Exhibit 99.3

BANZAI INTERNATIONAL INC

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 18, 2024 (the “Closing”), Banzai International, Inc., a Delaware corporation (“Banzai” or the “Company”), closed a previously announced merger (the “Merger”, the consummation of the Merger, the “Closing”) with ClearDoc, Inc., a Delaware corporation doing business as OpenReel (“OpenReel”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated December 10, 2024, by and among the Company, OpenReel, certain stockholders of OpenReel (the “OpenReel Stockholders”), and Banzai Reel Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Banzai (“Merger Sub”), that was formed solely for purposes of consummating the Merger. On or prior to the Closing Date, the closing conditions as set forth in the Merger Agreement were satisfied or otherwise waived by the parties thereto, and upon Closing, the Merger Sub merged with and into OpenReel, with OpenReel being the surviving entity (the “Surviving Entity”) thereafter as a direct and wholly owned subsidiary of Banzai named “OpenReel, Inc.” (the “Acquisition”).

At the effective time of the Merger (the “Effective Time”), each share of capital stock of OpenReel issued and outstanding 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 Banzai Class A Common Stock, par value US$0.0001 per share (the “Banzai Class A Common Stock”), and pre-funded warrants, each exercisable for one (1) share of Banzai Class A 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 Merger Agreement) (the “Merger Consideration”).

The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of Banzai and OpenReel and is intended to provide you with information about how the Acquisition might have affected Banzai’s historical financial statements.

The unaudited pro forma condensed combined balance sheet, statements of operations for the nine months ended September 30, 2024, and year ended December 31, 2023, combines the historical statements of operations of Banzai and OpenReel for such periods on a pro forma basis as if the Acquisition and Financing Transaction had been consummated on January 1, 2023, the beginning of the earliest period presented. Both Banzai’s and OpenReel’s fiscal year ends on December 31. The pro forma condensed combined financial information is presented on the basis of Banzai’s fiscal year and combines the historical results of the fiscal periods of Banzai and OpenReel.

The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated

The following unaudited pro forma condensed combined financial information gives effect to the following:

The Acquisition was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under the acquisition method of accounting, the total estimated purchase price is to be allocated to the tangible and intangible assets acquired and liabilities assumed of OpenReel based on a preliminary estimate of their fair value. The preliminary allocation of the estimated purchase price is based upon management’s estimates based on information currently available and is subject to revision as a more detailed analysis is completed and additional information on the fair value of the assets and liabilities become available and final appraisals and analyses are completed. The Company is still evaluating the fair value of intangible assets including goodwill, and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of OpenReel may change the amount of the purchase price allocable to goodwill and could have a material impact on the accompanying unaudited pro forma condensed combined statements of operations.

The pro forma financial information has been prepared by management in accordance with SEC Regulation S-X Article 11, Pro Forma Financial Information, as amended, and are not necessarily indicative of the financial position or results of operations that would have been realized if the aforementioned transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that Banzai believes are reasonable. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Acquisition, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies. In addition, the unaudited pro forma condensed combined financial statements are not necessarily indicative of Banzai’s results of operations and financial position for any future period.

The unaudited pro forma condensed combined financial information was derived from and should be read together with the accompanying notes to the unaudited pro forma condensed combined financial information, Banzai’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2023, and interim report on Form 10-Q as of and for the nine months ended September 30, 2024. The unaudited pro forma condensed combined financial information should also be read together with OpenReel’s historical audited consolidated statement of operations for the twelve months fiscal year ended December 31, 2023 and unaudited consolidated financial statements for the nine months ended September 30, 2024 and the related notes filed as an exhibit to this Current Report on Form 8-K/A as exhibit 99.1 and 99.2, respectively.

BANZAI INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2024

(Amounts in millions, except per share amounts)

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

BANZAI INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2024

(Amounts in millions, except per share amounts)

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

BANZAI INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

YEAR ENDED AS OF DECEMBER 31, 2023

(Amounts in millions, except per share amounts)

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

BANZAI INTERNATIONAL INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2023

(Amounts in millions, except per share amounts)

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 11 of Regulation S-X. The accompanying pro forma financial information is based on the historical consolidated financial statements of Banzai and the historical consolidated financial statements of OpenReel after giving effect to the Acquisition as well as certain reclassifications (see Note 3).

The pro forma financial information was prepared using the acquisition method of accounting in accordance with ASC 805 with Banzai as the acquirer of OpenReel. Under the acquisition method of accounting, Banzai recorded the preliminary estimated fair value of assets acquired and liabilities assumed from OpenReel upon acquisition, December 18, 2024. Fair value is defined in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The preliminary allocation of the estimated purchase price is based upon management’s estimates based on information currently available and is subject to revision as a more detailed analysis is completed and additional information on the fair value of the assets and liabilities become available and final appraisals and analysis are completed. The Company is still evaluating the fair value intangible assets, and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of OpenReel may change the amount of the purchase price allocable to goodwill and could have a material impact on the accompanying unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet, statements of operations for the nine months ended September 30, 2024, and fiscal year ended December 31, 2023, give pro forma effect to the Acquisition as if they had been consummated on January 1, 2023. Both Banzai’s and OpenReel’s fiscal year ends on December 31. The pro forma condensed combined financial information is presented on the basis of Banzai’s fiscal year and combines the historical results of the fiscal periods of Banzai and OpenReel.

The unaudited pro forma condensed combined balance sheet as of the nine months ended September 30, 2024 has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024 has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined balance sheet as of year ended December 31, 2023, has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2023, has been prepared using, and should be read in conjunction with, the following:

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Acquisition.

The pro forma adjustments reflecting the completion of Acquisition are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations would have been had the Acquisition taken place on the date indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information should be read together with Banzai’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2023, and interim report on Form 10-Q for the nine months ended September 30, 2024. The unaudited pro forma condensed combined financial information should be read together with OpenReel’s historical audited consolidated balance sheet, statement of operations for the fiscal ended December 31, 2023, and unaudited consolidated financial statements as of and for the nine months ended September 30, 2024, and the related notes filed as exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K/A. These historical OpenReel financial statements have been adjusted to conform to Banzai’s account classification policies, as described in the notes to the pro forma financial statements. See Note 3.

As part of preparing the unaudited pro forma condensed combined financial information, Banzai conducted an initial review of the accounting policies and practices of OpenReel to determine if differences in accounting policies and practices require reclassification of results of operations to conform to Banzai’s accounting policies and practices. Preliminary reclassifications were determined not necessary to be made in the unaudited pro forma condensed combined financial information (see Note 3). Banzai will continue its detailed review of OpenReel’s accounting policies and practices following the Acquisition. As a result of that review, Banzai may identify additional differences between the accounting policies and practices of the companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company.

Upon Banzai’s initial review. No preliminary reclassification adjustments deemed necessary to be made to the historical presentation of OpenReel financial information in order to conform to a combined Banzai statement of operations, see Note 2.

Banzai accounted for the Acquisition as a business combination in accordance with GAAP. Accordingly, the purchase price attributable to the Acquisition is to be allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. As of the current report on 8K/A, the fair value of purchase price allocation analysis is in progress and will be completed upon Banzai’s financial audited reports of 2024 is completed to be included in the 2024 annual report on Form 10K. In the interim, goodwill amount was estimated reflected in the unaudited pro forma condensed combined balance sheet prior to the valuation of the fair value of the assets acquired and liabilities assumed are completed.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Acquisition and has been prepared for informational purposes only.

Transaction adjustments to the unaudited pro forma condensed combined balance sheet and statements of operations

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024, and the fiscal year ended December 31, 2023, includes the following adjustments: