchase warrants with an exercise price of $90.00 that were issued May 2024 pursuant to a “best efforts” offering of our Class A common stock (“Best Efforts Offering”); ● 1,667 shares issuable upon exercise of warrants issued to the ~~placement~~report ~~agent~~date ~~of the Best Efforts Offering with an exercise price of $100.00 per share; ● 56,555 shares are issuable~~ upon exercise of the CPBF common stock warrant with an exercise price of $2.50 per share; ● 133,134 shares are issuable upon exercise of the Alco common stock warrant with an exercise price of $40.20 per share; ● 117,647 shares issuable upon exercise of outstanding ~~Class A common~~ stock ~~purchase~~options ~~warrants that were issued on November 6, 2024,~~ with ana ~~exercise~~weighted ~~price~~average ~~of $25.00; ● 117,647 shares issuable upon~~ exercise ~~of outstanding Class B common stock purchase warrants that were issued on November 6, 2024, with an exercise~~ price of $~~25.00; ● 8~~9,~~824 shares issuable upon exercise of warrants issued to the placement agent pursuant to the “PIPE” that closed in June 2025, with an exercise price of $53~~217.~~13;~~17 ●granted ~~177,208~~through ~~shares~~July ~~issuable upon exercise of common stock purchase of 3i LP warrants issued on June 30~~28, ~~2025, with an exercise price of $2.50 as per exercise price adjusted and reset as of September 29, 2025~~2026; ● 50,157 shares issuable upon exercise of warrants issued to the financial advisor of 3i LP of the transaction that closed on June 30, 2025, with an exercise price of $3.4891; ● 176,000 shares issuable upon exercise of common stock purchase of 3i LP warrants issued on August 19, 2025, with an exercise price of $2.50 as per exercise price adjusted and reset as of September 29, 2025; ● 40,125 shares issuable upon exercise of warrants issued to the financial advisor of 3i LP of the transaction that closed on closed on, 2025, with an exercise price of $4.36;

●■ ~~200~~55,~~000~~214 shares issuable ~~upon~~within ~~exercise~~60 ofdays ~~common~~from ~~stock~~the ~~purchase~~report ofdate ~~3i LP warrants issued on October 8, 2025, with an exercise price of $2.50; ● 63,636 shares issuable~~ upon ~~exercise~~vesting of ~~warrants~~outstanding ~~issued~~restricted tostock ~~the~~units ~~financial~~granted ~~advisor~~through ofJuly ~~3i LP of the transaction that closed on October 8~~28, ~~2025, with an exercise price of $3.13~~2026; ~~● 735,226 Class A common shares issuable upon conversion of 3i LP convertible notes with an exercise price of $2.50;~~

11■ 33,856 shares issuable upon conversion of outstanding shares of Class B common stock;

■

1,389 shares issuable upon exercise of outstanding common stock purchase warrants with an exercise price of $1,800.00 that were issued May 2024 pursuant to a “best efforts” offering of our Class A common stock (“Best Efforts Offering”);

■

83 shares issuable upon exercise of warrants issued to the placement agent of the Best Efforts Offering with an exercise price of $2,000.00 per share;

■

2,828 shares are issuable upon exercise of the CP BF common stock warrant with an exercise price of $50.00 per share;

■

6,657 shares are issuable upon exercise of the Alco common stock warrant with an exercise price of $804.00 per share;

■

5,882 shares issuable upon exercise of outstanding Class A common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00;

■

5,882 shares issuable upon exercise of outstanding Class B common stock purchase warrants that were issued on November 6, 2024, with an exercise price of $500.00;

■

441 shares issuable upon exercise of warrants issued to the placement agent pursuant to the “PIPE” that closed in June 2025, with an exercise price of $1,062.50;

■

134,128 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on June 30, 2025, with an exercise price of $3.3030 as per exercise adjusted and reset as of February 13, 2026;

■

42,386 shares issuable upon exercise of warrants issued to the financial advisor of the transaction that closed on June 30, 2025, with an exercise price of $4.1288;

■

133,213 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on August 19, 2025, with an exercise price of $3.3030 as per exercise price adjusted and reset as of February 13, 2026;

■

42,372 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on August 19, 2025, with an exercise price of $4.1288;

■

151,378 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on October 8, 2025, with an exercise price of $3.3030 as per exercise price adjusted and reset as of February 13, 2026;

■

48,243 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on October 8, 2025, with an exercise price of $4.1288;

■

141,286 shares issuable upon exercise of common stock purchase of 3i, LP warrants issued on February 13, 2026, with an exercise price of $3.3030; and

■

45,036 shares issuable upon exercise of warrants issued to the financial advisor of 3i, LP of the transaction that closed on February 13, 2026 with an exercise price of $4.1288.

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus, or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Related to our Business and Industry

We have incurred significant operating losses in the past and may never achieve or maintain profitability.

We have incurred significant operating losses since our inception, including operating losses of $1318.5 million, ~~$9.8 million, $14.2 million~~ and $913.5 million, in the years ended December 31, ~~2024~~2025, and ~~2023~~2024, ~~and~~respectively. For the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025, we incurred operating losses of $5.8 million and ~~2024~~$4.9 million, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company and as we continue to invest in increasing our customer base, expanding our operations, hiring additional sales and other personnel, developing future products, and potentially acquiring complementary technology and businesses. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. We are unable to accurately predict when, or if, we will be able to achieve profitability. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. To date, we have financed our operations principally from the sale of our equity, revenue from sales, and the incurrence of indebtedness. Our cash flow from operations was negative for the years ended December 31, ~~2024, and December 31, 2023 and the nine months ended September 30,~~ 2025, and ~~September 30,~~ 2024, ~~respectively,~~ and we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all and/or which would be dilutive to our stockholders. If we are unable to successfully address these risks and challenges as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively impact the value of our Class A Common Stock.

There is substantial doubt about our ability to continue as a going concern, and holders of our securities could suffer a total loss of their investment. We may need to raise additional capital to continue our operations. Such capital may not be available to us or may not be available at terms we deem acceptable, either of which could reduce our ability to compete and could negatively affect our business.

Management has concluded, and the report of our auditors included in our 2025 Annual Report ~~on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”)~~ reflect, that there is substantial doubt about our ability to continue as a going concern within 12 months after the date of ~~the~~that ~~filing of the 2024 Form 10-K~~Report. The reaction of investors to the inclusion of a going concern statement by management and our auditors and our potential inability to continue as a going concern may materially adversely affect the price of our publicly traded securities and our ability to raise new capital or enter into partnerships. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment. Further, the perception that we may be unable to continue as a going concern may impede our ability to pursue strategic opportunities or operate our business due to concerns regarding our ability to fulfill our contractual obligations. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.

There can be no assurance that we will be able to achieve our forecast or to raise additional capital in sufficient amounts or on favorable terms, or at all. If we are unable to meet or exceed our forecast or raise adequate additional capital when required or in sufficient amounts or on terms acceptable to us, we may have to significantly reduce expenses, sell assets (potentially at a loss), cease operations altogether, pursue an acquisition of our company at a price that may result in up to a total loss on investment for our securityholders, file for bankruptcy or seek other protection from creditors, or liquidate all of our assets.

We have a limited operating history with our current offerings, which makes it difficult to evaluate our current and future business prospects and increases the risk of your investment.

While we served our first customer in 2017 (operating as Legacy Banzai), we have significantly altered our product offerings over the past few years. Our limited operating history with respect to our current product offerings makes it difficult to effectively assess or forecast our future prospects. For example, in 2021, we acquired Demio, a webinar platform startup, and integrated Demio’s platform into our service offerings, ~~and~~ in 2023, we launched Boost, a tool used by Demio customers to enhance participation in their Demio webinars., and in 2025, we acquired Vidello, a technology provider of video hosting and marketing suite solutions for businesses. You should consider our business and prospects in light of the risks and difficulties we encounter or may encounter. These risks and difficulties include our ability to cost-effectively acquire new customers, retain existing customers, and expand the scope of the platform we sell to new and existing customers. Furthermore, in pursuit of our growth strategy, we may enter into new partnerships to further penetrate our targeted markets and adoption of our solutions, but it is uncertain whether these efforts will be successful. If we fail to address the risks and difficulties that we may face, including those associated with the challenges listed above, our business, prospects, financial condition, and operating results may be materially and adversely harmed. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, our operating results and financial position could be materially affected.

Our customers have no obligation to renew their subscriptions for our product offerings after the expiration of their subscription periods. Our customers may not renew. Our renewal and reactivation rates may decline because of a number of factors, including, among other things, customer dissatisfaction, customers’ spending levels, decreased return on investment, increased competition, or pricing changes. If our customers do not renew their subscriptions or downgrade the products purchased under their subscriptions, our revenue may decline, and our business may be harmed. We also face customer retention issues associated with mergers and acquisitions. Acquiring businesses and integrating acquired businesses presents significant business risk, including the risk of lost customers. In the past, we have seen varying customer renewal rates, and our forecast for future customer renewals may not materialize. Our future success also depends in part on existing customers expanding their subscriptions. If our efforts to sell upgrades to our customers are not successful, it may decrease our revenue growth rate.

If we are unable to attract new customers on a cost-effective basis, our business will be harmed.

To grow our business, we must continue to grow our customer base in a cost-effective manner. Increasing our customer base and achieving broader market acceptance of our product offerings will depend, to a significant extent, on our ability to effectively expand our sales and marketing activities. We may not be able to recruit qualified personnel, train them to perform, and achieve an acceptable level of sales production from them on a timely basis or at all. In addition, the cost to attract new customers may increase as we market our existing and new products to different market segments. If we are unable to maintain effective sales and marketing activities, our ability to attract new customers could be harmed, our sales and marketing expenses could increase substantially, and our business may be harmed. Further, to the extent there is a sustained general economic downturn and our customers and potential customers experience delays or reductions in general customer engagement technology spending, potential customers may be unwilling to take on the additional cost associated with adopting our product offerings as an alternative to their existing products or service providers, and if they choose to adopt our products, they may not purchase additional products and services in the future due to budget limitations.

If we fail to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We expect to continue to experience growth in our headcount and operations, which will continue to place significant demands on our management and our administrative, operational, and financial reporting resources. Our growth will require hiring additional employees and making significant expenditures, particularly in sales and marketing but also in our technology, professional services, finance, and administration teams. Our recent acquisitions also present significant business risk, including the risk of lost customers and revenue, and the risk of increased legal, management, and regulatory expenses. Our ability to effectively manage our growth will require the allocation of management and employee resources along with improvements to operational and financial controls and reporting procedures and systems. Our expenses may increase more than we plan, and we may fail to hire qualified personnel, expand our customer base, enhance our existing products, develop new products, integrate any acquisitions, satisfy the requirements of our existing customers, respond to competitive challenges, or otherwise execute our strategies. If we are unable to effectively manage our growth, our business, results of operations, and financial condition would likely be harmed.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing on growth initiatives, strategies, and operating plans designed to enhance our business and extend our existing and future offerings to address evolving needs. The anticipated benefits from these efforts are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty, and cost in implementing these efforts, including difficulties in complying with new regulatory requirements, the incurrence of other unexpected costs associated with operating our business, and lack of acceptance by our customers. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business may be harmed.

Any forecasts, projections, or outlook we may provide are based upon certain assumptions, analyses, and estimates. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected.

Any forecasts, projections, or outlook, including projected annual recurring revenue, revenue growth, cost of goods sold, operating expense, gross margin, and anticipated organic and inorganic growth, are subject to significant uncertainty and are based on certain assumptions, analyses, and estimates, including with reference to third-party forecasts, any, or all of which may prove to be incorrect or inaccurate. These may include assumptions, analyses, and estimates about future pricing, and future costs, all of which are subject to a wide variety of business, regulatory, and competitive risks, and uncertainties. If these assumptions, analyses, or estimates prove to be incorrect or inaccurate, our actual results may differ materially from those forecasted or projected and may adversely affect the value of our Class A Common Stock.

If we fail to attract and retain qualified personnel, our business could be harmed.

Our success depends in large part on our ability to attract, integrate, motivate, and retain highly qualified personnel at a reasonable cost on the terms we desire, particularly sales and marketing personnel, software developers, and technical and customer support. Competition for skilled personnel, particularly in the technology industry, is intense and we may not be successful in attracting, motivating, and retaining needed personnel. We also may be unable to attract or integrate into our operations qualified personnel on the schedule we desire. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, integrating, motivating, and retaining highly qualified personnel, which could harm our business. In addition, dealing with the loss of the services of our executive officers or other key personnel and the process to replace any of our executive officers or other key personnel may involve significant time and expense, take longer than anticipated, and significantly delay or prevent the achievement of our business objectives, which may harm our business.

Our management team has a limited history working together operating the Company and, as a result, our past results may not be indicative of future operating performance.

We have a limited history working together operating the Company, which makes it difficult to forecast our future results. Our strategy of acquiring and integrating new operating businesses further compounds this risk. You should not rely on our past quarterly operating results as indicators of future performance. In addition, you should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered by companies in rapidly evolving markets like ours, as well as the information included in this prospectus.

Our ability to attract new customers and increase revenue from existing customers will likely depend upon the successful development, introduction, and customer acceptance of new and enhanced versions of our product offerings and on our ability to integrate any products and services that we may acquire, as well as our ability to add new functionality and respond to technological advancements. Moreover, if we are unable to expand our product offerings, our customers could migrate to competitors. Our business could be harmed if we fail to deliver new versions, upgrades, or other enhancements to our existing products to meet customer needs on a timely and cost-effective basis. Unexpected delays in releasing new or enhanced versions of our product offerings, or errors following their release, could result in loss of sales, delay in market acceptance, or customer claims against us, any of which could harm our business. The success of any new product depends on several factors, including timely completion, adequate quality testing, and market acceptance. We may not be able to develop new products successfully or to introduce and gain market acceptance of new solutions in a timely manner, or at all. If we are unable to develop new applications or products that address our customers’ needs, or to enhance and improve our product offerings in a timely manner, we may not be able to maintain or increase customer use of our products.

Our ability to introduce new products and features is dependent on adequate development resources. If we do not adequately fund our development efforts, we may not be able to compete effectively, and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings, applications, features, and enhancements to our existing product offerings. Maintaining adequate development personnel and resources to meet the demands of the market is essential. If we are unable to develop our product offerings internally due to certain constraints, such as high employee turnover, lack of management ability, or a lack of other research and development resources, we may miss market opportunities. Further, many of our competitors expend a considerably greater amount of funds on their development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ development programs. Our failure to maintain adequate development resources or to compete effectively with the development programs of our competitors could materially adversely affect our business.

In the past, we have pursued acquisitions of technology and expertise to enhance the products and services we offer~~. For example~~, inincluding ~~2021,~~OpenReel wein ~~acquired~~2024 ~~webinar platform startup Demio~~ and ~~integrated~~Vidello ~~Demio’s~~in ~~platform into our service offerings~~2025. We anticipate that we will continue to make acquisitions of or investments in businesses, products, and technologies in the future. We may not realize the anticipated benefits, or any benefits, from our past or future acquisitions. In addition, if we finance acquisitions by incurring debt or by issuing equity or convertible or other debt securities, our then-existing stockholders may be diluted, or we could face constraints related to the repayment of indebtedness. To the extent that the acquisition consideration is paid in the form of an earnout on future financial results, the success of such an acquisition will not be fully realized by us for a period of time as it is shared with the sellers. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed, and the value of your investment may decline. For us to realize the benefits of past and future acquisitions, we must successfully integrate the acquired businesses, products, or technologies with ours. Some of the challenges to successful integration of our acquisitions include:

●■ unanticipated costs or liabilities resulting from our acquisitions; ●■ retention of key employees from acquired businesses; ●■ difficulties integrating acquired operations, personnel, technologies, or products; ●■ diversion of management attention from existing business operations and strategy; ●■ diversion of resources that are needed in other parts of our business, including integration of other acquisitions; ●■ potential write-offs of acquired assets; ● inability to maintain relationships with customers and partners of the acquired businesses; ● difficulty of transitioning acquired technology and related infrastructures into our existing product offerings;

1513

●■ inability to maintain relationships with customers and partners of the acquired businesses; ■ difficulty of transitioning acquired technology and related infrastructures into our existing product offerings; ■ difficulty maintaining security and privacy standards of acquired technology consistent with our existing products; ●■ potential financial and credit risks associated with the acquired businesses or their customers; ●■ the need to implement internal controls, procedures, and policies at the acquired companies; ●■ the need to comply with additional laws and regulations applicable to the acquired businesses; and ●■ the income and indirect tax impacts of any such acquisitions.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments and negatively impact our business, financial condition, and results of operations.

We may not be able to find attractive targets for future acquisitions.

Our strategy of growing by acquiring and integrating businesses may prove to be more challenging due to market conditions including lack of attractive acquisition targets, challenges financing acquisitions, challenges negotiating acceptable terms for acquisitions, and challenges working with present management of newly acquired businesses. There is no guarantee we will be able to make future acquisitions or if we do, that we will be able to successfully integrate them into our other product offerings, or will be operated effectively under new management. This could adversely impact our business and our stock price.

The marketing, sales, customer service, operations, and engagement software market is evolving, highly competitive, and significantly fragmented. With the introduction of new technologies and the potential entry of new competitors into the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales, maintain or increase renewals, and maintain our prices.

We face intense competition from other software companies that develop marketing, sales, customer service, operations, and engagement management software and from marketing services companies that provide interactive marketing services. Competition could significantly impede our ability to sell subscriptions to our products on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products less competitive or obsolete. In addition, if these competitors develop products with similar or superior functionality to our platform, we may need to decrease the prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our margins will be reduced, and our operating results will be negatively affected.

Our competitors include:

●■ Vimeo, Zoom, and GoToWebinar with respect to video platforms; ●■ Mailchimp and Constant Contact with respect to email marketing; and ●■ Marketo, Hubspot, and Braze with respect to marketing automation platforms.

We compete across five distinct categories within the B2B (as defined below) MarTech landscape: digital events and webinars, demand generation, creative development, engagement platforms and marketing automation, and measurement and attribution. Our current and potential competitors within any or all of such categories may have significantly more financial, technical, marketing, and other resources than we have, be able to devote greater resources to the development, promotion, sale, and support of their products and services, may have more extensive customer bases and broader customer relationships than we have, and may have longer operating histories and greater name recognition than we have. As a result, these competitors may respond faster to new technologies and undertake more extensive marketing campaigns for their products. In a few cases, these vendors may also be able to offer additional software at little or no additional cost by bundling it with their existing suite of applications. To the extent any of our competitors has existing relationships with potential customers for either marketing software or other applications, those customers may be unwilling to purchase our products because of their existing relationships with our competitor. If we are unable to compete with such companies, the demand for our product offerings could substantially decline.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected. Our competitors may also establish or strengthen cooperative relationships with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our product offerings. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business.

Our operating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance, our projections, or the expectations of securities analysts because of a variety of factors, many of which are outside of our control and, as a result, should not be relied upon as an indicator of future performance. As a result, we may not be able to accurately forecast our operating results and growth rate. Any of these events could cause the market price of Class A Common Stock to fluctuate. Factors that may contribute to the variability of our operating results include:

●■ our ability to attract new customers and retain existing customers; ●■ the financial condition of our current and potential customers; ●■ changes in our sales and implementation cycles; ●■ introductions and expansions of our product offerings, ~~offerings,~~ or challenges with their introduction; ●■ changes in our pricing or fee structures or those of our competitors; ●■ the timing and success of new offering introductions by us or our competitors or any other change in the competitive landscape of our industry; ●■ increases in operating expenses that we may incur to grow and expand our operations and to remain competitive; ●■ our ability to successfully expand our business; ●■ breaches of information security or privacy; ●■ changes in stock-based compensation expenses; ●■ the amount and timing of operating costs and capital expenditures related to the expansion of our business; ●■ adverse litigation judgments, settlements, or other litigation-related costs; ● the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation; ● changes in our effective tax rate; ● our ability to make accurate accounting estimates and appropriately recognize revenue for our existing and future offerings; ● changes in accounting standards, policies, guidance, interpretations, or principles; ● instability in the financial markets; ● general economic conditions, both domestic and international; ● volatility in the global financial markets; ● political, economic, and social instability, including terrorist activities and outbreaks of public health threats, such as coronavirus, influenza, or other highly communicable diseases or viruses, and any disruption these events may cause to the global economy; and ● changes in business or macroeconomic conditions.

1715

	■	the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation;

	■	changes in our effective tax rate;

	■	our ability to make accurate accounting estimates and appropriately recognize revenue for our existing and future offerings;

	■	changes in accounting standards, policies, guidance, interpretations, or principles;

	■	instability in the financial markets;

	■	general economic conditions, both domestic and international;

	■	volatility in the global financial markets;

	■	political, economic, and social instability, including terrorist activities and outbreaks of public health threats, such as coronavirus, influenza, or other highly communicable diseases or viruses, and any disruption these events may cause to the global economy; and

	■	changes in business or macroeconomic conditions.

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance.

Since we recognize revenue from subscriptions for our product offerings over the terms of the subscriptions, our financial results in any period may not be indicative of our financial health and future performance.

We generally recognize revenue from subscription fees paid by customers ratably over the terms of their subscription agreements. As a result, most of the subscription revenue we report in each quarter is the result of agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not be fully reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as subscription revenue from new customers must be recognized over the applicable subscription terms.

Our sales cycle can be lengthy and unpredictable, which may cause our operating results to vary significantly.

Our sales cycle, which is the time between initial contact with a potential new customer and the ultimate sale to that customer, is often lengthy and unpredictable. Potential new customers typically spend significant time and resources evaluating product offering solutions, which requires us to expend substantial time, effort, and money educating them about the value of our platform. Accordingly, it is difficult for us to forecast when or if a sale will close or the size of any specific sales to new customers. In addition, customers may delay their purchases from one quarter to another as they wait for us to develop new features, assess their budget constraints, or forecast future business activity. Any delay in closing, or failure to close, sales in a particular quarter or year could significantly harm our projected growth rates and could cause our operating results to vary significantly.

Covenant restrictions in our existing or future debt instruments may limit our flexibility to operate and grow our business, and if we are not able to comply with such covenants or pay amounts when due, our lenders could accelerate our indebtedness, proceed against certain collateral, or exercise other remedies, which could have a material adverse effect on us.

OnWe ~~February~~are ~~19,~~party ~~2021~~to, weand ~~entered~~may ~~into~~in the ~~Loan~~future ~~Agreement~~enter ~~with CP BF~~into, ~~which~~debt ~~was~~and ~~later~~other ~~amended~~financing -instruments ~~See~~that ~~“Management’s~~contain ~~Discussion~~ operating and ~~Analysis~~financial -covenants ~~Alco~~ and other CPrestrictions, ~~BF”.~~and ~~The~~such ~~Loan~~instruments ~~Agreement,~~may asalso ~~amended~~include ~~contains~~equity-linked afeatures, ~~number~~such ofas ~~provisions~~warrants. ~~that~~These ~~impose~~covenants ~~operating~~ and ~~financial~~ restrictions ~~which~~, subject to certain exceptions, may limit our ability to, among other things:, incur additional indebtedness, pay dividends or make distributions or , redeem or repurchase our securities, make certain investments, grant liens on our assets, sell or dispose of ~~any~~ material assets~~; and acquire the assets of~~, or ~~merge or consolidate with, other companies. Additionally, the Loan Agreement contains~~engage ~~affirmative~~in ~~covenants that require to us take~~acquisitions, ~~and have taken by certain dates~~mergers, ~~specific~~or ~~actions,~~other ~~some~~strategic ~~of which have not been satisfied~~transactions. As a result, oncovenant ~~August~~restrictions ~~24,~~in ~~2023,~~our weexisting ~~entered~~or ~~into~~future ~~the~~debt ~~Original~~instruments may ~~Forbearance~~limit ~~Agreement,~~our asflexibility ~~amended~~to byoperate ~~the~~and ~~Forbearance~~grow ~~Amendment~~our ~~dated~~business. ~~as of~~In ~~December 14~~addition, ~~2023,~~these ~~under~~arrangements ~~which~~may weinclude ~~acknowledged~~affirmative covenants that ~~we were in default of several obligations and such holder acknowledged such defaults~~require ~~and~~us ~~agreed, subject~~ to ~~certain conditions~~take, ~~not to exercise any right~~ or ~~remedy~~cause ~~under the Loan Agreement, including its right~~ to ~~accelerate the~~be ~~aggregate amount outstanding under the Loan Agreement~~taken, ~~until~~specific ~~June~~actions ~~14,~~by ~~2024.~~specified ~~On September 23~~dates, ~~2024,~~ weand ~~entered~~our ~~into~~ability ato ~~Securities~~comply ~~Purchase~~with ~~Agreement~~such ~~(the~~covenants ~~“CP~~depends BFon ~~SPA”),~~our ~~a Registration Rights Agreement (the “RRA”),~~future aoperating ~~Lock-Up~~performance ~~Agreement (the “Lock Up”)~~ and ~~issued~~other ~~CP BF a Common Stock Purchase Warrant (the “Warrant”) and a Pre-Funded Warrant (the “Pre-Funded Warrant~~factors,” ~~together~~including ~~with~~events ~~the~~outside CPof BFour ~~SPA, RRA, Lock Up and Warrant, the “CP BF Transaction Documents”)~~control. ~~Pursuant~~ toIn the ~~CP BF SPA~~past, CPwe BFhave ~~agreed~~been required to ~~convert~~seek $2waivers,~~000~~ amendments,~~000~~ inor ~~debt~~forbearance ~~into~~from ~~$2,200,000~~lenders inor ~~equity,~~other ~~consisting of 26~~counterparties,~~085~~ ~~shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock~~ and ~~Pre-Funded~~we ~~Warrants~~may tobe ~~purchase~~required up to ~~30,470~~do ~~shares of~~so ~~Class~~again Ain ~~Common Stock (all such securities and shares collectively referred to as~~ the ~~“CP BF Registrable Securities”)~~future. ~~Under~~ ~~the~~There CPcan BFbe ~~SPA,~~no assurance CPthat BFany ~~elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in~~ such ~~manner~~waivers, toamendments, ~~result~~or inforbearance ~~them paying~~will ~~the~~be ~~full~~obtained ~~Subscription~~on ~~Amount~~acceptable ~~($2~~terms,~~000,000)~~ toor ~~the~~at ~~Company~~all.

1816

Complying with these covenants, as well as those that may be contained in any future debt agreements, may limit our ability to finance our future operations or working capital needs or to take advantage of future business opportunities. ~~Our~~If ~~ability~~we fail to comply with ~~these~~applicable covenants, ~~will~~reporting ~~depend on our future performance~~requirements, ~~which may be affected by events beyond our control. If we do not maintain and regain compliance with our continuing obligations~~ or ~~any~~other ~~covenants,~~ terms, and conditions ~~of the Loan Agreement~~, ~~after~~and ~~the~~any ~~expiration of the Forbearance Agreement, we could be in~~ default ~~and~~is ~~required~~not tocured ~~repay~~or ~~outstanding borrowings on an accelerated basis~~waived, ~~which~~our lenders could ~~subject~~accelerate usour ~~to decreased~~indebtedness, ~~liquidity~~proceed ~~and~~against ~~other~~certain ~~negative impacts on our business~~collateral, ~~results~~or ofexercise ~~operations~~other ~~and financial condition~~remedies. InIf ~~the~~amounts ~~case~~are ~~of an event of default~~accelerated, we may not have sufficient ~~funds~~liquidity ~~available~~ to ~~make~~ repay the ~~required~~obligations ~~payments~~when ~~under~~due, ~~the Loan Agreement~~ and we may not be able to ~~borrow~~obtain ~~sufficient funds~~additional ~~to refinance the Loan Agreement. Even if new~~ financing isor ~~available,~~refinancing ~~it may not be~~ on ~~terms that are~~ acceptable ~~to us. If we are unable to repay amounts owed under the~~ terms ~~of the Loan Agreement~~, ~~our~~or ~~Lender~~at ~~may~~all. ~~choose~~Any ~~to exercise its remedies in respect to the collateral, including a foreclosure~~ of ~~their lien (which may result in a sale of certain of our assets to satisfy our obligations under~~ the ~~Loan Agreement or ultimately in a bankruptcy or liquidation). The~~ foregoing ~~would~~could materially and adversely affect ~~the~~our ~~ongoing~~liquidity, ~~viability~~ business, results of ~~our~~operations, ~~business~~and financial condition.

The impacts of geopolitical, macroeconomic, and market conditions, including pandemics, epidemics, and other public health crises, have had, and may continue to have, a significant effect on our industry, which in turn affects how we and our customers are operating our respective businesses. Our business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval, and global pandemics.

The macroeconomic impacts of geopolitical events, such as pandemics, inflation, labor shortages, lack of access to capital, lack of consumer confidence, supply chain disruptions, and market volatility can pose risks to our and our customers’ business. Uncertainty about the duration of these negative macroeconomic conditions ~~have~~has impacted fiscal and monetary policy, including increases in interest rates, increased labor costs, and decreased corporate and consumer spending. The effects from a broadening or protracted extension of these conditions could result in a decrease in overall economic activity, hinder economic growth, or cause a recession in the United States or in the global economy. We sell our products throughout the United States, asand ~~well as~~ in ~~several~~other ~~international~~ countries, to commercial and non-profit customers. As a result, our business may be harmed by factors in the United States and other countries such as disruptions in financial markets; reductions in spending, or downturns in economic activity in specific countries or regions, or in the various industries in which we operate; social, political, or labor conditions in specific countries or regions; or adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations. Further economic weakness and uncertainty may result in significantly decreased spending on our event marketing and management solutions, which may adversely affect ~~harm~~ our business.

Our business depends on discretionary corporate spending. Negative macroeconomic conditions may adversely affect our customers’ businesses and reduce our customers’ operating expense budgets, which could result in reduced demand for our product offerings or cancellations, increased demands for pricing accommodations or higher rates of delays in collection of, or losses on, our accounts receivable, which could adversely affect our results of operations and financial position. During periods of economic slowdown and recession, consumers have historically reduced their discretionary spending, and our ability to sign new customers, and to upsell to and renew contracts with our existing customers may be significantly impacted. Additionally, challenging economic conditions also may impair the ability of our customers to pay for products and services they have purchased. As a result, our cash flow may be negatively impacted and our allowance for credit losses and write-offs of accounts receivable may increase. If we are unable to offset any decrease in revenue by increasing sales to new or existing customers, or otherwise offset higher costs through price increases, our revenue may decline. The extent to which the ongoing impacts of these negative macroeconomic conditions will impact our business, results of operations, and financial position is uncertain and will depend on political, social, economic, and regulatory factors that are outside of our control, including actions that may be taken by regulators and businesses (including our customers) in response to the macroeconomic uncertainty. Our business and financial performance may be unfavorably impacted in future periods if a significant number of our customers are unable to continue as viable businesses or they significantly reduce their operating budgets, or if there is a reduction in business confidence and activity, a decrease in government, corporate and consumer spending, or a decrease in growth in the overall market, among other factors.

Our business and financial performance are affected by the health of the worldwide meetings and events industry. Meetings and events are sensitive to business-related discretionary spending levels and tend to grow more slowly or even decline during economic downturns. Decreased expenditures by marketers and participants could also result in decreased demand for our product offerings, thereby causing a reduction in our sales. The impact of economic slowdowns on our business is difficult to predict but has and may continue to result in reductions in events and our ability to generate revenue.

Cybersecurity and data security breaches and ransomware attacks may create financial liabilities for us, damage our reputation, and harm our business.

Our customers provide us with information that our solutions store, some of which is confidential information. In addition, we store personal information about our employees. We have security systems and information technology infrastructure designed to protect against unauthorized access to such information and money, but we may not be successful in protecting against all security breaches and cyber-attacks. Threats to and breaches of our information technology security can take various forms, including viruses, worms, ransomware, and other malicious software programs, or actions or omissions by an employee. Significant cybersecurity or data security breaches could result in the loss of business, litigation, regulatory investigations, loss of customers, and penalties that could damage our reputation and adversely affect the growth of our business.

In some cases, we must rely on the safeguards put in place by third parties to protect against security threats. These third parties, including vendors that provide products and services for our operations and our network of business application providers, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure, whether unintentionally or through a malicious backdoor. We do not review the software code included in third-party integrations in all instances.

Because the techniques used to obtain unauthorized access, sabotage systems, or otherwise access data and/or data backups change frequently and generally are not recognized until launched against a target, we or these third parties have been and, in the future, may be unable to anticipate these techniques or to implement adequate preventative measures. With the increasing frequency of cyber-related frauds to obtain inappropriate payments, we need to ensure our internal controls related to authorizing the transfer of funds are adequate. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our ~~cyber security~~cybersecurity. Any of these occurrences could create liability for us, put our reputation in jeopardy, and harm our business.

Privacy and data security laws and regulations could impose additional costs and reduce demand for our solutions.

We store and transmit personal information relating to our employees, customers, prospective customers, and other individuals, and our customers use our technology platform to store and transmit a significant amount of personal information relating to their customers, vendors, employees, and other industry participants. Federal, state, and foreign government bodies and agencies have adopted, and are increasingly adopting, laws and regulations regarding the collection, use, processing, storage, and disclosure of personal or identifying information obtained from customers and other individuals. These obligations have and will likely continue to increase the cost and complexity of delivering our services.

In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to our business. As new laws, regulations, and industry standards take effect, and as we offer new services in new markets, market segments and, potentially, new industries, we will need to understand and comply with various new requirements, which may impede our plans for growth or result in significant additional costs. These laws, regulations, and industry standards have had, and will likely continue to have, negative effects on our business, including by increasing our costs and operating expenses, and/or delaying or impeding our deployment of new or existing core functionality. Failure to comply with these laws, regulations, and industry standards could result in negative publicity, subject us to fines or penalties, expose us to litigation, or result in demands that we modify or cease existing business practices. Furthermore, privacy and data security concerns may cause our customers’ customers, vendors, employees, and other industry participants to resist providing the personal information necessary to allow our customers to use our applications effectively, which could reduce overall demand for our product offerings. Any of these outcomes could harm our business.

2018

Because our operations involve delivering engagement solutions to our customers through a cloud-based software platform, our continued growth depends in part on the ability of our platform and related computer equipment, third-party data centers, infrastructure, and systems to continue to support our product offerings. In addition, in delivering our products to customers, we are reliant on internet infrastructure limitations. In the past, we have experienced temporary and limited platform disruptions, outages in our product functionality, and degraded levels of performance due to human and software errors, file corruption, and first and third-party capacity constraints associated with the number of customers accessing our products simultaneously. While our past experiences have not materially impacted us, in the future we may face more extensive disruptions, outages, or performance problems. In addition, malicious third parties may also conduct attacks designed to sabotage, impede the performance, or temporarily deny customers access to, our product offerings. If an actual or perceived disruption, outage, performance problem, or attack occurs, it could harm our reputation and the market perception of our product offerings; divert the efforts of our technical and management personnel; impair our ability to operate our business; cause us to lose customer information; or harm our customers’ businesses. Any of these events may increase non-renewals, limit our ability to acquire new customers, result in delayed or withheld payments from customers, or result in claims against us.

Undetected defects in our product offerings could harm our reputation or decrease market acceptance of our product offerings, which would harm our business and results of operations.

Our product offerings may contain undetected defects, such as errors or bugs. We have experienced such defects in the past in connection with new solutions and solution upgrades, and we expect that such defects may be found from time to time in the future. Despite testing by us, defects may not be found in our product offerings until they are deployed to or used by our customers. In the past, we have discovered software defects in our product offerings after they have been deployed to customers.

Defects, disruptions in service, or other performance problems may damage our customers’ business and could hurt our reputation. We may be required, or may choose, for customer relations or other reasons, to expend additional resources to correct actual or perceived defects in our product offerings. If defects are detected or perceived to exist in our product offerings, we may experience negative publicity, loss of competitive position, or diversion of the attention of our key personnel; our customers may delay or withhold payment to us or elect not to renew their subscriptions; other significant customer relations problems may arise; or we may be subject to liability claims for damages. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our product offerings may harm our business and results of operations.

Our ability to deliver our solutions is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. We currently host our technology platform, serve our customers and members, and support our operations primarily using third-party data centers and telecommunications solutions, including cloud infrastructure services such as Amazon Web Services (“AWS”) and Google Cloud. We do not have control over the operations of the facilities of our data center providers, AWS, or Google Cloud. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, ~~cyber security~~cybersecurity attacks, terrorist attacks, power losses, telecommunications failures, and other events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our product offerings. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services, or our own systems could negatively impact our relationships with customers and harm our business and could ~~expose~~ expose us to third-party liabilities.

2119

For some of these services, we may not maintain redundant systems or facilities. Our technology platform’s continuing and uninterrupted performance is critical to our success. Members may become dissatisfied by any system failure that interrupts our ability to provide our solutions to them. We may not be able to easily switch our AWS and Google Cloud operations to another cloud service provider if there are disruptions or interference with our use of AWS or Google Cloud. Sustained or repeated system failures would reduce the attractiveness of our technology platform to customers and members and result in contract terminations, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our existing and future offerings. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Neither our third-party data and call center providers nor AWS or Google Cloud have an obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with these providers on commercially reasonable terms, if our agreements with our providers are prematurely terminated, or if in the future we add additional data or call center providers or cloud service providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new providers. If these providers were to increase the cost of their services, we may have to increase the price of our existing and future offerings. Any such increased costs or pricing may have a negative effect on our customer relationships and may adversely affect our business and results of operations.

If we fail to effectively maintain and enhance our brands, our business may suffer.

We believe that continuing to strengthen our brands will be critical to achieving widespread acceptance of our product offerings and will require continued focus on active marketing efforts. Our brand awareness efforts will require continued investment across our business, particularly as we introduce new solutions that we develop or acquire and as we continue to expand in new markets. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building our brand. If we fail to promote and maintain our brands, or if we incur substantial expense in an unsuccessful attempt to promote and maintain our brand, our business could be harmed.

Any failure to offer high-quality customer support services could adversely affect our relationships with our customers and our operating results.

Our customers depend on our support to assist with their needs. We may be unable to accurately predict our customers’ demand for services or respond quickly enough to accommodate short-term increases in customer or member demand for services. Increased customer demand for our product offerings, without a corresponding increase in productivity or revenue, could increase costs and adversely affect our operating results. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, our ability to sell our product offerings to existing and prospective customers, our relationships with third parties and our ability to form new partnerships, and our business and operating results.

Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.

We have incurred substantial losses during our history and do not expect to become profitable in the near future and may never achieve profitability. Under current U.S. federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and may be carried forward indefinitely, but will be only deductible to the extent of 80% of current year taxable income in any given year. Many states have similar laws.

In addition, both current and future unused net operating loss (“NOL”) carryforwards and other tax attributes may be subject to limitation under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders over a rolling three-year period. Additional ownership changes in the future could result in additional limitations on our NOL carryforwards. Consequently, even if we achieve profitability, we may not be able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations.

We may need to make significant investments in software development and equipment to improve our business.

To improve the scalability, security, performance, efficiency, availability, and failover aspects of our product offerings, and to support the expansion of our product offerings and stay competitive, we may need to make significant capital equipment expenditures and also invest in additional software and infrastructure development. If we experience increasing demand in subscriptions, we may not be able to augment our infrastructure quickly enough to accommodate such increasing demand. To reach the goal of supporting the increasing demand, we will need additional capital to make the investments in software development and equipment either through operations or through financing. Additionally, we are continually updating our software, creating expenses for us. We may also need to review or revise our software architecture and user experience as we grow, which may require significant resources and investments. Any of these factors could negatively impact our business and results of operations.

Adverse litigation results could have a material adverse impact on our business.

We are, have been, and may be involved in regulatory and government investigations and other proceedings, involving competition, intellectual property, data security and privacy, bankruptcy, tax and related compliance, labor and employment, commercial disputes, and other matters. Such claims, suits, actions, regulatory and government investigations, and other proceedings can impose a significant burden on management and employees, could prevent us from offering one or more of our products, services, or features to customers, could require us to change our technology or business practices, or could result in monetary damages, fines, civil or criminal penalties, reputational harm, or other adverse consequences. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and management’s view of the materiality or likely outcome of any such matters may change in the future. A material adverse impact in our consolidated financial statements could occur for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

Failure to protect or enforce our intellectual property rights could harm our business and results of operations.

To establish and protect our proprietary rights, we rely on a combination of trademarks and trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. As of December 31, ~~2024~~2025, we held ~~two~~three registered trademarks in the United States: “Banzai,” “Demio” and ~~Demio~~“OpenReel.” We believe that our intellectual property is an essential asset of our business. If we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete. We regard the protection of our intellectual property as critical to our success.

We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect or enforce our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States.

We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with other parties, with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property.

The agreements that we execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others.

Obtaining and maintaining effective intellectual property rights is expensive, including the costs of monitoring unauthorized use of our intellectual property and defending our rights. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. We strive to protect certain of our intellectual property rights through filing applications for trademarks, patents, and domain names in a number of jurisdictions, a process that is expensive and may not be successful in all jurisdictions. However, we do not seek such protection on all intellectual property and when we do apply for such protection, there is no assurance that any resulting patents or other intellectual property rights will adequately protect such intellectual property or provide us with any competitive advantages. Moreover, we cannot guarantee that any of our patent or trademark applications will issue or be approved. Even where we have intellectual property rights, if any, they may later be found to be unenforceable or have a limited scope of enforceability. In addition, we may not seek to pursue such protection in every jurisdiction. The United States Patent and Trademark Office also requires compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and after a patent has issued. Noncompliance with such requirements and processes may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction, if previously issued. In such an event, our competitors might be able to develop and commercialize substantially similar and competing applications, which would harm our business.21

Obtaining and maintaining effective intellectual property rights is expensive, including the costs of monitoring unauthorized use of our intellectual property and defending our rights. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. We strive to protect certain of our intellectual property rights through filing applications for trademarks, patents, and domain names in a number of jurisdictions, a process that is expensive and may not be successful in all jurisdictions. However, we do not seek such protection on all intellectual property and when we do apply for such protection there is no assurance that any resulting patents or other intellectual property rights will adequately protect such intellectual property, or provide us with any competitive advantages. Moreover, we cannot guarantee that any of our patent or trademark applications will issue or be approved. Even where we have intellectual property rights, if any, they may later be found to be unenforceable or have a limited scope of enforceability. In addition, we may not seek to pursue such protection in every jurisdiction. The United States Patent and Trademark Office also requires compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process and after a patent has issued. Noncompliance with such requirements and processes may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction, if previously issued. In such an event, our competitors might be able to develop and commercialize substantially similar and competing applications, which would harm our business.

We believe it is important to maintain, protect, and enhance our brands. Accordingly, we pursue the registration of domain names and our trademarks and service marks in the United States. Third parties may challenge our use of our trademarks, oppose our trademark applications, or otherwise impede our efforts to protect our intellectual property in certain jurisdictions. In the event that we are unable to register our trademarks in certain jurisdictions, we could be forced to rebrand our solutions, which would result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors and others could also attempt to capitalize on our brand recognition by using domain names or business names similar to ours. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of, our brands, trademarks, or service marks. We also may incur significant costs in enforcing our trademarks against those who attempt to imitate our brand and other valuable trademarks and service marks.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. We may not be able to detect infringement or unauthorized use of our intellectual property rights, and defending or enforcing our intellectual property rights, even if successfully detected, prosecuted, enjoined, or remedied, could result in the expenditure of significant financial and managerial resources. Litigation has in the past and may be necessary in the future to enforce our intellectual property rights, protect our proprietary rights, or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could harm our business. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, countersuits, and adversarial proceedings such as oppositions, inter partes review, post-grant review, re-examination, or other post-issuance proceedings, that attack the validity and enforceability of our intellectual property rights. An adverse determination of any litigation proceeding could adversely affect our ability to protect the intellectual property associated with our product offerings. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Class A Common Stock. If we fail to maintain, protect, and enhance our intellectual property rights, our business may be harmed, and the market ~~price~~ price of Class A Common Stock could decline.

Our competitors also may independently develop similar technology that does not infringe on or misappropriate our intellectual property rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our solutions or technology are developed. Further, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering solutions that incorporate our most technologically advanced features, which could seriously reduce demand for existing and future offerings.

Our success depends in part on our ability to develop and commercialize our offerings and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results, and financial condition to suffer. As the MarTech industry in the United States expands and more patents are issued, the risk increases that there may be patents issued to third parties that relate to our offerings and technology of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may face allegations that we, our partners, our licensees, or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights, or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties.

Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may in the future be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability, and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert management’s attention and financial resources, and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our solutions or technology, obtain licenses, modify our solutions and technology while we develop non-infringing substitutes, or incur substantial damages, settlement costs, or face a temporary or permanent injunction prohibiting us from marketing or providing the affected solutions. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees, or grant cross-licenses to intellectual property rights for our solutions. We may also have to redesign our solutions so that they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology and solutions may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology, license the technology on reasonable terms, or obtain similar technology from another source, our revenue and earnings could be adversely impacted.

From time to time, we have been and may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of Class A Common Stock. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore harm our business.

Our use of open source software could adversely affect our ability to offer our solutions and subject us to possible litigation.

We use open source software in connection with our existing offerings and may continue to use open source software in connection with our future offerings. Some of these licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software, and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third-parties certain rights of further use. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses, if we combine and/or distribute our proprietary software with open source software in certain manners. Although we monitor our use of open source software, we cannot be sure that all open source software is reviewed prior to use in our proprietary software, that our programmers have not incorporated open source software into our proprietary software, or that they will not do so in the future. Additionally, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts.

There is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our existing and future offerings to our customers and members. In addition, the terms of open source software licenses may require us to provide software that we develop using such open source software, to others, including our competitors, on unfavorable license terms. As a result of our current or future use of open source software, we may face claims or litigation, be required to release our proprietary source code, pay damages for breach of contract, re-engineer our technology, discontinue sales in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could harm our business.

Risks Related to the Ownership of Our Securities

In order to support the growth of our business and repay our indebtedness, we will need to seek capital through new equity or debt financings or incur additional indebtedness under our credit facilities, which sources of additional capital may not be available to us on acceptable terms or at all.

Our operations have consumed substantial amounts of cash since inception, and we intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new applications and solutions, enhance our existing product offerings, enhance our operating infrastructure, and acquire complementary businesses and technologies. For example, for the three ~~years~~months ended ~~December~~ March 31, ~~2024~~2026 and ~~2023~~2025, our net cash used in operating activities was $5.5 million and ~~the~~$5.0 ~~nine~~million, ~~months~~respectively. For the years ended ~~September~~December 3031, 2025, ~~Legacy~~and ~~Banzai’s~~2024, our net cash used in operating activities was $915.~~6 million,~~7 ~~$1.6~~ million and $139.46 million, respectively. As of ~~September~~March 3031, ~~2025~~2026, December 31, ~~2024 and 2023~~2025, ~~Banzai~~ and ~~Legacy~~December ~~Banzai~~31, ~~respectively~~ 2024, we had $0.91 million, $10.13 million, and $21.1 million of cash, respectively, which ~~was~~were held for working capital purposes., As and as of ~~September~~March 3031, ~~2025~~2026, December 31, ~~2024~~2025, and ~~2023,~~December ~~Banzai and Legacy Banzai~~31, ~~respectively~~2024, we had borrowings of totaling $149.48 million, $1210.4 6 million, and $1612.24 million, respectively, outstanding under ~~its~~our term loans and promissory notes.

Our future capital requirements may be significantly different from previous estimates and will depend on many factors, including the need to:

●■ finance unanticipated working capital requirements; ●■ develop or enhance our technological infrastructure and our existing product offerings; ●■ fund strategic relationships, including joint ventures and co-investments; ●■ fund additional implementation engagements; ●■ respond to competitive pressures; and ●■ acquire complementary businesses, technologies, products, or services.

Accordingly, we may need to engage in equity or debt financing to secure additional funds. We entered into the ~~SEPA~~Standby Equity Purchase Agreement (“SEPA”) with an entity managed by Yorkville to provide liquidity to us after the Business Combination, but there can be no guarantee that we will be able to affect any advances under the SEPA or to secure additional financing on favorable terms, or at all. To the extent that cash on hand and cash generated from operations are not sufficient to fund capital requirements, or if we do not meet the conditions to sell shares to Yorkville under the SEPA, we may require proceeds from asset sales, additional debt, equity financing, or alternative financing structures. In addition, if we do not identify additional financing to refinance our existing Loan Agreement prior to the expiration of the forbearance granted by our Lender through June 14, 2024, we will be in default of our obligations under the Loan Agreement. Additional financing may not be available on favorable terms, or at all. On September 23, 2024, we entered into a Securities Purchase Agreement (the “CP BF SPA”), a Registration Rights Agreement (the “RRA”), a Lock-Up Agreement (the “Lock Up”) and issued CP BF a Common Stock Purchase Warrant (the “Warrant”) and a Pre-Funded Warrant (the “Pre-Funded Warrant,” together with the CP BF SPA, RRA, Lock Up and Warrant, the “CP BF Transaction Documents”). Pursuant to the CP BF SPA, CP BF agreed to convert $2,000,000 in debt into $2,200,000 in equity, consisting of 26,085 shares of Class A Common Stock, Warrants to purchase up to 56,555 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the “CP BF Registrable Securities”). Under the CP BF SPA, CP BF elected to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in them paying the full Subscription Amount ($2,000,000) to the Company.

If we raise additional funds through further issuances of equity or convertible debt securities, including shares of Class A Common Stock issued in connection with advances under the SEPA or upon exercise of the GEM Warrant, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of shares of our Class A Common Stock. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, during times of economic instability, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we need or want it, it could harm our business.

~~Future sales of shares of Class A Common Stock may depress their stock price.~~24

Future sales of shares of Class A Common Stock inmay ~~the public market, including the resale of shares pursuant to our effective registration statements or pursuant to Rule 144, could~~ depress the stock price. See “Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock.” Subject to certain exceptions, the Amended and Restated Registration Rights Agreement executed at the time of the Closing provides for certain restrictions on transfer with respect to our securities. Such restrictions began upon the Closing and end the earliest of (A) 180 days after the Closing and (B) the first date on which (x) the closing price of our Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in our stockholders having the right to exchange their shares of our Class A Common Stock for cash, securities, or other property.

27Future sales of shares of Class A Common Stock in the public market, including the resale of shares pursuant to our effective registration statements or pursuant to Rule 144, could depress the stock price. See “Risk Factors – Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock.” below.

InIssuances ~~connection with the execution~~ of ~~the Merger Agreement, we and certain stockholders of Legacy Banzai, including Legacy Banzai’s officers, directors, and certain holders of 10% or more of the outstanding~~ shares of ~~Legacy~~our ~~Banzai~~Class A Common Stock aspursuant ~~of the date of the Merger Agreement, entered into the lock-up agreements effective as of the Closing Date (the “Lock-Up Agreements”). Pursuant~~ to the Lock-Up Agreements, such stockholders agree not to, without our prior written consent (subject to certain exceptions): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any ~~option~~equity tolines ~~purchase or otherwise dispose~~ of ~~or agree to dispose of~~credit, ~~directly~~the orconversion ~~indirectly,~~ or ~~establish~~settlement ~~or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning~~ of ~~Section~~amounts 16outstanding ~~of the Securities Act and the rules and regulations of the SEC promulgated thereunder, any shares of Common~~under ~~Stock~~convertible ~~held by him~~notes, ~~her,~~ or ~~it immediately after~~ the ~~Closing,~~exercise ~~any shares~~ of ~~Common~~warrants ~~Stock~~may ~~issuable~~result ~~upon~~in ~~the~~substantial ~~exercise~~dilution of ~~options~~our tostockholders ~~purchase shares,~~and ormay ~~any~~have ~~securities~~a ~~convertible~~negative ~~into or exercisable or exchangeable for Common Stock held by him, her, or it immediately after~~impact ~~such~~on ~~closing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of~~ the ~~economic~~market ~~consequences of~~price ~~ownership~~ of ~~any~~our ofClass ~~such~~A ~~shares of~~ Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until 180 days after the Closing.

~~Additionally~~We have outstanding equity lines of credit, convertible notes, and warrants, pursuant to which we may issue shares of our Class A Common ~~Cantor~~Stock isfrom ~~subject~~time to atime. ~~12-month~~The ~~lock-up~~issuance ~~period~~of ~~with~~shares ~~respect~~of our Class A Common Stock pursuant to any of these securities could be substantial and would increase the number of shares of our Class A Common Stock ~~issued~~outstanding, ~~pursuant~~which could result in significant dilution to our existing stockholders and could have a negative impact on the ~~Fee~~market ~~Reduction~~price ~~Agreement~~of our Class A Common Stock. The extent of any such dilution will depend on the number of shares issued, ~~subject~~the price at which such shares are issued, and other factors, many of which are beyond our control. These transactions are described in Note 12 – Debt and Note 15 – Equity to ~~customary~~the ~~exceptions~~consolidated financial statements elsewhere in our 2025 Annual Report.

~~However,~~It ~~equity~~is ~~holders~~ not ~~subject~~possible to apredict ~~lock-up and, following~~ the ~~expiration~~actual number of ~~the~~shares ~~applicable~~we ~~lock-up periods, such equity holders referred to above~~ will ~~not~~sell beunder ~~restricted~~certain ~~from selling shares~~ of our ~~Common~~outstanding ~~Stock~~equity ~~held by them~~facilities, ~~other~~or ~~than~~the byactual gross ~~applicable~~proceeds ~~securities~~resulting ~~laws,~~from ~~and~~those sales ~~could~~. ~~occur~~Further, atwe ~~any~~may ~~time~~not ~~and~~have ~~such~~access ~~sales~~to ~~could~~the ~~depress~~full ~~the~~amount ~~stock~~available ~~price~~under such facilities.

~~Issuances~~We ofhave ~~shares~~an ofATM ~~our~~Agreement ~~Class~~and Aa ~~Common~~SEPA, ~~Stock~~which ~~pursuant~~is similar to ~~any~~an ~~Advances~~equity line of credit, under ~~the~~which ~~SEPA~~we ~~and~~can ~~conversion~~sell shares of ~~any~~our ~~amounts~~Class ~~under~~A Common Stock. Under the SEPA, Yorkville ~~Promissory Notes,~~has ~~exercise~~committed ofto ~~the~~purchase ~~GEM~~up ~~Warrant~~to ~~and~~$100 ~~conversion~~million of ~~any~~Class ~~amounts~~A ~~under~~Common Stock during the ~~GEM~~SEPA ~~Promissory~~Commitment ~~Note~~Period, subject to the terms and ~~conversion~~conditions of ~~any~~the ~~amounts~~SEPA. ~~under~~Under the ~~Senior~~ ~~Convertible~~ATM ~~Notes~~Agreement, ~~would~~we ~~result~~may insell ~~substantial~~shares ~~dilution~~ of our ~~stockholders~~Class ~~and~~A ~~may~~Common ~~have~~Stock aup ~~negative~~to ~~impact~~an onaggregate market value of $7,525,033, subject to the ~~market~~terms ~~price of~~and ~~our~~conditions ~~Class~~of Athe ~~Common~~ATM ~~Stock~~Agreement.

AtWhile ~~Closing,~~we ~~the~~generally ~~Senior~~have ~~Convertible Notes and~~ the ~~obligation~~right to ~~issue~~control the ~~GEM~~timing ~~Warrant~~and ~~automatically~~amount ~~became~~of ~~our~~any ~~obligation.~~sales ~~On December 15, 2023, we issued the GEM Warrant in the amount~~ of ~~1,657~~ shares of Class A Common Stock atunder ~~an exercise price of $3,407.25 per share, which will be adjusted to 105% of~~ the ~~then-current~~SEPA ~~exercise~~and ~~price if, on~~ the ~~one-year anniversary date of the date of issuance~~ATM Agreement, ~~the~~there ~~GEM Warrant~~are ~~has~~various ~~not~~terms ~~been exercised in full~~ and ~~the~~conditions ~~average~~that ~~closing~~may ~~price~~limit ~~per~~our ~~share~~ability ofto ~~shares~~utilize ofthese ~~Class~~agreements Awhen ~~Common~~needed. ~~Stock~~For ~~for~~example, ~~the 10 days preceding~~under the ~~anniversary date is less than 90% of the initial exercise price. Additionally~~SEPA, ~~the~~we ~~GEM~~may ~~Warrant~~only ~~contains~~sell ~~weighted~~shares ~~average~~to ~~anti-dilution provisions~~Yorkville ~~that provide that~~ if ~~the~~there ~~Company~~is ~~issues~~an ~~shares~~effective ofResale ~~Class~~Registration AStatement ~~Common~~filed ~~Stock,~~with orthe ~~securities~~SEC ~~convertible into or exercisable or exchangeable~~ for, ~~shares of Class A Common Stock at a price per share that is less than 90% of~~ the ~~exercise price then in effect or without consideration,~~resale ~~then~~under the ~~exercise~~Securities ~~price~~Act, ofand ~~the~~if ~~GEM~~there ~~Warrant~~are ~~upon~~Yorkville ~~each~~promissory ~~such~~notes ~~issuance~~outstanding, ~~will~~Yorkville bemay ~~adjusted~~require tous ~~the price equal~~ to ~~105%~~issue ~~of the consideration per share paid for such Class A Common Stock or other securities. The issuance of~~ shares of ~~Class~~our Class A Common Stock in ~~this~~satisfaction ~~offering may cause such an adjustment in the exercise price~~ of ~~the~~amounts ~~GEM~~outstanding ~~Warrant~~thereunder. ~~GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026.~~

OnFuture ~~February~~sales ~~5, 2024, we issued the GEM Promissory Note, which is convertible upon nonpayment~~ of ~~and in lieu of a monthly payment in the amount of $100,000, payable for ten months on the first of the month starting on March 1, 2024. The GEM Promissory Note provides for the issuance of shares of~~ Class A Common Stock atunder ~~a conversion price equal to~~ the ~~VWAP~~SEPA ofand ~~the~~under ~~trading day immediately preceding~~ the ~~applicable payment~~ATM ~~due date. As of the date of this prospectus~~Agreement, wewill ~~have~~depend ~~issued~~upon anmarket ~~aggregate~~conditions ofand ~~19,000~~other ~~shares~~factors ~~of Common Stock~~ to ~~GEM in lieu of monthly~~be ~~payment~~determined ~~obligations~~by ~~for a total of $784~~us,~~943.~~ ~~The~~and ~~remaining~~we ~~balance~~may ofultimately ~~$215,057~~elect ~~was~~to ~~settled~~utilize inless ~~cash~~than ~~during~~ the ~~first~~full ~~quarter~~amounts ~~of 2025~~available ~~and~~under ~~therefore there is no outstanding balance on~~ the ~~GEM~~respective ~~Promissory Note~~programs.

28In addition, because the purchase price per share for shares that we may elect to sell under the SEPA or the ATM Agreement fluctuates based on the market price of our Class A Common Stock, it is not possible for us to predict the number of shares we will ultimately sell or the aggregate gross proceeds from such sales, and the gross proceeds we receive may be substantially less than the amounts available to us under the SEPA or the ATM Agreement.

Further, the shares of Class A Common Stock issuable pursuant to the Senior Convertible Notes, to the extent exercised, converted and issued, would impose significant dilution on our stockholders. As of December 5, 2025, up to 159,667 additional shares of Common Stock may be issued assuming full conversion (and no adjustments to the conversion price thereof) of the Senior Convertible Notes, which would reflect approximately 1.68% of the outstanding shares of our Common Stock as of December 5, 2025 after giving effect to such issuance.25

~~Pursuant~~Our tostock ~~the~~is ~~SEPA,~~ subject to ~~certain~~requirements ~~conditions and Yorkville’s right~~ to ~~require~~remain ~~issuances~~listed while its promissory notes are outstanding, we have the option, but not the obligation, to sell to Yorkville, and Yorkville will subscribe for, an aggregate amount of up to $100,000,000 of shares of Class A Common Stock, at our request any time during the commitment period terminating on the ~~36-month~~Nasdaq ~~anniversary~~Capital ~~of the Original SEPA; provided that any Advance Notice may only be made if (x) no amount remains outstanding on the Yorkville Promissory Notes~~Market, ~~(y)~~ ~~there~~including isa anminimum ~~effective~~bid ~~Resale~~price ~~Registration~~requirement ~~Statement~~and ~~filed with the SEC for the resale under the Securities Act, of the shares of~~stockholders’ ~~Class~~equity ~~A Common Stock to be issued pursuant to such Advance Notice~~requirement, and ~~(z) other customary conditions precedent are satisfied. The price at which we~~ may ~~issue and sell shares pursuant to an Advance under the SEPA may~~ be atdelisted ~~either~~if ~~(a)~~it ~~Pricing~~does ~~Option~~not 1maintain or ~~(b)~~regain, ~~Pricing~~as ~~Option 2~~applicable, ~~provided~~compliance ~~that~~with wethose ~~are subject to certain caps on the amount of shares of Class A Common Stock that we may sell pursuant to any advance under the SEPA~~requirements.

~~Additionally,~~Nasdaq atMarketplace ~~any~~Rule ~~time during the commitment period, provided there is~~ 5550(a)(2) ~~balance~~requires ~~remaining outstanding under~~ a ~~Yorkville~~minimum ~~Promissory~~bid ~~Note,~~price ~~Yorkville may~~of ~~deliver~~$1.00 anper ~~Investor~~share ~~Notice,~~for ~~causing~~primary anequity ~~Advance~~securities ~~Notice~~listed toon bethe ~~deemed~~Nasdaq ~~delivered to Yorkville, subject to certain conditions. As of December~~Capital 5,Market ~~2025,~~ (the ~~aggregate~~“Minimum ~~principal~~Bid ~~amount~~Price ~~has~~Requirement”). ~~been~~To ~~fully~~regain ~~satisfied~~compliance with ~~no remaining outstanding balance under~~ the ~~Yorkville~~Minimum ~~Promissory Notes.~~Bid InPrice ~~addition~~Requirement, ~~14,201~~we ~~shares~~effected ofthe September ~~Class~~Reverse ~~A Common~~ Stock ~~had~~Split ~~been~~on ~~issued~~September in19, ~~satisfaction with a deferred fee payment in the amount of $500~~2024,~~000.~~ ~~Assuming that (a) we issue and sell~~ the ~~full~~July ~~$100~~Reverse ~~million of shares of Class A Common~~ Stock ~~under~~Split ~~the~~on ~~SEPA~~July ~~to Yorkville~~8, ~~(b) there are no beneficial ownership limitations~~2025, and ~~(c)~~ the ~~issue~~May ~~price~~2026 ~~for~~Reverse ~~such~~Stock ~~sales~~Split on isMay ~~$500.00 or $1~~8,~~500~~ 2026.00 ~~per~~Following ~~share, such additional issuances would represent in~~ the ~~aggregate~~May ~~approximately~~2026 ~~161,625~~Reverse ~~or 53,875 additional shares of Class A Common~~ Stock, ~~respectively~~Split, ~~or approximately 2% or 1% of~~ the ~~total~~bid ~~number~~price of ~~shares~~our of Class A Common Stock ~~outstanding~~surpassed as$1.00 ofper ~~December 5, 2025, after giving effect to such issuance~~share.

29While Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that if any listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for a Minimum Bid Price Requirement compliance period of 180 days. As a result, if we default on this requirement again, since we effected the 1-for-50 September Reverse Stock Split and the 1-for-10 July Reverse Split, Nasdaq would begin the process of delisting our Class A Common Stock without providing a Minimum Bid Price Requirement compliance period. However, we could still be eligible to request a hearing before the Nasdaq Panel to present its plan for regaining and sustaining compliance with the Minimum Bid Price Requirement.

If our Class A Common Stock ceases to be listed for trading on the Nasdaq Capital Market, we expect that our Class A Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. If Nasdaq were to delist our Class A Common Stock, it would be more difficult for our stockholders to dispose of our Class A Common Stock and more difficult to obtain accurate price quotations on our Class A Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Class A Common Stock or warrants are not listed on a national securities exchange.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

~~If,~~Since ~~for~~October ~~any~~31, ~~reason~~2024, ~~Nasdaq~~our ~~delists~~Class ~~our~~A ~~securities~~Common ~~from~~Stock ~~trading~~trades on ~~its~~The ~~exchange~~Nasdaq ~~and~~Capital weMarket, ~~are~~under ~~not~~the ~~able~~same tosymbol, ~~list~~BNZI. ~~our~~There ~~securities~~can onbe ~~another~~no ~~national~~assurance ~~securities~~that ~~exchange,~~ we ~~expect~~will ~~our securities could~~ be ~~quoted~~able ~~on an over-the-counter market. If this were~~ to ~~occur,~~maintain wecompliance ~~could~~with ~~face~~Nasdaq ~~significant material~~listing ~~adverse consequences, including:~~standards.

~~● a limited availability of market quotations~~ If, for ~~our~~any ~~securities;~~reason, ●we ~~reduced~~fall ~~liquidity~~out ~~for our securities; ● a decrease in the number~~ of ~~institutional~~compliance ~~and~~again ~~general~~or ~~investors~~Nasdaq ~~that~~delists ~~will consider investing in~~ our ~~Class~~securities Afrom ~~Common Stock; ● a determination that our common stock is a “penny stock” which will require brokers~~ trading inon ~~our~~its ~~Class~~exchange Aand ~~Common~~we ~~Stock~~are tonot ~~adhere~~able to list ~~more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for~~ our securities; ●on aanother ~~limited~~national ~~amount~~securities ofexchange, ~~news~~we ~~and~~expect ~~analyst coverage; ● a reduction in the number of market makers for~~ our ~~Class A Common stock and the number of broker-dealers willing to execute trades in shares of our Class A Common Stock; ● a decreased ability to issue additional~~ securities orcould ~~obtain~~be ~~additional~~quoted ~~financing~~on inan over-the-counter ~~future;~~market. If ~~and~~this ●were ~~being subject~~ to ~~regulation~~occur, inwe ~~each~~could ~~state~~face insignificant ~~which~~material weadverse ~~offer~~consequences, ~~our securities.~~including:

30■ a limited availability of market quotations for our securities; ■ reduced liquidity for our securities; ■ a decrease in the number of institutional and general investors that will consider investing in our Class A Common Stock; ■ a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ■ a limited amount of news and analyst coverage; ■ a reduction in the number of market makers for our Class A Common stock and the number of broker-dealers willing to execute trades in shares of our Class A Common Stock; ■ a decreased ability to issue additional securities or obtain additional financing in the future; and ■ being subject to regulation in each state in which we offer our securities.

If our Class A Common Stock ceases to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.

If we are unable to maintain the listing of our Class A Common Stock on The Nasdaq Capital Market or another national securities exchange, our Class A Common Stock could become subject to the so-called “penny stock” rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale. This means that if we are unable maintain the listing of our Class A Common Stock on a national securities exchange, the ability of stockholders to sell their common stock in the secondary market could be adversely affected. If a transaction involving a penny stock is not exempt from the SEC’s rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction. The broker-dealer also must disclose the commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the customer’s account and information on the limited market in penny stocks.

Our dual class common stock structure has the effect of concentrating significant voting power with our Chief Executive Officer and Co-Founder, ~~Joseph~~ Joseph Davy, which ~~limits~~may limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Shares of our Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock,” together with the Class A Common Stock, the “Common Stock”), have 10 votes per share, while shares of our Class A Common Stock have one vote per share. Mr. Davy, ~~who~~ who is our Chief Executive Officer and is Legacy Banzai’s Co-Founder, including his affiliates and permitted transferees, holds ~~all~~ all of the issued and outstanding shares of Class B Common Stock. Accordingly, Mr. Davy held, directly or indirectly, approximately 2013.2788% of our outstanding voting power as of ~~December~~June 52, ~~2025~~2026, and therefore may be able to ~~control~~significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Davy may have interests that differ from yours ~~and~~ and may vote in a way with which you disagree, and which may be adverse to your interests. This ~~concentrated~~significant ~~control~~concentration of voting power may have the effect of delaying, preventing, or deterring a change in control, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale, and might ultimately affect the market price of Class A Common Stock.

The market price of our Class A Common Stock has been, and is likely to continue to be, highly volatile, and you may lose some or all of your investment.

The market price of our Class A Common Stock has fluctuated, and may continue to fluctuate, significantly due to a number of factors, some of which may be beyond our control, including those factors discussed in this “Risk Factors” section and many others, such as:

●■ actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in its quarterly and annual results; ●■ developments involving our competitors; ●■ changes in laws and regulations affecting our business; ●■ variations in our operating performance and the performance of ~~our~~its competitors in general; ●■ the public’s reaction to our press releases, ~~our~~its other public announcements, and ~~our~~its filings with the SEC; ●■ additions and departures of key personnel; ●■ announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors; ■ our failure to meet the estimates and projections of the investment community or that it may otherwise provide to the public; ■ publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; ■ changes in the market valuations of similar companies; ■ overall performance of the equity markets; ■ sales of Class A Common Stock by us or our stockholders in the future; ■ trading volume of Class A Common Stock; ■ significant lawsuits, including stockholder litigation; ■ failure to comply with the requirements of Nasdaq; ■ the impact of any natural disasters, pandemics, epidemics, or other public health emergencies; ■ general economic, industry and market conditions and other events or factors, many of which are beyond our control; and ■ changes in accounting standards, policies, guidelines, interpretations, or principles.

3127

● our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public; ● publication of research reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; ● changes in the market valuations of similar companies; ● overall performance of the equity markets; ● sales of Common Stock by us or our stockholders in the future; ● trading volume of Class A Common Stock; ● significant lawsuits, including stockholder litigation; ● failure to comply with the requirements of Nasdaq; ● the impact of any natural disasters, pandemics, epidemics, or other public health emergencies; ● general economic, industry and market conditions and other events or factors, many of which are beyond our control; and ● changes in accounting standards, policies, guidelines, interpretations, or principles.

Volatility in the price of our Class A Common Stock could subject us to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

If securities or industry analysts do not publish research or reports about us, or publish negative reports, then our stock price and trading volume could decline.

The trading market for our Class A Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about us. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our Class A Common Stock or change their opinion, then the market price of our Class A Common Stock would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our Class A Common Stock or trading volume to decline.

We have incurred and will continue to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of Nasdaq, and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant ~~strain~~ strain on our personnel, systems, and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying ~~with~~ with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. Although we have already hired additional employees and engaged outside consultants to assist us in complying with these requirements, we will need to hire more employees in the future or may need to engage additional outside consultants, which will increase our operating expenses.

32In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this prospectus and in our other public filings, our business and financial condition will become more visible, which may result in pricing pressure from customers or an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm our business.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors (our “Board”), particularly to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in this prospectus and in our other public filings, our business and financial condition will become more visible, which may result in pricing pressure from customers or an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm our business.28

We have identified material weaknesses in our internal control over financial reporting in the past. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

Prior to the ~~Closing~~closing of the Business Combination, Legacy Banzai was a private company with limited accounting personnel to adequately execute its accounting processes and limited supervisory resources with which to address its internal control over financial reporting. In connection with the audit of Legacy Banzai’s financial statements as of and for the year ended December 31, 2022 and continuing through the year ended December 31, ~~2023~~2024, ~~Legacy~~the ~~Banzai~~Company identified material weaknesses in its internal control over financial reporting; the Company has also identified material weaknesses in ~~2024 too~~2025. A material weakness is a deficiency or a combination of deficiencies, in internal ~~control~~ control over financial reporting, such that there is a reasonable possibility that a material misstatement of Legacy Banzai’s annual or or interim financial statements will not be prevented or detected on a timely basis.

Legacy Banzai did not design or maintain an effective control environment under the rules and regulations of the SEC. Accordingly and specifically, (i) management does not have appropriate IT general controls in place over change management, user access, cybersecurity, and reviews of service organizations, (ii) management does not have suitable entity level controls in place in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO”), including reviews of the financial statements, and certain entity level controls were not performed by management, and (iii) pervasive transactional and account level reconciliations and analyses are not performed, or not performed with sufficient detail to prevent or detect a material weakness. These issues related to ~~managements~~management’s controls over the review of complex significant transactions, ~~complex~~ complex debt and equity, income and sales taxes, &and revenue recognition.

We have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plans to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take. We cannot assure you that the measures taken to date and to be taken in the future, will be sufficient to remediate the control deficiencies that led to Legacy Banzai’s material weakness in internal control over financial reporting or that it will prevent or avoid potential future material weaknesses. If the steps we take do not correct the material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

33Any failure to remediate existing material weaknesses, or to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We will not be required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and will therefore not be required to make a formal assessment of the effectiveness of control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer a “smaller reporting company” and a “non-accelerated filer” as defined in Item 10(f)(1) of Regulation S-K, and Rule 12b-2 of the Exchange Act, respectively. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A Common Stock.

Any failure to remediate existing material weaknesses, or to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We will not be required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and will therefore not be required to make a formal assessment of the effectiveness of control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A Common Stock.29

Our executive officers and directors collectively beneficially own approximately 2014.5317% of the voting power of our outstanding Common ~~Stock~~ Stock and may have ~~substantial~~significant ~~control~~influence over ~~us, which will limit your ability to influence~~ the outcome of important transactions, including a change in control.

Our executive officers and directors, in the aggregate, beneficially own approximately 2014.5317% of the voting power of our outstanding ~~shares~~ shares of Common Stock as of the date of this prospectus, based on the number of shares outstanding as of ~~December~~June 52, ~~2025~~2026. As a result, these stockholders, if acting together, ~~will~~may be able to significantly influence ~~or control~~ matters requiring approval by our stockholders, ~~including~~ including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. They may also have ~~interests~~ interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This ~~concentration of~~significant ownership position may have the effect of delaying, preventing, or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their Class A Common Stock as part of the sale of the Company, and might ultimately affect the market price of our Class A Common Stock.

It is not currently anticipated that we will pay dividends on shares of our Class A Common Stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the market price of Class A Common Stock.

It is currently anticipated that we will retain future earnings for the development, operation, and expansion of the business, and we do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to our stockholders will therefore be limited to the appreciation of their shares of Class A Common Stock. There is no guarantee that shares of Class A Common Stock will appreciate in value or even maintain the price at which stockholders have purchased their shares of Class A Common Stock.

The DGCL and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Charter, our Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in our management. Among other things, our Charter and/or Bylaws include provisions regarding:

●■ that shares of our Class B Common Stock are entitled to 10 votes per share; ●■ the ability of the Board to issue shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”), including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; ●■ the ability of our stockholders to take action by written consent in lieu of a meeting; ■ the limitation of the liability of, and the indemnification of, our directors and officers; ●■ the requirement that a special meeting of stockholders may be called only by a majority of the entire Board, the chairperson of the Board or the Chief Executive Officer which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; ●■ controlling the procedures for the conduct and scheduling of Board and stockholder meetings; ●■ the ability of the Board to amend the Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and ●■ advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

Likewise, because our principal executive offices are located in Washington, the anti-takeover provisions of the Washington Business Corporation Act (the “WBCA”) may apply to us under certain circumstances now or in the future. These provisions prohibit a “target corporation” from engaging in any of a broad range of business combinations with any stockholder constituting an “acquiring person” for a period of five years following the date on which the stockholder became an “acquiring person.”

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or our management.

In addition, our Charter includes a provision substantially similar to Section 203 of the DGCL, which may prohibit certain stockholders holding 15% or more of our outstanding capital stock from engaging in certain business combinations with us for a specified period of time.

Our Charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of claims or causes of action under Delaware statutory or common law: any derivative claims or causes of action brought on our behalf; any claims or causes of action asserting a breach of a fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Charter, or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. In addition, our Charter provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Such provisions are intended to benefit and may be enforced by us and our officers and directors, employees, and agents.

These provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find either choice of forum provisions contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

We are ana ~~emerging~~smaller ~~growth~~reporting company. ~~and~~We ~~smaller~~cannot ~~reporting~~be ~~company,~~certain ~~and~~whether the reduced ~~reporting~~disclosure requirements applicable to ~~emerging growth companies and~~ smaller reporting companies will ~~may~~ make our ~~shares~~common ofstock ~~Class~~less Aattractive ~~Common~~to ~~Stock~~investors ~~less~~or ~~attractive~~otherwise limit our ability to ~~investors~~raise additional funds.

We are ana ~~emerging~~“smaller ~~growth~~reporting company,” asunder ~~defined~~applicable insecurities ~~the~~regulations. ~~JOBS~~A ~~Act.~~smaller ~~For~~reporting ascompany ~~long~~is a company that, as weof ~~continue~~the tolast bebusiness day of its most recently completed fiscal quarter, has an ~~emerging~~aggregate ~~growth~~market value of the company’s voting stock held by non-affiliates, weor ~~may~~public ~~take advantage~~float, of ~~exemptions~~less ~~from~~than ~~various~~$250 ~~reporting~~million, ~~requirements~~or ~~that~~has ~~are~~annual ~~applicable~~revenues toless ~~other~~than $100 million and either no public ~~companies~~float ~~that~~or ~~are~~public ~~not~~float ~~“emerging growth~~less ~~companies,”~~than ~~including~~$750 ~~exemption~~million. ~~from~~SEC ~~compliance~~rules ~~with~~provide ~~the~~that ~~auditor~~companies ~~attestation~~with ~~requirements~~a ~~under~~non-affiliate ~~Section~~public ~~404~~float of ~~the~~less ~~Sarbanes-Oxley~~than ~~Act~~$75 million may only sell shares under a Form S-3 shelf registration statement, ~~reduced~~during ~~disclosure~~any ~~obligations~~12-month ~~regarding~~period, ~~executive~~in ~~compensation~~an ~~and~~amount ~~exemptions~~less ~~from~~than ~~the~~or equal ~~requirements~~to one-third of ~~holding~~the apublic ~~nonbinding~~float. ~~advisory vote~~If onwe ~~executive~~do ~~compensation~~not ~~and~~meet ~~stockholder~~this ~~approval~~public offloat requirement, any ~~golden~~offering ~~parachute~~by ~~payments~~us ~~not~~under ~~previously~~a ~~approved.~~Form WeS-3 will ~~remain~~be limited anto ~~emerging growth~~raising ~~company~~an ~~until~~aggregate ~~the~~of ~~earlier~~one-third of: ~~(i)~~our ~~the~~public ~~last~~float ~~day~~in ofany ~~the~~12-month ~~fiscal~~period. ~~year~~In (addition, a) ~~following~~smaller ~~the~~reporting ~~fifth~~company ~~anniversary~~is able ofto ~~the~~provide ~~closing~~simplified ofexecutive ~~7GC’s initial~~compensation ~~public~~disclosures ~~offering~~in ~~(December~~its 22filings, ~~2025),~~is exempt from the provisions of Section 404(b) inof ~~which~~the Sarbanes-Oxley weAct ~~have~~requiring ~~total~~that ~~annual~~an ~~gross~~independent ~~revenue~~registered ofpublic ataccounting ~~least~~firm ~~$1.235~~provide ~~billion,~~an orattestation ~~(c)~~report inon ~~which~~the effectiveness weof ~~are~~internal ~~deemed~~control toover befinancial areporting ~~large~~if ~~accelerated~~its ~~filer~~public float is less than $70 million, ~~which~~and ~~means~~has ~~the~~certain ~~market~~other ~~value~~reduced ofdisclosure ~~our~~obligations in ~~common~~their ~~equity~~SEC ~~that~~filings, isincluding, ~~held~~among byother ~~non-affiliates~~things, ~~exceeds $700.0~~only ~~million~~being asrequired to provide two years of ~~the~~audited ~~last~~financial ~~business~~statements ~~day~~in ofannual reports. ~~our~~Reduced ~~most~~disclosure ~~recently~~in ~~completed~~our ~~second~~SEC ~~fiscal~~filings ~~quarter;~~due ~~and~~to ~~(ii)~~our ~~the~~status ~~date~~as ona ~~which~~smaller wereporting ~~have~~company ~~issued more~~may ~~than~~make ~~$1.0~~it ~~billion~~harder infor ~~non-convertible~~investors ~~debt~~to ~~securities~~analyze its ~~during~~results ~~the~~of ~~prior~~operations ~~three-year~~and ~~period~~financial prospects.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.31

We are also a smaller reporting company as defined in the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements, including exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this prospectus and our other periodic reports and proxy statements. We will be able to take advantage of these scaled disclosures for so long as our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

We cannot predict if investors will find our Class A Common Stock less attractive because we may rely on these exemptions. If some investors find Class A Common Stock less attractive as a result, there may be a less active trading market for Class A Common Stock and its market price may be more volatile.

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We will base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets ~~and~~ and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our financial ~~statements~~ statements include, but are not limited to, estimates of impairment on goodwill, recognition, and measurement of convertible notes, warrants ~~and~~ and SAFEs, including the valuation of the bifurcated embedded derivatives liabilities, and ~~measurement~~recognition and ~~recognition~~measurement of stock-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A Common Stock.

Additionally, we will regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards, and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit.

We may issue additional shares of Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.

We may issue a substantial number of additional shares of Common Stock or Preferred Stock, including under our 2023 equity incentive plan~~, which has 10,000,000 shares authorized as of February 28, 2025, and 425,699 shares available for issuance as of December 5, 2025~~. Any such issuances of additional shares of Common Stock or Preferred Stock:

●■ may significantly dilute the equity interests of our investors; ●■ may subordinate the rights of holders of Common Stock if preferred stock is issued with rights senior to those afforded our Common Stock; ●■ could cause a change in control if a substantial number of shares of our Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and ●■ may adversely affect prevailing market prices for our Common Stock and/or Public Warrants.

Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to our registration statements could reduce the market price of Class A Common Stock.

Sales of a substantial number of shares of Class A Common Stock in the public market pursuant to ~~the~~our ~~Registration~~resale ~~Statements~~registration onstatements ~~Form S-1~~ (~~File~~collectively, ~~Nos. 333-276307 and 333-278871) (~~the “~~S-1~~Resale Registration Statements”) could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of Class A Common Stock. In particular, until such time as it is no longer effective, the ~~S-1~~Resale Registration Statements permit the resale of shares held by Mr. Joseph Davy, ~~who holds approximately 2.48% of outstanding Common Stock of the Company,~~ including shares of both Class A Common Stock and Class B Common Stock ~~and approximately 20.27% of our outstanding voting power~~, subject, in each case, to the applicable lock-up periods. The resale, or expected or potential resale, of a substantial number of shares of our Class A Common Stock in the public market could adversely affect the market price for Class A Common Stock and make it more difficult for you to sell your holdings at times and prices that you determine are appropriate. Furthermore, we expect that, because there is a large number of shares registered pursuant to the ~~S-1~~Resale Registration Statements, the selling securityholders will continue to offer the securities covered thereby pursuant to the ~~S-1~~Resale Registration Statements or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to any of our registration statements may continue for an extended period of time. We may also file additional registration statements in connection with the possible sale of other securities.

We are including 2,076,842 Resale Shares in this prospectus, all of which, once sold by the Selling Securityholder pursuant to this prospectus upon and after its effectiveness (subject to certain lock-up agreements as described elsewhere in this prospectus), will be freely tradable.32

It is not possible to predict the actual number of shares we will sell under the SEPA, or the actual gross proceeds resulting from those sales. Further, we may not have access to any or the full amount available under the SEPA.

On December 14, 2023, we entered into the SEPA with Yorkville, pursuant to which Yorkville has committed to purchase up to $100 million of Class A Common Stock, pursuant to Advance Notices delivered by the Company any time during the commitment period terminating on the 36-month anniversary of the SEPA; provided that any Advance Notice may only be made if (x) no amount remains outstanding on the Yorkville Promissory Notes, (y) there is an effective Resale Registration Statement filed with the SEC for the resale under the Securities Act of the shares of Class A Common Stock to be issued pursuant to such Advance Notice, and (z) other customary conditions precedent. Additionally, at any time during the commitment period, provided there is a balance remaining outstanding under a Yorkville Promissory Note, Yorkville may deliver an Investor Notice, causing an Advance Notice to be deemed delivered to Yorkville, subject to certain conditions.

Save for the issuance of shares of Class A Common Stock following receipt of an Investor Notice (as defined in the SEPA) or pursuant to conversion of a Yorkville Promissory Note, we generally have the right to control the timing and amount of any sales of shares of Class A Common Stock to Yorkville under the SEPA. Sales of Class A Common Stock, if any, to Yorkville under the SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Yorkville all, some, or none of the shares of Class A Common Stock that may be available for us to sell to Yorkville pursuant to the SEPA.

Because the purchase price per share to be paid by Yorkville for the shares of Class A Common Stock that we may elect to sell to Yorkville under the SEPA, if any, will fluctuate based on the market prices of Class A Common Stock prior to each sale made pursuant to the SEPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Class A Common Stock that we will sell to Yorkville under the SEPA, the purchase price per share that Yorkville will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by Yorkville under the SEPA, if any.

Moreover, although the SEPA provides that we may issue up to an aggregate of $100 million of our Class A Common Stock to Yorkville, only 2,511,453 shares of Class A Common Stock (excluding 6,000 shares issued to Yorkville in lieu of a commitment fee at Closing) were previously registered for resale under the Prior SEPA Registration Statements. Depending on the market price of our Class A Common Stock prior to each Advance made pursuant to the SEPA, the actual gross proceeds from the sale of all such shares may be substantially less than the $100 million available to us under the SEPA.

Since it has become necessary for us to issue to Yorkville under the SEPA more than the 2,511,453 shares of Class A Common Stock previously registered, to receive aggregate gross proceeds equal to $100 million under the SEPA, we filed an additional registration statement to register under the Securities Act the resale by Yorkville such additional shares of Class A Common Stock we now seek to issue from time to time under the SEPA, which the SEC must declare effective (the “2024 Additional SEPA Registration Statement”). The 2024 Additional SEPA Registraion Statement was filed with the SEC on September 12, 2025 and declared effective on September 19, 2025.

The SEPA does not obligate Yorkville to subscribe for or acquire any shares of Class A Common Stock under the SEPA if those shares of Class A Common Stock, when aggregated with all other shares of Class A Common Stock acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the then outstanding shares of Class A Common Stock.

Resales of our shares of Common Stock in the public market during this Offering by the Selling Securityholders may cause the market price of our Common Stock to decline.

Sales of Resale Shares could result in resales of our Common Stock by our current securityholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common Stock.

Nasdaq Marketplace Rule 5550(a)(2) requires a minimum bid price of $1.00 per share for primary equity securities listed on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”).

To regain compliance with the Minimum Bid Price Rule, we effected a reverse stock split at a ratio of 1-for-50, effective as of September 19, 2024 (the “September Reverse Stock Split”). Subsequently, we effected a 1-for-10 reverse stock split of the shares of the Company’s common stock, effective as of July 8, 2025 (the “July Reverse Stock Split”). Following the July Reverse Stock Split, the bid price of our common stock surpassed $1.00 per share. However, we have not yet been notified that we regained compliance with the Minimum Bid Price Requirement and cannot guarantee that Nasdaq will decide that we have.

While Nasdaq rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that if any listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for a Minimum Bid Price Requirement compliance period of 180 days.

As a result, since we effected the 1-for-50 September Reverse Stock Split and the 1-for-10 July Reverse Split, Nasdaq would begin the process of delisting our common stock without providing a Minimum Bid Price Requirement compliance period. However, we could still be eligible to request a hearing before the Nasdaq Panel to present its plan for regaining and sustaining compliance with the Minimum Bid Price Requirement.

If our common stock ceases to be listed for trading on the Nasdaq Capital Market, we expect that our common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. If Nasdaq were to delist our common stock, it would be more difficult for our stockholders to dispose of our common stock and more difficult to obtain accurate price quotations on our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock or warrants are not listed on a national securities exchange.

OnIn ~~each~~the ofpast, ~~June~~we ~~27,~~have ~~2025~~issued, ~~August~~and ~~19,~~in ~~2025,~~the ~~and~~future ~~October~~we 8,may ~~2025~~issue, weconvertible ~~issued~~promissory anotes ~~senior~~or ~~secured~~other convertible ~~note~~debt ininstruments. ~~the~~These ~~original principal~~instruments ~~amount~~may ofinclude ~~$2,200,000,~~terms ~~$2,200,000,~~that ~~and~~provide ~~$2,500,000,~~the ~~respectively,~~holders ~~under~~with acertain ~~purchase~~rights ~~agreement,~~and ~~pursuant~~remedies toupon ~~which~~an ~~the~~event ~~Company~~of ~~may issue~~default, ~~notes~~which incould ~~the~~require ~~aggregate~~us ~~principal~~to ~~amount~~make cash ~~of $11~~payments,~~000,000~~ ~~(collectively,~~issue ~~the~~shares ~~“June~~of ~~2025~~our ~~Notes”).~~Class AsA ofCommon ~~December 5~~Stock, ~~2025,~~ ~~the~~take ~~outstanding~~other ~~balance~~actions ofthat ~~the~~could ~~June~~be ~~2025~~costly ~~Notes~~or ~~is $2~~restrictive,~~438,333.~~ ~~The~~or ~~holders~~otherwise ofharm ~~the~~our business, ~~June~~financial ~~2025~~condition ~~Notes~~and ~~have~~results ~~certain rights upon an event~~ of ~~default~~operations.

~~Events~~For ~~of default under the June 2025 Notes~~example, ~~none~~we ofissued ~~which~~senior ~~have~~secured ~~occurred~~convertible asnotes ofon ~~the~~June ~~date~~27, of2025, ~~this~~August ~~prospectus~~19, ~~are~~2025, ~~defined~~and ~~under~~October ~~the~~8, ~~June~~ 2025 ~~Notes~~ tofor ~~include~~an ~~among~~aggregate ~~others:~~original principal ~~(i)~~amount ~~failure~~of to$6.9 ~~pay~~million. ~~any~~Events ~~amounts~~of ~~due~~default under ~~the~~convertible ~~June~~promissory ~~2025~~notes ~~Note~~and ~~when~~similar ~~and~~instruments asare ~~due~~defined ~~after~~in ~~any~~the applicable ~~cure~~ ~~period;~~transaction ~~(ii)~~documents, ~~failure to meet filing~~ and ~~effectiveness~~may ~~deadlines~~include, ~~concerning~~among ~~the~~other ~~registration~~things, ~~statement~~failures ~~pursuant~~ to ~~which~~pay ~~the Notes~~amounts ~~and~~when ~~the~~due ~~shares of Common stock underlying such Notes are registered;~~ (~~iii)~~subject to any ~~default~~applicable ofcure ~~at least $500~~periods),~~000 of indebtedness~~ ~~other~~failures ~~than with respect~~ to ~~the~~meet ~~June~~certain ~~2025~~filing, ~~Note;~~reporting, ~~(iv)~~or ~~any~~registration-related ~~bankruptcy~~deadlines, ~~liquidation~~defaults oron other ~~similar~~indebtedness ~~proceeding,~~above orspecified ~~any~~thresholds, certain ~~voluntary~~ bankruptcy or- ~~similar proceeding commenced by the Company~~ or ~~any~~insolvency-related ~~subsidiary~~events, orfailures ~~an admission in writing of its inability~~ to ~~pay~~timely ~~its~~deliver ~~debts~~shares ~~generally as~~upon ~~they become due; (v) the entry by a court of a decree~~conversion, ~~order,~~and ~~judgment~~suspensions ~~or similar document in respect~~ of ~~the~~trading ~~Company~~ or ~~any subsidiary~~listing of aour ~~voluntary or involuntary bankruptcy or similar proceeding not dismissed within thirty (30) days of its initiation; (vi) failure to convert the June 2025 Notes or deliver underlying~~ Class A Common Stock ~~on a timely basis; (vii) suspension from trading or listing of the Common Stock~~ for ~~five~~specified ~~consecutive~~periods, ~~trading~~among ~~days;~~other ~~and (viii) failure to effect the issuance and sale of at least $1 million in gross proceeds in this offering during any consecutive twenty (20) trading day period (the “ATM Default”)~~events.

~~The~~If ~~June 2025 Notes provide that upon~~ an ~~Event~~event of ~~Default,~~default ~~including~~were anto ~~ATM~~occur ~~Default,~~under ~~the~~any ~~note~~such instruments, holders may ~~require~~have ~~the~~rights ~~Company~~that tocould ~~redeem~~include ~~(regardless of~~requiring ~~whether~~redemption ~~the Event of Default has been cured) all~~ or arepayment (potentially ~~portion of the June 2025 Notes~~ at a ~~price equal to the greater of (i~~premium), ~~the~~exercising ~~product of~~other ~~(A)~~contractual ~~the~~remedies, ~~Conversion Amount (as defined in the June 2025 Note) to be redeemed multiplied by (B) the Redemption Premium (as hereinafter defined)~~ and/or ~~(ii)~~converting ~~the~~amounts ~~product~~due ofinto ~~(X)~~shares ~~the quotient~~ of ~~(a)~~our ~~the~~Class ~~Conversion~~A ~~Amount~~Common ~~to be redeemed divided by (b) the Alternate Conversion~~Stock ~~Price~~on ~~(as~~terms ~~defined~~that inmay ~~the~~be ~~June~~unfavorable ~~2025~~to ~~Note)~~us. ~~then~~The inexercise ~~effect at such time as the note holder delivers an Event~~ of ~~Default~~any ~~redemption notice multiplied by (Y) the product~~ of ~~(1)~~ the ~~Redemption~~above ~~Premium~~rights ~~multiplied~~upon byan ~~(2)~~event ~~the greatest closing price~~ of ~~the~~default ~~Class~~could Asubstantially ~~common~~harm ~~stock~~our onfinancial ~~any~~condition ~~trading~~and ~~day~~force ~~during~~us ~~the~~to ~~period~~curtail ~~commencing~~or oneven ~~the~~cease ~~date~~our ~~immediately~~operations. ~~preceding~~See ~~such~~Note ~~Event~~12 of– ~~Default~~Debt ~~and~~to ~~ending on~~ the ~~date~~consolidated ~~the Company~~financial ~~makes~~statements ~~the~~and ~~entire~~“Management’s ~~payment~~Discussion ~~required~~and toAnalysis be— ~~made.~~Liquidity ~~Additionally,~~and ~~until~~Capital ~~the~~Resources” ~~Event of Default Redemption Price (together with any late charges thereon) is paid in full, the Conversion Amount submitted~~ for ~~redemption (together with any late charges thereon) may be converted, in~~additional ~~whole~~information orregarding inthese ~~part,~~notes byand the ~~note~~related ~~holder into Class A common stock pursuant to the terms of the June 2025 Note~~arrangements. ~~The Redemption Premium is equal to 115%.~~

The ~~note~~exclusive ~~holders~~forum ~~may~~clause ~~also~~set ~~require~~forth ~~redemption~~in of the ~~June~~Warrant ~~2025~~Agreement ~~Notes~~may ~~upon~~have ~~a Change of Control (as defined in~~ the ~~June~~effect ~~2025 Note) at a premium~~ of ~~one~~limiting ~~hundred~~an ~~thirty~~investor’s ~~(130%) percent. The exercise of any of the above~~ rights ~~upon~~to anbring ~~event~~legal ofaction and ~~default~~ could ~~substantially~~limit ~~harm~~the ~~our~~investor’s ~~financial condition~~ability ~~and force us~~ to ~~curtail~~obtain ora ~~even~~favorable ~~cease~~judicial ~~our operations~~forum.

40The Warrant Agreement, dated December 22, 2020, with Continental Stock Transfer & Trust Company, as warrant agent, provides that (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York and (ii) we irrevocably submit to such jurisdiction, which jurisdiction will be exclusive. We have waived or will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, there is uncertainty as to whether a court would enforce these provisions and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in any of the Public Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Public Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and our Board.

Outstanding warrants to purchase shares of our Class A Common Stock (the “Warrants”) may never be in the money and they may expire worthless and therefore we may not receive cash proceeds from the exercise of the Warrants. The terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding applicable Warrants approve of such amendment.

As of the date of this prospectus, we have outstanding warrants, including public warrants originally issued in 7GC’s initial public offering (the “Public Warrants”) and warrants issued to other investors in connection with various financings that the Company has completed (collectively, the “Warrants”).

The exercise of Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Class A Common Stock and the spread between the exercise price of the Warrant and the price of our Class A Common Stock at the time of exercise. There can be no assurance that our Warrants will be in the money prior to their expiration.

Our Public Warrants under certain conditions, as described in the Warrant Agreement, are redeemable by us at a price of $0.01 per warrant. The GEM Warrant is not redeemable and, like some of the other outstanding Warrants, is exercisable on a cash or cashless basis; if such Warrants are exercised on a “cashless basis,” whether or not they are in the money, we will not receive cash for such exercise. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants.

The Warrant Agreement for the Public Warrants permits amendments to the terms of the Public Warrants in certain circumstances. In particular, subject to the terms of the Warrant Agreement, amendments that affect the interests of holders of the Public Warrants may be approved by holders of at least 50% of the then outstanding Public Warrants, which could allow the Public Warrants to be amended in a manner adverse to a holder, including by increasing the exercise price, shortening the exercise period, or decreasing the number of shares purchasable upon exercise of a Public Warrant.

See Note 13 – Warrant Liabilities to the consolidated financial statements for additional information regarding the Warrants, including the number of shares underlying the Warrants, exercise prices and expiration dates.

We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of the underlying Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $180,000 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). Redemption of the outstanding Public Warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, the Company expects would be substantially less than the market value of your warrants. Shares of Class A Common Stock have never traded above $180,000 per share.

We have no obligation to notify holders of the Public Warrants that they have become eligible for redemption. However, pursuant to the Warrant Agreement, in the event we decide to redeem the Public Warrants, we are required to mail notice of such redemption to the registered warrant holders not less than 30 days prior to the redemption date. The warrants may be exercised any time after notice of redemption is given and prior to the redemption date.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of Common Stock being offered by the Selling Securityholders.

MARKET INFORMATION FOR CLASS A COMMON STOCK AND DIVIDEND POLICY

Market Information

As of ~~December~~June 52, ~~2025~~2026, our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “BNZI”. Our Public Warrants are currently listed on The Nasdaq Capital Market under the symbol “BNZIW.” As of ~~December 5~~June 2, ~~2025~~2026, there were 55 60 holders of record of our Class A Common Stock and one holder of record of our Public Warrants. These numbers do not include beneficial owners whose securities were held in street name.

In May ~~June 2025~~2026, following receipt of the necessary shareholder and Nasdaq approval, we implemented a reverse stock split of our Class A and Class B Common Stock at a 1:1020 ratio, which went effective on ~~July~~May 8, ~~2025~~2026. Following the split, we have a new CUSIP number ~~06682J407~~06682J605.

Dividend Policy

As of the date of this prospectus, we have not declared or paid any cash dividends on our Common Stock. We expect to retain future earnings, if any, for future operations, expansion and debt repayment and have no plans to declare or pay cash dividends on our Common Stock for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes our equity securities authorized for issuance as of December 31, ~~2024~~2025.

Plan Category	Number of ~~securities~~Securities toTo beBe ~~issued~~Issued ~~upon~~Upon ~~exercise~~Exercise of ~~outstanding~~Outstanding ~~options~~Options, ~~warrants~~Warrants and ~~rights~~Rights (a)		Weighted ~~average~~Average ~~exercise~~Exercise ~~price~~Price of ~~outstanding~~Outstanding ~~options~~Options, ~~warrants~~Warrants and ~~rights~~Rights (b)		Number of ~~securities~~Securities ~~remaining~~Remaining ~~available~~Available for ~~future~~Future ~~issuance~~Issuance ~~under~~Under ~~equity~~Equity ~~compensation~~Compensation ~~plans~~Plans (excluding securities reflected in column (a)) (c) (1)
Equity compensation plans approved by securityholders		65,826	$	63.40		925,591
Equity compensation plans approved by shareholders		625	$	31,551.80		9,751
Equity compensation plans not approved by securityholders		-		-		-
Equity compensation plans not approved by shareholders		—		—		—
Total:		65,826	$	63.40		925,591
Total		625	$	31,551.80		9,751

(1) Includes ~~924~~24,~~435~~319 shares available pursuant to our 2023 Equity Incentive Plan and ~~1,156~~58 shares available pursuant to our Employee Stock Purchase Plan. The total number of securities remaining available for future issuance indicated above reflects the expansion of shares available under the 2023 EIP Plan, to 150,000~~,000~~ shares, which Banzai’s shareholders approved on February 28, 2025.

4235

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated audited financial statements and related notes, and our interim condensed consolidated financial statements and related notes, that appear elsewhere in this prospectus, as well as the section entitled “Business.” In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the section titled “Risk Factors” and elsewhere in this prospectus.

Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Banzai is a Marketing Technology (MarTech) company that produces data-driven marketing and sales solutions for businesses of all sizes. Our mission is to help our customers accomplish their mission - by enabling better marketing, sales, and customer engagement outcomes. Banzai endeavors to acquire companies strategically positioned to enhance our product and service offerings, increasing the value provided to current and prospective customers.

Banzai was founded in 2015. The first product Banzai launched was Reach, a SaaS and managed services offering designed to increase registration and attendance of marketing events, followed by the acquisition of Demio, a SaaS solution for webinars designed for marketing, sales, and customer success teams, in 2021 and the launch of Boost, a SaaS solution for social sharing designed to increase attendance for Demio-hosted events by enabling easy social sharing by event registrants, in 2023. ~~Our~~We ~~customer~~acquired ~~base~~OpenReel ~~included~~in ~~over 6097 customers as of September 30~~2024, ~~2025~~ and ~~comes~~both ~~from~~Vidello aand ~~variety~~the ofassets ~~industries, including (among others) healthcare, financial services, e-commerce, technology and~~of ~~media,~~Superblocks ~~operating~~ in ~~over~~2025, 90further ~~countries.~~expanding ~~Our~~our ~~customers~~platform ~~range in size from solo entrepreneurs~~ and ~~small businesses to Fortune 500 companies. No single~~ customer ~~represents more than 10% of our revenue~~base. Since 2021, we have focused on increasing mid-market and enterprise customers for Demio. Progress towards this is reflected in our increase in multi-host Demio customers from 14 on January 1, 2021 to 97 on September 30, 2025.

WeOur ~~sell~~customer ~~our~~base ~~products~~comes ~~using~~from a ~~recurring~~variety ~~subscription~~of ~~license~~industries, ~~model~~including ~~typical~~(among inothers) ~~SaaS~~healthcare, ~~businesses.~~financial ~~Pricing tiers for our main product~~services, ~~Demio, are based on the number of host~~e-~~capable users~~commerce, ~~desired~~technology ~~feature sets,~~ and ~~maximum audience size. Boost pricing tiers are based on the~~ ~~Demio~~media, ~~plan~~in toover ~~which~~90 ~~the customer subscribes~~countries. ~~Reach~~Our ~~pricing~~customers isrange ~~based~~in onsize ~~the~~from ~~number~~solo ofentrepreneurs ~~event~~and ~~campaigns~~small abusinesses ~~customer has access~~ to ~~run~~Fortune ~~simultaneously or~~500 ~~the~~companies. ~~maximum~~No ~~number of registrations a~~ single customer isrepresents ~~allowed~~more tothan ~~generate~~10% ~~per~~of ~~subscription~~our ~~period~~revenue. ~~Banzai’s~~Since ~~customer~~2021, ~~contracts~~we ~~vary in~~have ~~term~~focused ~~length~~on ~~from~~increasing ~~single~~mid-market ~~months~~and toenterprise ~~multiple~~customers ~~years~~for Demio.

~~Banzai~~We sell ~~generated~~our ~~revenue of~~products ~~approximately~~using ~~$9.4~~a ~~million~~recurring ~~and~~subscription $3license model typical in SaaS businesses.2 ~~million~~Pricing ~~during~~tiers ~~the~~for ~~nine~~our ~~months~~main ~~ended~~product, ~~September~~Demio, are 30based on the number of host-capable users, ~~2025~~desired ~~and~~feature ~~2024~~sets, ~~respectively~~and maximum audience size. ~~Banzai~~Boost ~~has~~pricing ~~incurred significant~~tiers ~~net~~are ~~losses~~based ~~since~~on ~~inception,~~the Demio ~~including~~plan ~~net~~to ~~losses~~which ofthe ~~approximately~~customer ~~$17~~subscribes.5 ~~million~~Reach ~~and~~pricing ~~$23.7~~is ~~million~~based ~~for~~on the ~~nine~~number ~~months~~of ~~ended September~~event ~~30,~~campaigns ~~2025~~a ~~and~~customer ~~2024,~~has ~~respectively.~~access ~~Banzai~~to ~~had~~run ansimultaneously or ~~accumulated~~the ~~deficit~~maximum number of ~~$95.7~~registrations ~~million~~a ~~and~~customer ~~$78~~is allowed to generate per subscription period.3 ~~million~~Our ascustomer ofcontracts ~~September~~vary ~~30,~~in ~~2025~~term ~~and~~length ~~December~~from ~~31,~~single ~~2024,~~months ~~respectively~~to multiple years.

~~Summary of our recent Mergers and Acquisitions~~36

~~OpenReel~~First ~~Merger~~Quarter 2026 Financial and Operational Highlights

~~On December~~■ ~~18,~~Revenue ~~2024~~decreased ~~(the~~20.2% ~~“OR~~to ~~Closing~~$2.7 ~~Date”),~~million wefor ~~closed~~first ~~the~~quarter ~~merger~~2026 ~~(the~~compared ~~“Merger”,~~to ~~the~~first ~~consummation~~quarter 2025. Total cost of ~~the~~revenue ~~Merger, the~~decreased ~~“Closing”)~~by ~~with~~14.0% ~~ClearDoc,~~quarter ~~Inc~~over quarter., a■ ~~Delaware~~Gross ~~corporation~~profit ~~doing~~reached ~~business~~$2.2 asmillion ~~OpenReel~~for ~~(“OpenReel”)~~first quarter 2026, ~~pursuant~~ compared to an$2.8 ~~Agreement~~million ~~and~~in ~~Plan~~first ofquarter ~~Merger~~2025. ~~(the~~Gross ~~“OR~~profit ~~Merger~~was ~~Agreement”),~~80.7% ~~dated~~in ~~December~~first ~~10,~~quarter ~~2024,~~2026 bycompared ~~and~~to ~~among~~82.1% ~~the~~in ~~Company,~~first ~~OpenReel, certain~~quarter ~~stockholders~~2025. of■ ~~OpenReel~~Net ~~(the~~loss ~~“OpenReel~~increased ~~Stockholders”),~~to ~~and~~$8.4 ~~Banzai~~million ~~Reel~~for ~~Acquisition~~first quarter 2026, ~~Inc~~compared to $3.6 million in first quarter 2025, which represents a ~~Delaware~~$4.8 ~~corporation and~~million ~~our~~decline ~~wholly~~quarter ~~owned~~over ~~subsidiary~~quarter. ~~(“Merger~~■ ~~Sub”),~~Stockholders’ ~~that~~equity ~~was~~remained ~~formed~~at ~~solely~~$8.1 ~~for~~million ~~purposes~~as of ~~consummating~~March ~~the~~31, ~~Merger~~2026; we converted $3.8 ~~Upon~~million ~~Closing~~of debt to equity, ~~the~~ ~~Merger~~and ~~Sub~~raised ~~merged~~an ~~with~~additional $3.3 million from the SEPA and ~~into~~ATM ~~OpenReel,~~during ~~with~~first ~~OpenReel~~quarter ~~being~~2026. ~~the~~■ ~~surviving~~Closed ~~entity~~an ~~(the~~additional ~~“Surviving~~tranche ~~Entity”)~~of ~~thereafter~~ $2.3 million debt in February 2026 as part of our ~~direct~~$11 million debt facility with an institutional investor to support ongoing operations and ~~wholly~~solidify ~~owned~~the ~~subsidiary~~foundation ~~named~~for ~~“OpenReel,~~future ~~Inc~~growth.”

AtFull ~~the~~Year ~~effective~~2025 ~~time~~Financial ~~of the Merger (the “Effective Time”), each share of capital stock of OpenReel issued~~ and ~~outstanding~~Operational immediately prior to the Effective Time (other than shares as to which dissenter’s rights have been properly exercised and certain other excluded shares) was converted into the right to receive our Common Stock, and pre-funded warrants, each exercisable for one (1) share of Banzai Common Stock at an exercise price of US $0.0001 (the “Pre-Funded Warrants”) issued in lieu thereof, in an amount equal to the quotient of $19,600,000 divided by the Conversion Price (as defined in the OR Merger Agreement) (the “Merger Consideration”).Highlights

■ Revenue grew 168.6% to $12.2 million for full year 2025 compared to 2024. Total cost of revenue increased only 53.8% year over year, resulting in improved gross profit. ■ Gross profit reached $10.0 million for full year 2025, compared to $3.1 million in 2024. Gross profit was 82.0% in full year 2025 compared to 68.6% in 2024. ■ Net loss decreased to $22.5 million for full year 2025, compared to $31.5 million in 2024, which represents a $9.0 million improvement year over year. ■ Stockholders’ equity increased $10.8 million to $8.1 million as of December 31, 2025. The ~~Merger~~ ~~Consideration~~company ~~consisted~~made substantial improvements to the balance sheet during 2025. ■ Executed a payoff and debt conversion agreement for approximately $4.3 million in outstanding senior secured debt. The decision by senior debt holders to convert into equity reflects a strong vote of confidence in our vision and trajectory. ■ Secured an ~~aggregate~~$11 million debt facility in June 2025 with an institutional investor to support ongoing operations and solidify the foundation for future growth. ■ Expanded our customer base to over 150,000 cumulative total customers that have used Banzai products as of 93December 31,~~057~~ ~~shares~~2025. Customers include blue chip names across healthcare, financial services, e-commerce, technology, and media, with customers in over 90 countries. ■ Acquired Vidello, a suite of ~~Banzai~~products ~~Common~~for ~~Stock~~3D video creation, royalty free music, and 1video marketing. Vidello offers a comprehensive video hosting and marketing suite that provides entrepreneurs,~~176~~ startups,~~950~~ ~~Pre-Funded~~agencies, ~~Warrants~~and online businesses with tools to grow their businesses. ~~The~~■ ~~shares~~ Acquired the assets of ~~Banzai~~Superblocks, ~~Common~~an ~~Stock~~agentic AI platform for developing and ~~Pre~~hosting SEO-~~Funded~~optimized ~~Warrants~~websites, ~~issued~~landing bypages, ~~Banzai~~and registration pages. The platform allows marketers to ~~the~~create ~~OpenReel~~and ~~Stockholders~~host ~~pursuant~~websites using conversational AI, addressing problems that traditionally required rigid template-based site builders or extensive web development expertise. ■ An institutional investor increased their direct equity stake to 18.7% following the ORexercise ~~Merger~~of ~~Agreement~~warrants. ~~were issued~~We believe this demonstrates their confidence in ~~reliance~~our ~~upon~~long-term ~~the~~strategy. ~~exemption~~■ ~~from~~Established ~~registration~~strong ~~provided~~pipeline byfocused ~~Section~~on 4the BFSI (abanking, financial services, insurance, and FinTech)~~(2)~~ segment with multiple seven-figure deals. We are seeing substantial improvements in our pipeline, especially for mid-market and enterprise customers. ■ Successfully shifted CreateStudio revenue model from one-time license to recurring subscription revenue. The vast majority of ~~the~~CreateStudio ~~Securities~~revenue ~~Act~~is now recurring, with a very effective customer upsell program running.

4337

~~OpenReel~~Summary ~~is a leading enterprise video creation and management solution that empowers companies to create high-quality content at scale and on brand. OpenReel enables businesses~~ of ~~all~~our ~~sizes~~recent to cut down on the time-and resource-intensive process of video creation and scale content creation initiatives efficiently, effectively, and securely. OpenReel is trusted by a wide range of customers from small businesses to the Fortune 500. OpenReel is based in New York, with its team distributed worldwide. OpenReel’s enterprise customer base includes global organizations, such as Bristol Myers Squibb, Ingram Micro, DXC Technology, Insider Inc., and US Steel.acquisitions

~~Vidello Acquisition~~Superblocks

On ~~January~~November 317, 2025, ~~the~~we ~~Company~~acquired ~~closed on~~ the ~~Vidello~~assets ~~Limited~~of ~~acquisition~~Superblocks, a ~~private~~privately-held ~~limited~~Agentic ~~company~~AI ~~registered~~platform infor ~~England~~developing and ~~Wales~~hosting ~~for~~launch-ready ~~approximately~~SEO-optimized $2websites.7 ~~million~~The inSuperblocks ~~cash~~platform ~~($2,500,000~~allows ~~are~~marketers withheld for indemnification expenses and other holdback provisions in accordance with the Acquisition Agreement, the “Cash Consideration”) and 89,820 shares of Banzai Class A common stock, pursuant to ~~an Acquisition~~easily ~~Agreement~~create ~~(the “Acquisition Agreement”), dated December 19, 2024, by~~ and ~~among~~host ~~the Company~~websites, ~~Vidello,~~landing ~~and certain shareholders of Vidello (the “Vidello Shareholders”). Vidello Shareholders transferred all the outstanding shares of Vidello to the Company~~pages, ~~therefore, Vidello became a direct~~ and ~~wholly~~simple ~~owned~~web ~~subsidiary of the Company. The Share Consideration to the Vidello~~applications ~~Shareholders~~using ~~pursuant~~conversational to the Acquisition Agreement were issued in reliance upon the exemption from registration provided by Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”)AI.

~~Act On~~Vidello

~~The~~On ~~Company entered into that certain Agreement and Plan of Merger (the “AO Merger Agreement”), dated~~ January 2231, 2025, ~~with Act-On~~we ~~Software,~~acquired ~~Inc.~~Vidello, a ~~Delaware~~platform ~~corporation~~of ~~(“Act-On”), and Banzai Passage Inc.,~~ a ~~Delaware~~suite ~~corporation and wholly owned subsidiary~~ of ~~Banzai~~products ~~(“Merger~~for ~~Sub”).~~3D ~~Although~~video ~~the~~creation, ~~Company~~royalty ~~worked~~free ~~diligently~~music, toand ~~complete~~video ~~all~~marketing. Vidello ~~closing~~offers ~~conditions~~a ofcomprehensive ~~the~~video ~~AO Merger~~hosting ~~Agreement,~~and ~~due~~marketing tosuite ~~then-current~~that ~~market~~provides ~~conditions~~entrepreneurs, ~~on June 6~~startups, ~~2025~~agencies, ~~Act-On~~and ~~served~~online ~~the Company~~ businesses with atools ~~notice of termination~~ to ~~terminate the~~grow ~~Merger~~their ~~Agreement and any related agreements (collectively, the “AO Transaction Documents”)~~businesses. AsAt ~~per~~ the AOacquisition ~~Transaction Documents~~date, ~~the~~Vidello ~~Company~~had ~~was~~over ~~required to pay certain termination fees including $500~~90,000 incustomers, ~~liquidated~~and ~~damages~~their toflagship ~~cover~~CreateStudio ~~certain transaction~~product ~~expenses~~has ~~Act-On~~been ~~incurred~~named ina ~~connection~~Top ~~with~~3 ~~the~~Best ~~merger~~Rated ~~contemplated~~product byin the AOvideo ~~Merger~~maker ~~Agreement~~category ~~and~~by ~~$882~~Capterra,~~029.82~~ ~~in additional interest~~ and ~~extension~~a ~~fees~~High ~~associated~~Performer ~~with one of Act-On’s outstanding debts that the Company was going to payoff in connection with the merger contemplated~~ by ~~the AO Merger Agreement~~G2. ~~Accordingly, the Company paid the total amount owed of approximately $1,382,030 to Act-On.~~

~~Reverse Stock Split~~OpenReel

On ~~August~~December 2918, 2024, we ~~held~~acquired OpenReel, a ~~special~~leading ~~meeting~~enterprise ofvideo ~~securityholders~~creation ~~(the~~and ~~“Special~~management ~~Meeting”).~~solution Atthat ~~the~~empowers ~~Special~~companies ~~Meeting, the~~to ~~Company’s~~create ~~securityholders~~high-quality ~~approved~~content ~~the~~at ~~proposal~~scale toand ~~amend~~on ~~our~~brand. ~~Second~~OpenReel ~~Amended~~enables ~~and~~businesses ~~Restated Certificate~~ of ~~Incorporation~~all sizes to ~~effect a~~cut ~~reverse~~down ~~stock~~on ~~split~~the ~~with~~time- ~~respect~~and resource-intensive toprocess ~~the~~of ~~Company’s~~video ~~issued~~creation and ~~outstanding~~scale ~~Class~~content Acreation ~~Common~~initiatives ~~Stock~~efficiently, ateffectively, aand ~~ratio~~securely. ~~of up to 1-for-50,~~OpenReel ~~with~~is ~~the~~trusted ~~final~~by ~~ratio~~a ~~and~~wide ~~exact~~range ~~timing~~of tocustomers befrom ~~determined~~small atbusinesses ~~the~~to ~~discretion~~Fortune of500 ~~the~~companies. ~~Board~~OpenReel ofis ~~Directors.~~based Onin ~~September~~New 10York, ~~2024,~~with ~~our~~its ~~Board~~team ~~determined~~distributed toworldwide. ~~effect~~OpenReel’s aenterprise ~~reverse~~customer ~~stock~~base ~~split~~includes atglobal ~~a ratio of 1-for-50~~organizations, ~~effective~~such as ofBristol ~~September~~Myers 19Squibb, ~~2024 and filed an amendment with the~~Ingram ~~Secretary~~Micro, ofDXC ~~State~~Technology, ofInsider ~~the~~Inc., ~~State~~and ofUS ~~Delaware~~Steel.

OnThese ~~June~~acquisitions ~~27,~~are ~~2025,~~a ~~the~~key ~~stockholders~~part of ~~the~~our ~~Company~~vision ~~collectively approved an amendment~~ to ~~the~~build ~~Company’s Certificate of Incorporation, as amended and restated, to effect~~ a ~~reverse~~comprehensive ~~stock~~suite ~~split~~of ~~(the~~AI-powered ~~“2025~~marketing ~~Reverse~~tools ~~Stock~~that ~~Split”)~~make ~~of the Company~~marketers’s ~~Class A~~lives ~~Common~~faster ~~Stock~~ and ~~Class B Common Stock at a ratio of 1-for-10 effective on July 8, 2025~~easier.

~~Nasdaq~~Transaction ~~Listing~~Announcement

~~The~~As ~~Company~~noted ~~had~~in aBusiness, ~~hearing before the Nasdaq Hearings Panel (the “Panel”)~~ on ~~September~~March 1923, ~~2024~~2026, ~~regarding~~ the Company~~’s noncompliance~~ ~~with~~announced ~~certain~~that ~~Nasdaq~~it ~~listing~~reached ~~rules.~~an Onagreement ~~September~~on ~~26,~~terms ~~2024,~~to ~~Nasdaq~~acquire ~~provided~~assets ~~the~~of ~~Company~~ConnectAndSell. The ~~with~~acquisition ~~its~~is ~~determination~~expected to ~~phase~~increase ~~the Company~~Banzai’s ~~down~~annual ~~from~~revenue. ~~the~~The ~~Nasdaq~~two ~~Global~~companies ~~Market~~have toexecuted ~~the~~a ~~Nasdaq~~non-binding ~~Capital~~letter ~~Market~~of ~~(the~~intent. As ~~“Exchange”) and grant~~ the ~~Company~~parties ancontinue ~~extension until January 31, 2025~~ to ~~demonstrate~~negotiate ~~compliance~~material ~~with~~terms ~~Nasdaq’s~~of ~~listing~~the ~~rules~~transaction, somanagement ~~long~~currently asanticipates that the ~~company~~transaction ~~applies~~will toclose in ~~list on~~ the ~~Nasdaq Capital~~second ~~Market~~half onof orfiscal ~~before~~2026. ~~October 7~~However, ~~2024~~since ~~and~~the ~~demonstrates~~transaction ~~compliance~~is ~~with~~also ~~Listing~~subject ~~Rules~~to ~~5550(a)(2),~~execution ~~5550(~~of a~~)(5)~~ ~~and~~definitive ~~5550(b)(1)~~agreement onand orclosing ~~before January 31~~conditions, ~~2024.~~we Oncannot ~~February~~accurately ~~12,~~estimate ~~2025,~~ the ~~Company~~actual ~~received~~closing adate ~~letter~~at ~~from~~this ~~the~~time. ~~Nasdaq~~There ~~Stock~~can ~~Market~~be ~~LLC,~~no ~~Office~~assurance ~~of the General Counsel stating~~ that ~~the~~we ~~Company~~will ~~demonstrated~~be ~~compliance~~able ~~with~~to ~~the requirements for continued listing on the Nasdaq Capital Market and~~complete ~~therefore~~this ~~the Company’s securities would remain listed thereon~~acquisition.

44Terminated Act-On Merger

~~Nasdaq~~We ~~Marketplace~~entered ~~Rule~~into ~~5550(~~an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a) Delaware corporation (2“Act-On”). Although ~~requires~~the aCompany ~~minimum~~worked ~~bid~~diligently ~~price~~to complete all closing conditions of $1the Plan of Merger, due to market conditions, on June 6, 2025, Act-On served Banzai with a notice of termination to terminate the Merger Agreement and any related agreements (collectively, the “Transaction Documents”).00 As per ~~share~~the ~~for~~Transaction ~~primary~~Documents, ~~equity~~within ~~securities~~five ~~listed~~calendar ondays, the ~~Nasdaq~~Company ~~Capital~~was required to pay certain ~~Market~~termination (fees including $500,000 in liquidated damages to cover certain transaction expenses that Act-On incurred in connection with the ~~“Minimum~~merger ~~Bid~~and ~~Price~~$882,030 ~~Requirement”)~~in additional interest and extension fees associated with one of Act-On’s outstanding debts that the Company had intended to payoff in connection with the merger. As of December 31, 2025, the Company had paid the total amount owed of approximately $1,382,030 to Act-On.

~~While~~ Nasdaq ~~rules do not impose a specific limit on the number of times a listed company may effect a reverse stock split to maintain or regain~~ ~~compliance with the Minimum Bid Price Requirement, Nasdaq has stated that a series of reverse stock splits may undermine investor confidence in securities listed on Nasdaq. In addition, Nasdaq~~ Listing ~~Rule~~ ~~5810(c)(3)(A)(iv)~~Compliance states that if any listed company that fails to meet the Minimum Bid Price Requirement after effecting one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for a Minimum Bid Price Requirement compliance period of 180 days.

As amore ~~result,~~fully ~~since~~described herein, we effected ~~the~~a 1-for-5020 ~~September~~reverse ~~Reverse~~stock ~~Stock~~split ~~Split~~of ~~and~~our ~~the~~Class ~~1-for-10~~A ~~July~~Common ~~Reverse~~Stock ~~Split~~as of May 8, ~~Nasdaq~~2026 ~~would~~in ~~begin~~an ~~the~~effort ~~process~~to ofremain ~~delisting~~compliant ~~our~~with ~~common~~Nasdaq ~~stock~~Rule ~~without~~5550(a)(2), ~~providing~~which apertains ~~Minimum~~to ~~Bid~~the ~~Price~~minimum ~~Requirement~~required ~~compliance~~bid ~~period.~~price ~~However,~~of weour ~~could~~Class ~~still~~A beCommon ~~eligible~~Stock. Although we believe the reverse stock split allowed us to ~~request~~be ain ~~hearing~~compliance ~~before~~with ~~the~~such Nasdaq ~~Panel~~rule, tothere ~~present~~can ~~its~~be ~~plan~~no ~~for~~assurance ~~regaining~~that ~~and~~we ~~sustaining~~will be able to maintain compliance with ~~the~~that ~~Minimum~~or ~~Bid~~any ~~Price~~other ~~Requirement~~Nasdaq listing standard.

~~2025 Financings~~38

The Company may seek to raise additional capital through a private placement leveraging its SEPA with the proceeds to support its operation and expansion through acquisition.

Hudson Global Ventures, LLC Consulting Services Agreement

On January 3, 2025, the Company issued 15,000 restricted shares of its Common Stock, partially in exchange for the business advisory services outlined in the Consulting Agreement with Hudson Global Ventures, LLC, a Nevada limited liability company.

CP BF Pre-Funded Warrant Exercise

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

In October 2025, CP BF exercised its optional conversion option in which it received an aggregate of 62,700 shares of Class A Common Stock at conversion prices per share ranging from $2.38 to $2.74, in satisfaction of an aggregate of $167,116 of the Company’s obligations under the 2024 CP BF Convertible Note.

Yorkville Advanced Notice Settlements

On January 3, 2025, the Company settled its outstanding obligation to sell shares of Class A Common Stock related to the fourth Advance Notice issued to Yorkville on December 30, 2024 pursuant to the SEPA. After adjustments to the number of shares originally requested pursuant to the terms of the SEPA, the Company settled the Advance Notice by selling a total of 3,049 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $48,000.

Between January 10, 2025 and October 22, 2025, the Company settled the fifth through fifty eighth Advance Notices received subsequent to December 31, 2024, by selling an aggregate of 2,621,951 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $17,349,066.

On October 9, 2025 and October 13, 2025, the Company settled Advance Notices received subsequent to September 30, 2025, by selling an aggregate of 180,000 shares of Class A Common Stock to Yorkville for an aggregate total purchase price of approximately $568,281. On November 17, 2025, the Company settled Advance Notices received subsequent to October 13, 2025, by selling 87,000 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $124,523. On December 5, 2025, the Company settled Advance Notices received subsequent to November 17, 2025, by selling 170,000 shares of Class A Common Stock to Yorkville for a total purchase price of approximately $218,314.

RSU Issuance to Executives

On January 21, 2025, the Company issued 33,777 RSUs to executives as part of the Company’s fiscal 2024 bonus plan, following Board approvals.

Convertible promissory note issuance to YA II PN, LTD.

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

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

The Note is convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) at a conversion price of $2.00 per share (the “Conversion Price”). The lender may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the issuance date. The Company may redeem the outstanding amount at any time, in whole or in part, subject to a 4% premium, provided that (i) the Company provides the lender with at least ten (10) trading days’ prior written notice (each, a “Redemption Notice”) of its desire to redeem the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price. As of June 30, 2025 the Note was repaid in full.

Shares of Class A Common Stock issued to Winterberry

On February 4, 2025 the Company issued 3,000 shares to Verista Partners, Inc., aka Winterberry Group, one of its Creditors, in exchange for the cancellation of a portion of the total outstanding debt, in the amount of $16,666, pursuant to the Debt Reorganization.

Bridge Note Issuances to Agile Lending, LLC

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

On June 12, 2025, the Company issued a subordinated secured promissory note (the “June Agile Note”) for an aggregate principal amount of $262,500 and received $250,000 of proceeds, net of administrative agent fees $12,500 to the collateral agent, with a maturity date of December 15, 2025 under the June Note. The June Note bears interest at a rate of 48%, and interest will be calculated on a three hundred and sixty (360) day year based on the actual number of days lapsed, and interest shall accrue on the June Note commencing on and including the effective date pursuant to the June Note Agreement’s weekly repayment and amortization schedule.

Bridge Note Issuances to 1800 Diagonal Lending, LLCOn August 16, 2024, the Company issued a first promissory note (the “August 1800 Diagonal Note”) for an aggregate principal amount of $184,000 and received $195,000 of proceeds, net of an original discount of $24,000 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of June 15, 2025. The stated interest rate on the April Note is 12% per annum, and interest shall accrue on the August Note commencing on and including the issuance date pursuant to the August Note Agreement’s repayment and amortization schedule. As of December 5, 2025, the August Note was fully paid.

On September 24, 2024, the Company issued a second promissory note (the “September 1800 Diagonal Note”) for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of July 30, 2025 to 1800 Diagonal Lending, LLC (“Diagonal”). The stated interest rate on the September Note is 12% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the September Note Agreement’s repayment and amortization schedule. On July 23, 2025, the Company exercised its conversion option under the September 1800 Diagonal Note. On the conversion date, the September 1800 Diagonal Note had a fair value of $17,000 and converted into 7,034 shares of the Company’s Class A Common Stock.

On December 10, 2024, the Company issued a third promissory note (the “December 1800 Diagonal Note”) for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of October 15, 2025. The stated interest rate on the December Note is 12% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement’s repayment and amortization schedule. On July 22, 2025, the Company exercised its conversion option under the December 1800 Diagonal Note. On the conversion date, the December 1800 Diagonal Note had a fair value of $58,000 and converted into 19,986 shares of the Company’s Class A Common Stock.

On February 7, 2025, the Company issued a fourth promissory note (the “February 1800 Diagonal Note”) for an aggregate principal amount of $124,200 and received $100,000 of proceeds, net of an original discount of $16,200 and issuance costs of $8,000 for due diligence and legal fees, with a maturity date of December 15, 2025. The stated interest rate on the February Note is 12% per annum, and interest shall accrue on the February Note commencing on and including the issuance date pursuant to the February Note Agreement’s repayment and amortization schedule. On August 11, 2025, the February 1800 Diagonal Note had a fair value of $80,700 was fully converted and satisfied by the issuance of 32,780 shares of Company Class A common stock.

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

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

On July 23, 2025, the Company issued a seventh promissory note (the “July 1800 Diagonal Note”) for an aggregate principal amount of $295,550 and received $250,000 of proceeds, net of an original discount of $38,550 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of May 30, 2026. The stated interest rate on the July Note is 12% per annum, and interest shall accrue on the July Note commencing on and including the issuance date pursuant to the July Note Agreement’s repayment and amortization schedule.

On September 12, 2025, the Company issued an eighth promissory note (the “September 1800 Diagonal Note”) for an aggregate principal amount of $151,800 and received $125,000 of proceeds, net of an original discount of $19,800 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of June 15, 2026. The stated interest rate on the July Note is 14% per annum, and interest shall accrue on the September Note commencing on and including the issuance date pursuant to the September Note Agreement’s repayment and amortization schedule.

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

On December 3, 2025, the Company issued a tenth promissory note (the “December 1800 Diagonal Note”) for an aggregate principal amount of $94,300 and received $75,000 of proceeds, net of an original discount of $12,300 and issuance costs of $7,000 for due diligence and legal fees, with a maturity date of August 30, 2026. The stated interest rate on the December Note is 14% per annum, and interest shall accrue on the December Note commencing on and including the issuance date pursuant to the December Note Agreement’s repayment and amortization schedule.

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

Private Placement Offering (3i, LP)

On June 27, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, 3i, LP (the “Buyer”) for the issuance and sale in a private placement (the “Private Placement Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $11,000,000 (the “Private Placement Convertible Notes”) which Notes shall be convertible into shares of the Company’s Class A Common Stock, par value $0.0001 (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. The Buyer purchased (i) a Note in the aggregate original principal amount of $11,000,000 and (ii) a warrant to initially acquire up to 126,973 shares of Common Stock (the “Buyer Warrants”) (as exercised, collectively, the “Warrant Shares”). In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 50,157 shares of Common Stock (the “Financial Advisor Warrants”, together with the Buyer Warrants, the “Private Placement Warrants”). The Private Placement Offering closed on June 30, 2025 (the “Initial Closing Date”). The original exercise price of the Buyer Warrants of $3.4891 was reduced to $2.50 per share to purchase 126,973 shares of Common Stock that was increased to purchase up to 177,208 shares of Common Stock pursuant to a price adjustment that occurred on September 29, 2025, pursuant to the terms of the Buyer Warrants.

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

On June 30, 2025, the Company drew $2,200,000 of principal under the allowable aggregate of $11,000,000 pursuant to the Purchase Agreement and received proceeds of $1,725,000, net of original issue discount and issuance fees and costs. As of December 5, 2025, the June notes balance was fully paid with cash payment and note conversions.

On August 19, 2025, the parties held an Additional Closing pursuant to the terms of the June Purchase Agreement (the “Second Closing”). The Company issued an Additional Note in the original principal amount of $2,200,000, with an initial conversion price equal to $3.4891 per share and issuance date of August 19, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the “Additional Notes”), and Additional Warrants to purchase up to 126,107 shares of Common Stock, at an initial exercise price equal to $3.4891 per share (the “Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “August Buyer Warrants”), in the Second Closing. The Additional Note matures on August 19, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. As of December 5, 2025, the August note has an outstanding principal balance of $733,333.

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

On October 8, 2025, the parties held an Additional Closing pursuant to the terms of the June Purchase Agreement (the “Third Closing”). The Company issued an Additional Note in the original principal amount of $2,500,000, with an initial conversion price equal to $2.50 per share and issuance date of October 8, 2025 (the Additional Note and the Initial Note, are collectively referred to herein as the “Additional Notes”), and Additional Warrants to purchase up to 200,000 shares of Common Stock, at an initial exercise price equal to $2.50 per share (the “Additional Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “October Buyer Warrants”), in the third Closing. The Additional Note matures on October 8, 2026. Other than the maturity date and the conversion and exercise price of the Additional Note and Additional Warrants, respectively, the Additional Note and Additional Warrants have the same terms as those issued on the Initial Closing Date. As of December 5, 2025, the October note has an outstanding principal balance of $1,483,333.

The Additional Notes was issued with an original issue discount of 10.0% (the “OID”), as was the Note issued on the Initial Closing Date and accrue interest at a rate of 10.0% per annum. The Additional August Buyer Warrants are to purchase up to 126,107 shares of Common Stock, at an original exercise price of $3.4891. Pursuant to the terms of the August Buyer Warrants, on September 29, 2025, the exercise price of the warrants was adjusted to $2.50 per share and the number of shares that could be purchased increased to 176,000 shares of Common Stock. Both the August and October Buyer Warrants are exercisable immediately upon issuance and have a term of exercise equal to three years from the date of issuance.

At The Market Offering

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

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

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

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

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

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

In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,884 shares of Class A common stock at $6.90 per share and 32,352 prefunded warrants (the “May 2025 Prefunded Warrants”) at $3.40 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $330,000 of gross proceeds from this private placement.

2024 Financings

On May 22, 2024, we priced a “best efforts” public offering for the sale by the Company of an aggregate of 10,456 shares of our Class A common stock, pre-funded warrants exercisable into 17,322 shares of Class A Common Stock (the “May Pre-Funded Warrants”), and common warrants exercisable into 27,778 shares of Class A Common Stock (the “Common Warrants”). The public offering price was $90.00 per aggregate share. The May Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the May Pre-Funded Warrants are exercised in full, and have an exercise price of $0.05. The Common Warrants are exercisable immediately for a term of five years and have an exercise price of$90.00.

A.G.P./Alliance Global Partners (“AGP”) acted as placement agent for the offering, pursuant to a placement agency agreement, dated May 22, 2024, between the Company and AGP (the “Placement Agency Agreement”). Under the Placement Agency Agreement, AGP received a cash fee of $174,939 and warrants (the “Placement Agent Warrants”) to purchase 1,667 shares of our Class A Common Stock at an exercise price per share equal to $10.00. The offering closed on May 28, 2024.

2024 Wainwright Private Financing

On September 24, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor for the issuance and sale in a private placement (the “Private Placement”) of (i) pre-funded warrants (“HCW Pre-Funded Warrants”) to purchase up to 117,647 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.001 per share, (ii) Series A warrants (the “Series A Warrants”) to purchase up to 117,647 shares of Common Stock, at an exercise price of $25.00 per share, and (iii) Series B warrants (the “Series B Warrants” and together with the Series A Warrants and the Placement Agent Warrants (defined below), the “Warrants” ) to purchase up to 117,647 shares of Common Stock at an exercise price of $25.00 per share. The Series A Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen (18) months from the date of issuance. The combined purchase price per HCW Pre-Funded Warrant and accompanying Warrants was $42.49. The Private Placement closed on September 26, 2024.

A holder of the HCW Pre-Funded Warrants and the Warrants may not exercise any portion of such holder’s HCW Pre-Funded Warrants or Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of September 24, 2024, with the investor, pursuant to which the Company agreed to prepare and file a registration statement on Form S-1 to register the resale of the shares of Common Stock underlying the HCW Pre-Funded Warrants and the Warrants, and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than forty-five (45) days following the date of the Registration Rights Agreement (or seventy-five (75) days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC). The Company filed the initial registration statement on Form S-1 (File No. 333-282506) with the SEC on October 4, 2024 and it was declared effective on November 6, 2024.

The net proceeds to the Company from the Private Placement were approximately $4.4 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement to support general corporate purposes and working capital.

H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of September 12, 2024, as amended, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Warrants), (ii) a management fee of 1.0% of the aggregate gross proceeds of the Private Placement (inclusive of the gross proceeds to be received from the exercise of any Warrants), and (iii) a non-accountable expense allowance of $50,000. In addition, the Company issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 8,825 shares of Common Stock at an exercise price equal to $53.13 per share and, if any Warrants are exercised for cash will be obligated to issue to Wainwright additional Placement Agent Warrants equal to 7.5% of the total Warrants exercised, if any. The Placement Agent Warrants have substantially the same terms as the Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

Pursuant to the Purchase Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until sixty (60) days after the effective date of the Registration Statement. The Company has also agreed not to effect any Variable Rate Transaction (as defined in the Purchase Agreement) until one (1) year after the effective date of the Registration Statement (subject to certain exceptions). Since the OR Merger requires the Company to issue shares to the OpenReel Stockholders and file a registration statement prior to the expiration of the aforesaid period, the Wainwright Investor agreed to waive the Protective Provisions (the “Waiver”). In consideration for the Waiver, the Company agreed to reduce the exercise price of the Warrants issued to the Wainwright Investor from $40.00 to $25.00 per share.

The Engagement Letter and the Purchase Agreement contain customary representations and warranties and agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the HCW Pre-Funded Warrants, the Series A Warrants, the Series B Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the HCW Pre-Funded Warrant, the form of the Series A Warrant, the form of the Series B Warrant, the form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits.

Between January 1, 2024 and December 31, 2024, 11,453 shares of Class A Common Stock had been issued upon conversion of outstanding promissory notes issued to YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP and a cash payment of $750,000 was made in May 2024. The aggregate principal amount was fully satisfied such that there is no remaining balance under the Yorkville Promissory Notes as of December 31, 2024.

Debt Equitization Plan

From August 23, 2024 to December 31, 2024 the Company entered into various agreements to reorganize outstanding debt from certain creditors (collectively, the “Creditors”) into shares of the Company’s Class A Common Stock (the “Shares”) (collectively, the “Debt Reorganization”). The Shares issued as part of the Debt Reorganization are a mix of Shares that the Company agreed to register in a registration statement on Form S-1 and Shares that are exempt from registration. As of December 5, 2025 the Company has issued an aggregate of 472,376 Shares to the Creditors in exchange for the cancellation of an aggregate of $9,415,881 of debt.

Operating Metrics

In the management of our businesses, we identify, measure, and evaluate a variety of operating metrics, as described below. These key performance measures and operating metrics are not prepared in accordance with GAAP and may not be comparable to or calculated in the same way as other similarly titled measures and metrics used by other companies. Measurements are specific to the group being measured, i.e. total customers, new customers, or other cohorts.

The following table presents the percentage of Banzai’s revenue for the three and nine months ended September 30, 2025 and 2024 as compared to our other SaaS products.

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

Net Revenue Retention (“NRR”)

NRR is a metric Banzai uses to measure the revenue retention of its existing customer base. NRR calculates the change in revenue from existing customers by cohort over a period of time, after taking into account revenue lost due to customer churn and downgrades, and revenue gained due to upgrades and reactivations.

The formula for calculating NRR is: NRR = (Revenue at the beginning of a period - Revenue lost from churn, and downgrades + Revenue gained from expansion and reactivation) / Revenue at the beginning of the period.

The following table presents average monthly NRR for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2025			2024			2025			2024
Average Monthly NRR		97.4	%		97.9	%		96.4	%		96.7	%

Average Customer Value (“ACV”)

ACV is a metric Banzai uses to calculate the total revenue that it can expect to generate from a customer in a year. ACV is commonly used in the SaaS industry to measure the value of a customer to a subscription-based company over a 12-month period. Banzai uses ACV to segment its customers and to determine whether the value of new customers is growing or shrinking relative to the existing customer base. Banzai uses this information to make strategic decisions about pricing, marketing, and customer retention.

The formula for calculating ACV is: ACV = Total Annual Recurring Revenue (ARR) / Total Number Customers, where ARR is defined as annual run-rate revenue of subscription agreements from all customers measured at a point in time.

The following table presents new customer ACV and total average ACV for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2025		2024		2025		2024
New Customer ACV	$	1,411	$	1,381	$	1,074	$	1,470
Total Average ACV	$	1,693	$	1,509	$	1,590	$	1,549

Customer Acquisition Cost (“CAC”)

CAC is a financial metric Banzai uses to evaluate the average cost of acquiring a new customer. It includes marketing, sales, and other related expenses incurred while attracting and converting prospects into paying customers. CAC is a critical metric for Banzai to understand the efficiency and effectiveness of its marketing and sales efforts, as well as to ensure sustainable growth.

The formula for calculating CAC is: CAC = Total Sales & Marketing Cost / Number of Customers Acquired.

The following table presents CAC for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2025		2024		2025		2024
Customer Acquisition Cost (CAC)	$	1,322	$	1,569	$	1,631	$	1,508

Customer Churn %

Customer Churn % is the rate of customers who deactivate in a given period relative to the number of active customers at the beginning of such period or end of the prior period. Understanding drivers of churn allows Banzai to take measures to reduce the number of customers who deactivate and increase the overall rate of customer retention. There are two types of Churn % measured: Revenue churn and Customer (or logo) churn.

The formula for calculating Churn % is: Churn % = [# or $ value of] Deactivations / [# or $ value of] Active Customers (Beginning of period).

The following table presents revenue Churn and new customer (or logo) Churn for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,			Nine Months Ended September 30,
	2025			2024			2025			2024
Average Monthly Churn - Revenue		3.7	%		4.4	%		5.1	%		7.3	%
Average Monthly Churn - Customer (Logo)		6.9	%		5.3	%		7.8	%		8.3	%

Churn - Customer (Logo) represents the number of customers, whereas the non-Logo Churn is based on sales dollars.

Customer Lifetime Value (“LTV”)

LTV is a financial metric Banzai uses to estimate the total revenue it can expect to generate from a customer throughout their entire relationship. LTV helps Banzai understand the long-term value of each customer, enabling it to make informed decisions about marketing, sales, customer support, and product development strategies. It also helps Banzai allocate resources more efficiently by identifying high-value customer segments to focus on growth and retention.

The formula for calculating LTV is comprised of two metrics: Monthly Recurring Revenue (MRR) and Customer Life represented in # of months. Calculations for these metrics on a per-customer basis, as follows:

MRR = ACV / 12

Customer Life (# of months) = 1 / Churn %

LTV = MRR * Customer Life (# of months)

MRR is calculated by aggregating, for all customers from customer base or the group being measured during that month, monthly revenue from committed contractual amounts. For customers on annual contracts, this represents their ACV divided by 12.

The following table presents MRR, Customer Life, and LTV for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2025		2024		2025		2024
MRR (New Customers)	$	141	$	311	$	133	$	1,012
Customer Life (months)		26.7		22.9		19.6		18.7
LTV (New Customers)	$	3,136	$	2,635	$	2,598	$	2,293

LTV / CAC Ratio

LTV / CAC ratio is a culminating metric measuring the efficiency of Sales and Marketing activities in terms of the dollar value of new business generated versus the amount invested in order to generate that new business. This provides a measurement of ROI for Sales and Marketing activities. A segmented view of LTV / CAC ratio gives additional insight into the profitability of various business development activities.

The formula for calculating LTV / CAC ratio is: LTV / CAC for the segment or activity being measured.

The following table presents the LTV / CAC ratio for the three and nine months ended September 30, 2025 and 2024.

	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2025		2024		2025		2024
LTV / CAC Ratio		2.8		1.8		1.6		1.5

Net Revenue Retention (“NRR”)

The following table presents average monthly NRR for Demio for the years ended December 31, 2024 and 2023.

Product: Demio		Year Ended December 31, 2024				Year Ended December 31, 2023
Average Monthly NRR			96.7	%			95.5	%

Average Customer Value (“ACV”)

The formula for calculating ACV is: ACV = Total Annual Recurring Revenue (“ARR”) / Total Number Customers, where ARR is defined as annual run-rate revenue of subscription agreements from all customers measured at a point in time.

The following table presents new customer ACV and total average ACV for Demio for the years ended December 31, 2024 and 2023.

Product: Demio	Year Ended December 31, 2024		Year Ended December 31, 2023
New Customer ACV	$	1,428	$	1,355
Total Average ACV	$	1,545	$	1,406

Customer Acquisition Cost (“CAC”)

The formula for calculating CAC is: CAC = Total Sales & Marketing Cost / Number of Customers Acquired.

The following table presents CAC for Demio for the years ended December 31, 2024 and 2023.

Product: Demio		Year Ended December 31, 2024				Year Ended December 31, 2023
Customer Acquisition Cost (CAC)		$	1,519			$	1,030

Customer Churn %

The formula for calculating Churn % is: Churn % = [# or $ value of] Deactivations / [# or $ value of] Active Customers (Beginning of period).

The following table presents revenue Churn and new customer (or logo) Churn for Demio for the years ended December 31, 2024 and 2023.

Product: Demio	Year Ended December 31, 2024			Year Ended December 31, 2023
Average Monthly Churn - Revenue		5.7	%		6.9	%
Average Monthly Churn - Customer (Logo)		6.3	%		7.9	%

Churn - Customer (Logo) represents the number of customers, whereas the non-Logo Churn is based on sales dollars.

Customer Lifetime Value (“LTV”)

The formula for calculating LTV is comprised of two metrics: Monthly Recurring Revenue (“MRR”) and Customer Life represented in # of months. Calculations for these metrics on a per-customer basis, as follows:

MRR = ACV / 12

Customer Life (# of months) = 1 / Churn %

LTV = MRR * Customer Life (# of months)

The following table presents MRR, Customer Life, and LTV for Demio for the years ended December 31, 2024 and 2023.

Product: Demio	Year Ended December 31, 2024		Year Ended December 31, 2023
MRR (New Customers)	$	129	$	117
Customer Life (months)		17.5		14.5
LTV (New Customers)	$	2,078	$	1,635

LTV / CAC Ratio

The formula for calculating LTV / CAC ratio is: LTV / CAC for the segment or activity being measured.

The following table presents the LTV / CAC ratio for Demio for the years ended December 31, 2024 and 2023.

Product: Demio		Year Ended December 31, 2024				Year Ended December 31, 2023
LTV / CAC Ratio			1.5				1.6

Analysis of the Impact of Key Business Drivers on Financial Performance

Banzai strives to maximize revenue growth within a reasonable cost structure through optimizing and continuous monitoring of the key business metrics described above relative to SaaS industry benchmarks, Banzai’s direct competition, and historical company performance. This is accomplished through a combination of increased revenue per customer (higher ACVs and NRR) on an increasing customer base, generated through efficient customer acquisition (LTV / CAC ratio) and improved customer retention (lower churn, higher customer life). Other business activities contribute to improved performance and metrics, including but not limited to the following:

1. Customer Success and Onboarding, leading to maximum customer satisfaction and retention. 2. Product Development and Support, maximizing customer value, supporting usage and expansion revenue. 3. Company Initiatives, designed to improve trial experience and conversion rates, on-demand adoption, and emphasis on data to position our products as a system of automation and a system of record for our customers, supporting growth and retention.

Identification of Operational Risk Factors

There are a number of key internal and external operational risks to the successful execution of Banzai’s strategy.

Internal risks include, among others:

● Management and leadership issues: ineffective leadership, poor decision-making, or lack of direction.

● Operational inefficiencies: inadequate processes and poor resource allocation may lead to decreased productivity or insufficient ROI.

● Financial mismanagement: inadequate financial planning, improper accounting practices, or excessive debt can lead to financial instability.

● Employee-related challenges: high turnover, lack of skilled staff, or internal conflicts can impact morale and productivity.

● Technological obsolescence: failing to develop (or adapt) to new technologies in anticipation or response to changes in market trends can lead to competitive disadvantages.

External risks include, among others:

● Economic factors: including economic downturns, inflation, or currency fluctuations impacting business spending and overall market conditions.

● Competition: from established industry players to new entrants, eroding market share and profitability.

● Legal and regulatory: changes in laws or regulations that impact operations or increase compliance costs.

● Technological disruptions: from advancements in technology leading to obsolescence of existing products.

● Unforeseen events: including natural disasters, geo-political instability, and pandemics, potentially impacting market demand, operational or supply chain disruption.

Analysis of the Impact of Operational Risks on Financial Performance

The risk factors described above could have significant impacts on Banzai’s financial performance. These or other factors, including those risk factors summarized in the section titled “Risk Factors” could impact Banzai’s ability to generate and grow revenue, contain costs, or inhibit profitability, cash flow, and overall financial performance:

● Revenue and Sales: Internal risks from operating inefficiency or external factors, including economic downturns or increased competition, could lead to lower sales, impaired unit economics, and reduced revenue.

● Costs and Expenses: Internal operating mismanagement or external factors, including supplier issues, may cause increased cost relative to revenue generation, resulting in insufficient return on investment or profit margins.

By continuing to conduct comprehensive risk monitoring and analysis on financial performance, Banzai can optimize its ability to make informed decisions and improve its ability to navigate internal and external challenges. Such activities include: identification and categorization of risks, quantification and analysis of potential severity, and development of risk mitigation strategies. It is also important for Banzai to ensure financial reports and disclosures accurately reflect the potential impact of risks on financial performance, essential for transparent communication with investors and stakeholders.

The Business Combination and Public Company Costs

~~The~~Due to the Business Combination ~~was~~with ~~accounted~~7GC ~~for~~in as2023, awe ~~reverse~~became ~~recapitalization.~~the ~~Under~~successor ~~this~~to ~~method~~an ofSEC-registered ~~accounting,~~and ~~7GC~~Nasdaq-listed ~~was~~company, ~~treated~~which asrequired Banzai ~~the~~to ~~acquired company~~hire ~~for~~additional ~~financial~~personnel ~~statement~~and ~~reporting~~implement ~~purposes.~~procedures ~~Accordingly,~~and ~~for~~processes ~~accounting~~to ~~purposes,~~address ~~the~~public ~~financial~~company ~~statements~~regulatory ofrequirements ~~Banzai~~and ~~represent~~customary apractices. ~~continuation~~We ofincurred ~~the~~and ~~financial~~expect ~~statements~~to ofincur ~~Legacy~~additional ~~Banzai~~annual ~~with~~expenses ~~the~~as ~~Business~~a ~~Combination~~public ~~treated~~company asfor, ~~the~~among ~~equivalent~~other ofthings, ~~Legacy~~directors’ ~~Banzai~~and ~~issuing~~officers’ ~~stock~~liability ~~for~~insurance, ~~the~~director ~~net~~fees ~~assets~~and ofadditional ~~7GC~~internal and external accounting, ~~accompanied~~legal byand aadministrative ~~recapitalization~~resources, including increased audit and legal fees. ~~The~~We ~~net~~are ~~assets~~classified ofas ~~7GC~~a ~~were~~“smaller ~~stated~~reporting atcompany.” ~~historical~~As ~~cost~~a result, ~~with no~~we ~~goodwill~~have orbeen ~~other~~provided with ~~intangible~~certain ~~assets~~disclosure ~~recorded~~and regulatory relief. ~~Operations~~Our ~~prior~~future toresults ~~the~~of ~~Business~~operations ~~Combination~~and ~~are~~financial ~~those~~position ofmay ~~Legacy~~not be comparable to Legacy Banzai’s inhistorical ~~this~~results of operations and ~~future~~ ~~reports~~financial position as a result of ~~Banzai~~the Business Combination.

~~Due~~Results toof ~~the~~Operations ~~Business~~– ~~Combination,~~Three weMonths ~~became~~Ended ~~the~~March ~~successor to an SEC-registered and Nasdaq-listed company~~31, ~~which~~2026 ~~required Banzai to hire additional personnel~~ and implement procedures and processes to address public company regulatory requirements and customary practices. We incurred and expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. We are qualified as an “emerging growth company.” As a result, we have been provided certain disclosure and regulatory relief. Our future results of operations and financial position may not be comparable to Legacy Banzai’s historical results of operations and financial position as a result of the Business Combination.2025

	Three Months Ended March 31,						Period-over-Period
($ in Thousands)	2026			2025			$			%
Operating income:
Revenue	$	2,696		$	3,379		$	(683	)		(20.2	)%
Cost of revenue		521			606			85			14.0	%
Gross profit		2,175			2,773			(598	)		(21.6	)%
Operating expenses:
General and administrative expenses		7,650			7,433			(217	)		(2.9	)%
Depreciation and amortization expense		305			247			(58	)		(23.5	)%
Total operating expenses		7,955			7,680			(275	)		(3.6	)%
Operating loss		(5,780	)		(4,907	)		(873	)		(17.8	)%
Other expenses (income):
Interest income		(3	)		—			(3	)		NM
Interest expense		9			—			(9	)		NM
Interest expense - related party		194			358			164			45.8	%
Gain on extinguishment of liabilities		—			(4,343	)		(4,343	)		(100.0	)%
Loss on debt issuance		49			274			225			82.1	%
Loss on Private Placement Issuance		1,598			—			(1,598	)		NM
Loss on extinguishment of debt, net		6			1,770			1,764			99.7	%
Change in fair value of financial instruments		608			140			(468	)		(334.3	)%
Change in fair value of financial instruments - related party		22			45			23			51.1	%
Change in fair value of convertible notes		(372	)		159			531			334.0	%
Loss on Yorkville SEPA advances		28			385			357			92.7	%
Other (income) expense, net		550			(125	)		(675	)		(540.0	)%
Total other expenses, net		2,689			(1,337	)		(4,026	)		(301.1	)%
Loss before income taxes		(8,469	)		(3,570	)		(4,899	)		(137.2	)%
Income tax expense (benefit)		(52	)		74			126			170.3	%
Net loss	$	(8,417	)	$	(3,644	)	$	(4,773	)		(131.0	)%

~~Results~~The ofpercentage ~~Operations~~changes included in the tables herein present favorable period-over-period amounts and percentages as positive and unfavorable as negative, and percentages not considered meaningful as “NM.”

	Nine Months Ended September 30,			Nine Months Ended September 30,			Period-over-			Period-over-
($ in Thousands)	2025			2024			Period $			Period %
Operating income:
Revenue	$	9,351		$	3,228		$	6,123			189.7	%
Cost of revenue		1,680			1,049			631			60.2	%
Gross profit		7,671			2,179			5,492			252.0	%
Operating expenses:
General and administrative expenses		21,007			11,721			9,286			79.2	%
Depreciation expense		842			4			838			nm
Total operating expenses		21,849			11,725			10,124			86.3	%
Operating loss		(14,178	)		(9,546	)		(4,632	)		48.5	%
Other expenses (income):
GEM settlement fee expense		—			260			(260	)		-100.0	%
Interest income		(1	)		—			(1	)		nm
Interest expense		—			—			—			nm
Interest expense - related party		1,289			2,861			(1,572	)		-54.9	%
Gain on extinguishment of liabilities		(4,489	)		(681	)		(3,808	)		559.2	%
Gain on release of Vidello revenue holdback		(973	)		—			(973	)		nm
Loss on debt issuance		444			171			273			159.6	%
Loss on Private Placement Issuance		2,276			—			2,276			nm
Loss on extinguishment of term notes		1,769			—			1,769			nm
Loss on issuance of term notes		111			390			(279	)		-71.5	%
Loss on conversion and settlement of Alco promissory notes - related party		—			4,809			(4,809	)		-100.0	%
Loss on conversion and settlement of CP BF notes - related party		—			6,529			(6,529	)		-100.0	%
Loss on convertible bridge notes		146			63			83			131.7	%
Change in fair value of warrant liability		171			(594	)		765			-128.8	%
Change in fair value of warrant liability - related party		(2	)		(460	)		458			-99.6	%
Change in fair value of bifurcated embedded derivative assets- related party		54			(32	)		86			-268.8	%
Change in fair value of convertible notes		(265	)		679			(944	)		-139.0	%
Change in fair value of term notes		391			37			354			956.8	%
Change in fair value of convertible bridge notes		(34	)		(18	)		(16	)		88.9	%
Yorkville prepayment premium expense		—			95			(95	)		-100.0	%
Loss on yorkville sepa advances		938			—			938			nm
Vidello earnout expense		486			—			486			nm
Failed acquisition costs		1,382			—			1,382			nm
Other expense (income), net		(523	)		(3	)		(520	)		nm
Total other expenses (income)		3,170			14,106			(10,936	)		-77.5	%
Loss before income taxes		(17,348	)		(23,652	)					0.0	%
Income tax expense		113			7			106			nm
Net loss	$	(17,461	)	$	(23,659	)	$	6,198			-26.2	%

Comparison of the three months ended March 31, 2026 and 2025

The percentage changes included in the tables herein that are not considered meaningful are presented as “nm”.

Components of results of operations for the nine months ended September 30, 2025 and 2024

Revenue Analysis

Nine Months Ended September 30,

Period-over-

Three Months Ended March 31,

Period-over-Period

($ in Thousands)

~~2025~~2026

~~2024~~2025

~~Period~~ $

~~Period~~ %

Revenue

92,~~351~~696

3,~~228~~379

~~6,123~~(683

)

~~189~~(20.72

~~For~~Revenue ~~the~~from ~~nine months ended September 30, 2025,~~ Banzai ~~reported total revenue of approximately $9~~Operating,~~351~~ thousand, representing an increase of approximately $6,123 thousand, or approximately 189.7%, compared to the period ended September 30, 2024. This increase is primarily attributable to the revenue generated by the acquisitions of OpenReel and Vidello ~~and~~decreased anby ~~increase in Reach revenue of~~ approximately $~~46 thousand~~134, ~~OpenReel~~ ~~revenues of approximately~~ $465,~~184~~ ~~thousand~~ and ~~Vidello revenues were approximately~~ $1484 respectively,~~852~~ ~~thousand~~ for the ~~nine~~three months ended ~~September~~ 30March 31, ~~2025~~2026.

Cost of Revenue Analysis

Nine Months Ended September 30,

Period-over-

Three Months Ended March 31,

Period-over-Period

($ in Thousands)

~~2025~~2026

~~2024~~2025

~~Period~~ $

~~Period~~ %

Cost of revenue

~~1,680~~521

~~1,049~~606

~~631~~85

6014.20

~~For~~Cost ~~the~~of ~~nine~~revenue ~~months~~from ~~ended~~OpenReel ~~September 30, 2025~~ and ~~2024,~~Vidello ~~Banzai’s~~decreased ~~cost~~by ~~of revenue totaled~~ approximately $110,~~680~~ ~~thousand~~ and ~~approximately~~ $188,~~049~~ ~~thousand~~respectively, ~~respectively.~~partially ~~This~~offset ~~represents~~by anBanzai ~~increase~~Operating, ofwhich increased by approximately $~~631~~13 ~~thousand, or approximately 60.2%,~~ for the ~~nine~~three months ~~ended~~ ~~September 30, 2025 as compared to the nine months~~ ended ~~September~~March 3031, ~~2024~~2026. ~~This increase is due primarily attributable to the additional costs of OpenReel and Vidello products which were approximately $233 thousand and $324 thousand, respectively.~~

Gross Profit Analysis

Nine Months Ended September 30,

Period-over-

Three Months Ended March 31,

Period-over-Period

($ in Thousands)

~~2025~~2026

~~2024~~2025

~~Period~~ $

~~Period~~ %

Gross profit

72,~~671~~175

2,~~179~~773

~~5,492~~(598

)

~~252~~(21.06

~~For~~Gross ~~the~~profit ~~nine~~from ~~months~~Banzai ~~ended September 30~~Operating, ~~2025~~OpenReel and ~~2024,~~Vidello ~~Banzai’s~~decreased ~~gross~~by ~~profit was~~ approximately $7147,~~671~~ ~~thousand~~$55 and ~~approximately~~ $2396,~~179 thousand,~~ respectively~~. This represents an increase of approximately $5~~,~~492~~ ~~thousand,~~for ~~or approximately 252.0% due to~~ the ~~increase~~three inmonths ~~revenue~~ended ofMarch ~~approximately $6~~31,~~123~~ ~~thousand and increase in cost of revenue of approximately $631 thousand described above~~2026.

Operating Expense Analysis

Nine Months Ended September 30,

Period-over-

Three Months Ended March 31,

Period-over-Period

($ in Thousands)

~~2025~~2026

~~2024~~2025

~~Period~~ $

~~Period~~ %

Total operating expenses

217,~~849~~955

117,~~725~~680

~~10,124~~(275

)

~~86.~~(3.6

Total operating expenses ~~for~~remained ~~the~~essentially ~~nine~~flat ~~months~~compared ~~ended~~to ~~September~~the ~~30,~~prior ~~2025~~period. ~~and 2024~~Salaries, ~~were~~taxes ~~approximately $21.8 million~~ and ~~approximately $11.7 million~~benefits, ~~respectively,~~ anas ~~increase~~well ofas ~~approximately~~stock-based ~~$10.1~~compensation expense ~~million,~~increased orduring ~~86.3%. This increase was due primarily to~~ the ~~additions~~three ofmonths ~~OpenReel~~ended ~~and Vidello~~March ~~expenses~~31, ~~which~~2026 ~~were~~driven ~~approximately~~by ~~$4.0~~Banzai ~~million~~Operating and $0OpenReel.9 ~~million,~~These ~~respectively.~~were ~~Additionally~~partially ~~the~~offset ~~increase was due to an overall~~by ~~increase~~decreases in ~~salaries~~marketing ~~and related~~ expenses byand ~~approximately~~technology ~~$1.8 million, marketing~~ expenses byduring ~~approximately~~the ~~$0.8~~three ~~million,~~months ~~and~~ended ~~costs associated~~March ~~with audit~~31, ~~technical~~2026 ~~accounting,~~at ~~and~~Banzai ~~legal~~Operating and ~~other professional services of approximately $1~~OpenReel, respectively.~~8 million.~~

58Other (Income) Expense Analysis

Other Expense Analysis

	*Three Months Ended March 31,*					*Period-over-Period*
($ in Thousands)	*2026*		*2025*			$			%
Total other (income) expense, net	$	2,689	$	(1,337	)	$	(4,026	)		(301.1	)%

	Nine Months Ended September 30,		Nine Months Ended September 30,		Period-over-			Period-over-
($ in Thousands)	2025		2024		Period $			Period %
Total other expenses (income)	$	3,170	$	14,106	$	(10,936	)		-77.5	%

For the three months ended March 31, 2026, we reported total other income of approximately $2.7 million. The change in other expenses (income), net was primarily driven by the following:

~~For~~ ■ Total interest expense of approximately $0.2 million recognized during the ~~nine~~three months ended ~~September~~March 3031, 2026 compared to $0.4 million during the three months ended March 31, 2025. ■ Gain on extinguishment of liabilities of approximately $4.3 million recognized during the three months ended March 31, ~~Banzai~~2025. ~~reported~~■ ~~total~~Loss ~~other~~on ~~income~~issuance of debt of approximately $49 during the three months ended March 31, 2026 compared to $0.3 million during the three months ended March 31, 2025.2 ■ Loss on Private Placement Issuance of debt of approximately $1.6 million during the three months ended March 31, 2026. ~~The~~■ ~~change~~Loss inon ~~other~~extinguishment ~~expenses~~ of debt, net of approximately $6 during the three months ended March 31, 2026 compared to $1.8 million during the three months ended March 31, 2025. ■ Loss on SEPA advances to Yorkville of approximately $28 during the three months ended March 31, 2026 compared to $0.4 million three months ended March 31, 2025. ■ Other (income), ~~net~~expense was ~~primarily~~approximately ~~driven~~$550 byexpense during the ~~following:~~three months ended March 31, 2026 compared to approximately $125 income during the three months ended March 31, 2025.

● GEM settlement commitment fee expense of approximately $0.3 million during the nine months ended September 30, 2024.

● Gain on extinguishment of liabilities of approximately $4.5 million recognized during the nine months ended September 30, 2025 compared to $0.7 million recognized during the nine months ended September 30, 2024.

● Loss on issuance of debt of approximately $2.6 million during the nine months ended September 30, 2025 compared to $0.7 million during the nine months ended September 30, 2024.

● Loss on extinguishment of term notes of approximately $1.8 million during the nine months ended September 30, 2025.

● Change in fair value of warrant liability recorded as a loss (third party & related party) of approximately $0.2 during the nine months ended September 30, 2025 compared to a gain of $1.1 million during the nine months ended September 30, 2024.

● Interest expense (third party and related party) decreased by approximately $1.6 million.

● Change in fair value of convertible promissory notes recorded as a gain of approximately $0.3 million during the nine months ended September 30, 2025 compared to a loss of approximately $0.7 million during the nine months ended September 30, 2024.

● Change in fair value of term notes recorded as a loss of approximately $0.4 million during the nine months ended September 30, 2025.

● Yorkville prepayment premium expense and loss on SEPA advances to Yorkville of approximately $0.9 million during the nine months ended September 30, 2025.

● Loss on the failed Act On acquisition costs of $1.4 million during the nine months ended September 30, 2025.

● Loss on conversion and settlement of CP BF notes of approximately $6.5 million during the nine months ended September 30, 2024.

● Loss on conversion and settlement of Alco promissory notes of approximately $4.8 million during the nine months ended September 30, 2024.

Provision for Income Taxes

	Nine Months Ended September 30,			Nine Months Ended September 30,		Period-over-			Period-over-
	Three Months Ended March 31,					Period-over-Period
($ in Thousands)	~~2025~~2026			~~2024~~2025		~~Period~~ $			~~Period~~ %
Income tax expense	$	113		$	7	$	106			1614.3	%
Income tax expense (benefit)	$	(52	)	$	74	$	(126	)		(170.3	)%

59Due to our history of losses since inception, there is not enough evidence at this time to support that we will generate future income of a sufficient amount and nature to utilize the benefits of our net deferred tax assets associated with the U.S. taxing jurisdiction.

For the nine months ended September 30, 2025, Banzai’s reported provision for income tax benefit was $113 thousand. Banzai reported a provision for income tax expense for the nine months ended September 30, 2024 of $7 thousand.40

~~Due to Banzai’s history of losses since inception~~Accordingly, ~~there is not enough evidence at this time to support that Banzai will generate future~~ ~~income of a sufficient amount and nature to utilize~~ the ~~benefits of its net deferred tax assets~~U.S. ~~Accordingly, the~~ deferred tax assets have been reduced by a full valuation allowance, since ~~Banzai~~we cannot currently support that realization of ~~its~~ our deferred tax assets is more likely than not.

At ~~September~~March 3031, ~~2025~~2026, ~~Banzai~~we had no unrecognized tax benefits that would ~~reduce~~impact ~~Banzai’s~~our effective tax rate if recognized.

~~Net~~Non-GAAP ~~Loss~~Financial ~~Analysis~~Measures – Three Months Ended March 31, 2026 and 2025

	Nine Months Ended September 30,			Nine Months Ended September 30,			Period-over-		Period-over-
($ in Thousands)	2025			2024			Period $		Period %
Net loss	$	(17,461	)	$	(23,659	)	$	6,198		-26.2	%

Adjusted EBITDA

~~For~~In ~~the~~addition ~~nine~~to ~~months~~our ~~ended~~results ~~September~~determined ~~30,~~in ~~2025~~accordance ~~and~~with ~~2024~~U.S. GAAP, ~~Banzai~~we ~~reported~~believe ~~net~~that ~~losses~~Adjusted ofEBITDA, ~~approximately~~a ~~$17.5~~non-GAAP ~~million~~measure ~~and~~as ~~approximately~~defined ~~$23.7 million~~below, is ~~respectively.~~useful ~~The~~in ~~increase~~evaluating inour ~~net~~operational ~~loss~~performance isdistinct ~~primarily~~and ~~due~~apart tofrom ancertain ~~increase~~irregular, innon-cash, ~~total~~and ~~other~~non-operational expenses. We ~~(income),~~use ~~net~~this information for ongoing evaluation of ~~approximately $10.9~~operations ~~million~~and ~~during~~for ~~the~~internal ~~nine~~planning ~~months~~purposes. ~~ended~~We ~~September~~believe ~~30,~~that ~~2025~~non-GAAP ~~compared~~financial toinformation, when ~~the~~taken ~~nine~~collectively ~~months~~with ~~ended~~results ~~September~~under 30GAAP, ~~2024,~~may inbe ~~addition~~helpful to ~~an increase~~investors in ~~operating~~assessing ~~expenses~~our ofoperating ~~approximately~~performance ~~$10.1 million,~~ and ancomparing ~~increase~~our performance inwith ~~gross~~competitors ~~profit~~and ofother ~~$5.5~~comparable ~~million~~companies.

~~Years~~Non-GAAP ~~Ended~~measures ~~December~~should ~~31,~~not ~~2024~~be ~~Compared~~considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate ~~Year~~for ~~Ended~~the ~~December~~limitation 31of Adjusted EBITDA, ~~2023~~by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure. Some of these limitations are:

	Year Ended December 31,			Year Ended December 31,			Year-over-			Year-over-
($ in Thousands)	2024			2023			Year $			Year %
Operating income:
Revenue	$	4,528		$	4,561		$	(33	)		-0.7	%
Cost of revenue		1,423			1,445			(22	)		-1.5	%
Gross profit		3,105			3,116			(11	)		-0.4	%
Operating expenses:
General and administrative expenses		16,549			12,905			3,644			28.2	%
Depreciation expense		24			7			17			242.9	%
Total operating expenses		16,573			12,912			3,661			28.4	%
Operating loss		(13,468	)		(9,796	)		(3,672	)		37.5	%
Other expenses (income):
SEPA commitment fee and deferred fee expense		—			3,826			(3,826	)		-100.0	%
GEM warrant expense		—			2,448
GEM commitment fee expense		—			2,000
GEM settlement fee expense		200			—			200			nm
Other expense (income), net		88			(63	)		151			-239.7	%
Interest income		—			(1	)		1			-100.0	%
Interest expense		—			1,068			(1,068	)		-100.0	%
Interest expense - related party		3,047			4,486			(1,439	)		-32.1	%
Gain on extinguishment of liabilities		(681	)		—			(681	)		nm
Loss on debt issuance		653			—			653			nm
Loss on extinguishment of term notes		1,072			—			1,072			nm
Loss on conversion and settlement of Alco promissory notes - related party		4,809			—			4,809			nm
Loss on conversion and settlement of CP BF notes - related party		6,529			—			6,529			nm
Change in fair value of warrant liability		(626	)		(1,807	)		1,181			-65.4	%
Change in fair value of warrant liability - related party		(573	)		115			(688	)		-598.3	%
Change in fair value of simple agreement for future equity		—			(208	)		208			-100.0	%
Change in fair value of simple agreement for future equity - related party		—			(2,752	)		2,752			-100.0	%
Change in fair value of bifurcated embedded derivative liabilities		—			(1,405	)		1,405			-100.0	%
Change in fair value of bifurcated embedded derivative liabilities - related party		(51	)		(3,063	)		3,012			-98.3	%
Change in fair value of convertible notes		693			(34	)		727			-2138.2	%
Change in fair value of term notes		89			—			89			nm
Change in fair value of convertible bridge notes		(10	)		—			(10	)		nm
Yorkville prepayment premium expense		81			—			81			nm
Goodwill impairment		2,725			—			2,725			nm
Total other expenses (income)		18,045			4,610			13,435			291.4	%
Loss before income taxes		(31,513	)		(14,406	)		(17,107	)		118.7	%
Income tax expense		—			—			—			nm
Net loss	$	(31,513	)	$	(14,406	)	$	(17,107	)		118.7	%

	■	Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation

	■	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments

	■	Adjusted EBITDA does not reflect impairment and restructuring costs

	■	Adjusted EBITDA does not reflect interest expense or other income

	■	Adjusted EBITDA does not reflect income taxes

	■	Adjusted EBITDA does not reflect audit, legal, incremental accounting and other expenses tied to M&A or the Business Combination; and

	■	Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently from the way we do, limiting its usefulness as a comparative measure.

~~The~~Because ~~percentage~~of ~~changes~~these ~~included~~limitations, Adjusted EBITDA should only be considered alongside results prepared in ~~the~~accordance ~~tables~~with ~~herein~~GAAP, ~~that~~including ~~are~~various cash-flow ~~not~~metrics, ~~considered~~net ~~meaningful~~income ~~are~~(loss) ~~presented~~and asour ~~“nm”~~other GAAP results and financial performance measures.

60Adjusted EBITDA Analysis

Components of Results of Operations

	Three Months Ended March 31,						Period-over-Period
($ in Thousands)	2026			2025			$			%
Adjusted EBITDA (Loss)	$	(1,908	)	$	(1,741	)	$	(167	)		(9.6	)%

The Adjusted EBITDA decrease is primarily attributable to increased general and administrative expenses.

Net Income/(Loss) to Adjusted EBITDA Reconciliation

	Three Months Ended March 31,						Period-over-Period
($ in Thousands)	2026			2025			$			%
Net loss	$	(8,417	)	$	(3,644	)	$	(4,773	)		(131.0	)%
Interest income		(3	)		—		$	(3	)		NM
Interest expense		9			—			(9	)		NM
Interest expense – related party		194			358			164			45.8	%
Income tax expense (benefit)		(52	)		74			126			170.3	%
Depreciation and amortization expense		305			247			(58	)		(23.5	)%
Stock based compensation		1,308			337			(971	)		(288.1	)%
Gain on extinguishment of liabilities		—			(4,343	)		4,343			100.0	%
Loss on debt issuance		49			274			225			82.1	%
Loss on Private Placement Issuance		1,598			—			(1,598	)		NM
Loss on extinguishment of debt, net		6			1,770			1,764			99.7	%
Change in fair value of financial instruments		608			140			(468	)		(334.3	)%
Change in fair value of financial instruments – related party		22			45			23			51.1	%
Change in fair value of convertible notes		(372	)		159			531			334.0	%
Loss on Yorkville SEPA advances		28			385			357			92.7	%
Other (income) expense, net		550			(125	)		(675	)		(540.0	)%
Transaction related expenses*		2,259			2,582			323			12.5	%
Adjusted EBITDA	$	(1,908	)	$	(1,741	)	$	(167	)		(9.6	)%

* Transaction related expenses include

	Three Months Ended March 31,				Period-over-Period
($ in Thousands)	2026		2025		$			%
Professional fees - audit	$	367	$	289	$	78			27.0	%
Professional fees - legal		106		199		(93	)		(46.7	)%
Incremental accounting		197		338		(141	)		(41.7	)%
Market study, M&A support		1,589		1,756		(167	)		(9.5	)%
Transaction related expenses	$	2,259	$	2,582	$	(323	)		(12.5	)%

Liquidity and Capital Resources – Three Months Ended March 31, 2026 and 2025

Going Concern

As of March 31, 2026 we had cash of approximately $0.1 million. For the three months ended March 31, 2026, while we generated revenue of approximately $2.7 million, we used approximately $5.5 million in cash from operating activities and had a net loss of approximately $8.4 million. We have incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of March 31, 2026, we had a working capital deficit of approximately $20.6 million and an accumulated deficit of approximately $109.2 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these financial statements were issued.

The ability to continue as a going concern is dependent on Management’s plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plans and continuing to raise capital through debt or equity financings, which is not assured. The accompanying condensed consolidated financial statements have been prepared assuming Banzai will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

If we are unable to raise sufficient additional capital, through future debt or equity financings or through strategic and collaborative ventures with third parties, we will not have sufficient cash flows and liquidity to fund our planned business for 12 months from the issuance of these financial statements. There can be no assurances that we will be able to secure alternate forms of financing at terms that are acceptable to management, or at all. In that event, we might be forced to limit many of our business plans and consider other means of creating value for our stockholders. See also Note 2 - Going Concern to our condensed consolidated financial statements in this Report.

Capital structure and sources of liquidity

We have historically funded our operations through a combination of equity and debt financings, including convertible instruments. During 2025, we raised capital through multiple equity and debt financing arrangements with Yorkville, 3i, LP, 1800 Diagonal, Agile, and CP BF, and other lenders and investors, and we intend to seek additional funding through the Yorkville SEPA, the ATM Agreement, as well as other equity and debt financings in 2026. See Note 11 - Debt and Note 14 - Equity to our condensed consolidated financial statements in this Report for further discussion of these arrangements.

Certain of these arrangements still have remaining capacity that may serve as sources of future liquidity to us, however, our ability to access amounts under these facilities is subject to a number of conditions, limitations, and market and other factors, including factors described in our Risk Factors elsewhere in this Report, and there can be no assurance that we will be able to access the full remaining capacity, or access it on terms or in amounts sufficient to meet our liquidity needs. If we are unable to raise such funding, we will have to pursue an alternative course of action to seek additional capital through other debt and equity financing.

We may seek to raise additional capital through a combination of debt and equity financings, including continued use of our at-the-market facility and our SEPA, to support our operations and expansion through acquisition.

Cash Flows

The following table sets forth certain information related to our cash flows for the three months ended March 31, 2026 and 2025. See also our unaudited condensed consolidated statements of cash flows in this Report:

	Three Months Ended March 31,						Period-over-Period
($ in Thousands)	2026			2025			$			%
Net loss	$	(8,417	)	$	(3,644	)	$	(4,773	)		(131.0	)%
Net cash used in operating activities		(5,501	)		(4,974	)		(527	)		(10.6	)%
Net cash used in investing activities		-			(2,677	)		2,677			100.0	%
Net cash provided by financing activities		5,347			7,347			(2,000	)		(27.2	)%
Net decrease in cash		(122	)		(304	)		182			59.9	%
Cash at beginning of period		259			1,087			(828	)		(76.2	)%
Cash at end of period		137			783			(646	)		(82.5	)%

Cash Flows for the three months ended March 31, 2026

Net cash used in operating activities was primarily driven by the net loss, and by working capital adjustments totaling $0.8 million (unfavorable), partially offset by adjustments for non-cash items totaling $3.7 million (favorable). The non-cash items primarily consisted of addbacks for stock-based compensation expense of approximately $1.3 million and depreciation and amortization of approximately $0.3 million, the net impact of debt-related transactions (loss on issuance of debt and non-cash interest expense) totaling $1.8 million favorable, and the net impact of change in fair value adjustments (including debt under the fair value option, warrants and derivatives) totaling $0.3 million favorable.

Net cash provided by financing activities was primarily driven by proceeds from issuance of shares under the SEPA totaling approximately $0.7 million, proceeds from issuances of debt (both convertible and term) totaling approximately $2.6 million, proceeds from issuances of shares and warrants totaling $2.7 million, partially offset by repayments of debt totaling $0.7 million.

Cash Flows for the three months ended March 31, 2025

Net cash used in operating activities was approximately $5.0 million for the three months ended March 31, 2025. Net cash used in operating activities consists of net loss of approximately $3.6 million, offset by total adjustments of approximately $1.3 million for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily included loss on extinguishment of term notes of approximately $1.8 million, stock compensation expense of approximately $0.3 million, gain on extinguishment of liability of approximately $4.3 million, loss on issuance of debt of approximately $0.3 million, loss on extinguishment of term notes of approximately $1.8 million, non-cash interest expense of approximately $0.4 million, fair value adjustment of convertible promissory notes of approximately $0.2 million, fair value adjustment of term notes of approximately $0.2 million, consulting expenses paid via share issuance of approximately $0.2 million, depreciation and amortization of intangible assets of approximately $0.7 million and net of change in operating assets and liabilities of approximately $0.9 million.

Net cash provided by investing activities was approximately $2.7 million for the three months ended March 31, 2025 and was related to the net cash paid in the acquisition of Vidello.

Net cash provided by financing activities was approximately $7.3 million for the three months ended March 31, 2025, and was primarily related to proceeds from convertible debt financing of approximately $3.2 million, net proceeds from the issuance of term notes of approximately $4.0 million, proceeds from issuance of shares under the SEPA agreement of approximately $6.7 million, repayment of term notes of approximately $3.7 million, partial repayment of convertible notes with a related party of approximately $0.9 million, repayment of Yorkville convertible notes of approximately $1.9 million, and payment of the GEM commitment fee promissory note of approximately $0.2 million.

Debt Structure, Debt Maturity Profile, Contractual Obligations and Commitments

Our material cash requirements include operating expenses to support the business, debt service (including principal and interest), and contractual obligations such as operating lease commitments. The timing of these requirements within the next twelve months and thereafter is summarized in the table below.

($ in Thousands)	Principal		Accrued Interest		Total Principal and Accrued Interest		Less than 1 year		1 - 3 Years
Debt principal - 15.5% CP BF convertible notes	$	3,365	$	1,752	$	5,117	$	5,117	$	—
Debt principal - Agile		1,269		—		1,269		1,269		—
Debt principal - Private Placement convertible notes		1,556		155		1,711		1,711		—
Debt principal - Yorkville		311		260		571		571		—
Debt principal - 1800 Diagonal		703		72		775		775		—
Debt principal - Boot Capital		100		14		114		114		—
Operating leases		49		—		49		30		19
Total capital expenditure commitments and financing requirements at March 31, 2026	$	7,353	$	2,253	$	9,606	$	9,587	$	19

Deferred Revenue

As a subscription-based SaaS company, we frequently bill customers in advance for access to our platform for a specified subscription term. Amounts invoiced or collected in advance are recorded as deferred revenue, which represents a contract liability where we have performance obligations to provide access to the platform and customer support over the remaining subscription term. As we satisfy the related performance obligations over time, deferred revenue is reduced and we recognize revenue.

Operating Lease

We have an operating lease for office space. The lease term expires in October 2027. The lease liability balance as of March 31, 2026 represents the future minimum lease payments under non-cancellable leases as liabilities.

Off-Balance Sheet Arrangements

Banzai had no off-balance sheet arrangements as of March 31, 2026.

Results of Operations – Years Ended December 31, 2025 and 2024

	Year Ended December 31,						Year-over-Year
($ in Thousands)	2025			2024			$			%
Operating income:
Revenue	$	12,161		$	4,528		$	7,633			168.6	%
Cost of revenue		2,189			1,423			766			53.8	%
Gross profit		9,972			3,105			6,867			221.2	%
Operating expenses:
General and administrative expenses		27,287			16,549			10,738			64.9	%
Depreciation and amortization expense		1,150			24			1,126			nm
Total operating expenses		28,437			16,573			11,864			71.6	%
Operating loss		(18,465	)		(13,468	)		(4,997	)		37.1	%
Other expenses (income):
GEM settlement fee expense		—			200			(200	)		-100.0	%
Interest income		(3	)		—			(3	)		nm
Interest expense		1,228			—			1,228			nm
Interest expense – related party		1,157			3,047			(1,890	)		-62.0	%
Gain on extinguishment of liabilities		(4,489	)		(681	)		(3,808	)		559.2	%
Gain on release of Vidello revenue holdback		(973	)		—			(973	)		nm
Loss on debt issuance		444			653			(209	)		-32.0	%
Loss on Private Placement Issuance		4,874			—			4,874			nm
Loss on issuance of term notes		111			—			111			nm
Loss on issuance of convertible bridge notes		153			—			153			nm
Loss on conversion and settlement of Alco promissory notes – related party		—			4,809			(4,809	)		-100.0	%
Loss on conversion and settlement of CP BF notes – related party		—			6,529			(6,529	)		-100.0	%
Loss on extinguishment of debt, net		2,403			1,072			1,331			124.2	%
Change in fair value of warrant liability		(1,244	)		(626	)		(618	)		98.7	%
Change in fair value of warrant liability – related party		(2	)		(573	)		571			-99.7	%
Change in fair value of bifurcated embedded derivative assets – related party		54			(51	)		105			-205.9	%
Change in fair value of convertible notes		(1,987	)		693			(2,680	)		-386.7	%
Change in fair value of term notes		173			89			84			94.4	%
Change in fair value of convertible bridge notes		(46	)		(10	)		(36	)		360.0	%
Yorkville prepayment premium expense		—			81			(81	)		-100.0	%
Loss on Yorkville SEPA advances		974			—			974			nm
Vidello earnout expense		486			—			486			nm
Failed acquisition costs		1,382			—			1,382			nm
Goodwill impairment		—			2,725			(2,725	)		-100.0	%
Other (income) expense, net		(727	)		88			(815	)		nm
Total other expenses, net		3,968			18,045			(14,077	)		-78.0	%
Loss before income taxes		(22,433	)		(31,513	)					0.0	%
Income tax expense		61			—			61			nm
Net loss	$	(22,494	)	$	(31,513	)	$	9,019			-28.6	%

The percentage changes included in the tables herein that are not considered meaningful are presented as “nm.”

Comparison of years ended December 31, 2025 and 2024

Revenue Analysis

Year Ended December 31,

~~Year Ended December 31,~~

Year-over-Year

~~Year-over-~~

($ in Thousands)

~~2024~~2025

~~2023~~2024

~~Year~~ $

~~Year~~ %

Revenue

412,~~528~~161

4,~~561~~528

~~(33~~7,633

)

-0168.76

~~For~~The ~~the year ended December 31, 2024, Banzai reported total~~ revenue ofincrease ~~approximately~~was ~~$4,528~~primarily ~~thousand,~~due ~~representing a decrease of approximately $33 thousand, or approximately 0.7%, compared~~ to the ~~year~~acquisitions ~~ended~~of ~~December~~OpenReel ~~31, 2023. This decrease is primarily attributable to lower Reach revenue which declined by approximately $19 thousand due to a shift~~ in ~~Banzai’s~~December ~~focus~~2024 ~~to its Demio product~~ and ~~decision,~~Vidello ~~which decision was reversed~~ in ~~the~~January ~~later part of Q1 2024, to begin phasing out the Reach product~~2025. InRevenue ~~2024~~from ~~Banzai is revitalizing its focus~~OpenReel ~~on the Reach product through re-engineering~~ and ~~expanded~~Vidello ~~sales efforts. Demio revenue~~ was ~~lower by~~ approximately $~~223~~5,473 thousand ~~for~~and ~~the year~~$2,261 ~~ended~~thousand, ~~December 31~~respectively, ~~2024~~for ~~as compared to~~ the year ended December 31, ~~2023~~2025. ~~due~~Revenue tofrom ~~churn~~Banzai Operating ~~and~~increased ~~lower~~by ~~new~~approximately ~~sales~~$121 ~~period-over-period~~thousand.

Cost of Revenue Analysis

Year Ended December 31,

~~Year Ended December 31,~~

Year-over-Year

~~Year-over-~~

($ in Thousands)

~~2024~~2025

~~2023~~2024

~~Year~~ $

~~Year~~ %

Cost of revenue

12,~~423~~189

1,~~445~~423

~~(22~~766

)

-153.58

~~For~~The ~~the~~cost ~~years~~of ~~ended~~revenue ~~December~~increase ~~31,~~was ~~2024~~primarily ~~and~~due ~~2023,~~to ~~Banzai’s~~the ~~cost~~acquisitions of ~~revenue~~OpenReel ~~totaled approximately $1,423 thousand~~ and ~~approximately~~Vidello. ~~$1,445 thousand,~~Cost ~~respectively.~~of ~~This~~revenue ~~represents~~from aOpenReel ~~decrease~~and ofVidello was approximately $22310 thousand, orand ~~approximately~~$402 ~~1.5%~~thousand, ~~for the year ended December 31~~respectively, ~~2024~~for ~~as compared to~~ the year ended December 31, ~~2023~~2025. ~~This~~Cost ~~decrease~~of isrevenue ~~due~~from ~~primarily~~Banzai ~~to lower customer base that led to an approximately~~Operating 5%increased ~~lower average cost per customer, driven~~ by ~~lower contracted services and infrastructure costs of~~ approximately $8469 thousand ~~and $90 thousand, respectively~~.

Gross Profit Analysis

Year Ended December 31,

~~Year Ended December 31,~~

Year-over-Year

~~Year-over-~~

($ in Thousands)

~~2024~~2025

~~2023~~2024

~~Year~~ $

~~Year~~ %

Gross profit

39,~~105~~972

3,~~116~~105

~~(11~~6,867

)

-0221.42

~~For~~The ~~the~~gross ~~years~~profit ~~ended~~increase ~~December~~was ~~31,~~primarily ~~2024~~due to the acquisitions of OpenReel and ~~2023,~~Vidello ~~Banzai’s~~as ~~gross~~described above. Gross profit from OpenReel and Vidello was approximately $35,~~105~~163 thousand and ~~approximately~~ $31,~~116~~860 thousand, ~~respectively.~~ ~~This represents a decrease of approximately $11 thousand~~respectively, orfor ~~approximately 0.4% due to~~ the ~~decreases~~year inended ~~revenue~~December of31, ~~approximately $33~~2025, ~~thousand~~ and ~~decreases~~Banzai inOperating was ~~cost of revenue of~~ approximately $2252 thousand ~~described above~~.

Operating Expense Analysis

Year Ended December 31,

~~Year Ended December 31,~~

Year-over-Year

~~Year-over-~~

($ in Thousands)

~~2024~~2025

~~2023~~2024

~~Year~~ $

~~Year~~ %

Total operating expenses

1628,~~573~~437

1216,~~912~~573

311,~~661~~864

2871.46

Total operating expenses ~~for~~increased ~~the~~primarily ~~years~~due ~~ended~~to ~~December~~the ~~31,~~acquisitions ~~2024~~of OpenReel and ~~2023~~Vidello, which were approximately $~~16.~~6.1 million and ~~approximately~~ $121.9 million, respectively, anfor ~~increase~~the ofyear ~~approximately~~ended ~~$3.7~~December ~~million~~31, ~~or 28~~2025.~~4%.~~ ~~This~~Additionally the increase was due ~~primarily~~ to an overall increase in salaries ~~and~~ and related expenses byof approximately $01.46 million, ~~marketing~~primarily ~~expenses~~driven by ~~approximately~~stock-based ~~$0.7~~compensation ~~million~~expense, ~~technology~~marketing expenses by approximately $0.36 million, ~~rent~~and ~~expenses by approximately $0.1 million, transaction processing fees of approximately $0.3 million,~~ costs associated with audit, technical accounting, and legal and other professional services of approximately $1.~~7 million. On September 16, 2024, the~~8 Company committed to a reduction in force (the “Reduction”) intended to decrease expenses and maintain a streamlined organization to support key programs and customers, and that is expected to conserve cash. As part of the Reduction, the Company reduced its headcount by 24 employees, which represented approximately 34% of the Company’s full-time employees as of September 15, 2024. The cost-saving measures from the Reduction are expected to reduce annual operating expenses by approximately an additional $1.3 million ~~beginning in the fourth quarter of 2024~~. The Company estimates that it will incur total restructuring charges of approximately $0.1 million, including severance payments in connection with the Reduction. The Company completed the reduction on October 1, 2024.

Other Expense Analysis

	Year Ended December 31,		~~Year Ended December 31,~~		Year-over-Year			~~Year-over-~~
($ in Thousands)	~~2024~~2025		~~2023~~2024		~~Year~~ $			~~Year~~ %
Total other expenses (income)	$	18,045	$	4,610	$	13,435			291.4	%
Total other expenses, net	$	3,968	$	18,045	$	(14,077	)		-78.0	%

For the year ended December 31, ~~2024~~2025, ~~Banzai~~we reported total other ~~expense~~income of approximately $184.0 million. ~~This represents an increase in other expenses of approximately $13.4 million from the year ended December 31, 2023, when the Company reported total other expenses of approximately $4.6 million.~~ The change in other expenses, (income), net was primarily driven by the following:

●■ Total interest expense of approximately $2.4 million recognized during the year ended December 31, 2025 compared to $3.0 million during the year ended December 31, 2024. ■ Gain on extinguishment of liabilities of approximately $4.5 million recognized during the year ended December 31, 2025 compared to $0.7 million recognized during the year ended December 31, 2024. ■ Loss on issuance of debt of approximately $0.4 million during the year ended December 31, 2025 compared to $0.7 million during the year ended December 31, 2024. ■ Loss on Private Placement Issuance of debt of approximately $4.9 million during the year ended December 31, 2025. ■ Loss on extinguishment of debt, net of approximately $2.4 million during the year ended December 31, 2025 compared to $1.1 million during the year ended December 31, 2024. ■ Change in fair value of convertible notes was a gain of approximately $2.0 million during the year ended December 31, 2025 compared to a loss of approximately $0.7 million during the year ended December 31, 2024. ■ Loss on SEPA advances to Yorkville of approximately $1.0 million during the year ended December 31, 2025. ■ Costs related to the terminated Act-On acquisition of $1.4 million during the year ended December 31, 2025. ■ Loss on conversion and settlement of CP BF notes of approximately $6.5 million during the year ended December 31, 2024. ■ Loss on conversion and settlement of Alco promissory notes of approximately $4.8 million during the year ended December 31, 2024. ■ Goodwill impairment loss associated with the OpenReel acquisition of approximately $2.7 million during the year ended December 31, 2024.

● Loss on conversion and settlement of Alco promissory notes of approximately $4.8 million.

● GEM settlement commitment fee expense of approximately $0.2 million.

● Gain on extinguishment of debt of approximately $0.7 million recognized during the year ended December 31, 2024.

● There were no changes in fair value of the simple agreement for future equity (“SAFEs”) during the year ended December 31, 2024 relative to a gain of approximately $3.0 million recognized during the year ended December 31, 2023, approximately $2.8 million of which related to related party SAFEs. All SAFEs were converted at the close of the Merger in December 2023.

● Loss on issuance of debt of approximately $0.7 million.

● Loss on extinguishment of term notes of approximately $1.1 million.

● Change in fair value of warrant liability recorded as a gain (third party & related party) of approximately $1.2 million.

● Interest expense (third party and related party) decreased by approximately $2.5 million.

● Change in fair value of bifurcated embedded derivative liabilities during the year ended December 31, 2024 was approximately $0.1 million relative to an overall expenses of approximately $4.5 million during the year ended December 31, 2023.

● Change in fair value of convertible promissory notes recorded as a loss of approximately $0.7 million.

● Change in fair value of term notes recorded as a loss of approximately $0.1 million.

● Yorkville prepayment premium expense of approximately $0.1 million.

● Goodwill impairment of approximately $2.7 million recorded during the year ended December 31, 2024.

Provision for Income Taxes

Year Ended December 31,

~~Year Ended December 31,~~

Year-over-Year

~~Year-over-~~

($ in Thousands)

~~2024~~2025

~~2023~~2024

~~Year~~ $

~~Year~~ %

Income tax expense

—61

—

—61

nm1614.3

~~For~~Due ~~the~~to ~~year~~our ~~ended~~history ~~December~~of ~~31,~~losses ~~2024~~since inception, ~~Banzai’s~~there ~~reported~~is ~~provision~~not ~~for~~enough ~~income~~evidence ~~tax~~at ~~expense~~this ~~was~~time $0to ~~thousand.~~support ~~Banzai~~that ~~did~~we ~~not~~will ~~report~~generate afuture ~~provision~~income of ~~for~~a ~~income~~sufficient amount and nature to utilize the benefits of our net deferred tax ~~expense~~assets ~~for~~associated with the ~~year~~U.S. ~~ended~~taxing ~~December~~jurisdiction. 31Accordingly, the ~~2023~~U.S. deferred tax assets have been reduced by a full valuation allowance, since we cannot currently support that realization of our deferred tax assets is more likely than not.

~~Due~~At toDecember ~~Banzai’s~~31, ~~history of losses since inception~~2025, ~~there~~we ishad ~~not~~no ~~enough~~unrecognized ~~evidence~~tax ~~at this time to support that Banzai 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 Banzai cannot currently support~~ that ~~realization~~would ofimpact ~~its~~our ~~deferred~~effective tax ~~assets~~rate ~~is more~~if ~~likely than not~~recognized.

~~At December 31, 2024, Banzai had no unrecognized tax benefits that would reduce Banzai’s effective tax rate if recognized.~~47

Net Loss Analysis

	Year Ended December 31,			Year Ended December 31,			Year-over-			Year-over-
($ in Thousands)	2024			2023			Year $			Year %
Net loss	$	(31,513	)	$	(14,406	)	$	(17,107	)		118.7	%

For the years ended December 31, 2024 and 2023, Banzai reported net losses of approximately $31.5 million and approximately $14.4 million, respectively. The greater net loss is primarily due to an increase in total other expenses of approximately $13.4 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, in addition to an increase in operating expenses of approximately $3.7 million.

Critical Accounting Estimates

Our ~~condensed~~ consolidated ~~interim and consolidated annual~~ financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these ~~condensed~~ consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in an estimate, if any, will be reflected in the ~~condensed~~ consolidated financial statements prospectively from the date of the change in the estimate.

We believe that the following accounting policies are those most critical to the judgments and estimates used in the ~~determination of opening balances in purchase accounting for business combinations, and in~~ preparation of our financial statements.

Impairment of goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, ~~2024~~2025, the Company had ~~two~~three operating segments, which were deemed to be its reporting units, for the purpose of evaluating goodwill impairment, and the annual impairment test is performed as of December 31.

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.

As of the annual impairment testing date of December 31, ~~2024~~2025, the Company ~~bypassed~~performed ~~the~~a ~~qualitative assessment and proceeded directly to the~~ quantitative ~~impairment test based on the stock price of the Company on the measurement date and economic uncertainty. To perform the quantitative~~ assessment, ~~the~~by ~~Company~~estimating ~~engaged a third-party service provider to assist management with~~ the ~~determination of the~~ fair ~~value~~ value of the Company. ~~The Company estimated fair value of equity~~ using the market capitalization method of the market approach, ~~consideration of initiatives unknown by the market~~ and ~~evaluation of any implied control premium. Management further supported the conclusions by assessing a combination of~~ an income valuation methodology, ~~comprising~~consisting of a discounted cash flow analysis and market valuation methodologies, ~~comprising~~ consisting of the guideline public company and guideline transaction methods.

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

Filing Compare · Banzai International, Inc.