Banzai’s proposed acquisition of marketing-software company Act-On did not close. Banzai announced a $53.2 million enterprise-value deal in January 2025, later disclosed that it could not guarantee financing on acceptable terms, and said Act-On terminated the agreement on June 6, citing then-current market conditions. Banzai subsequently reported about $1.382 million in termination-related payments. The filings do not identify a lender that withdrew or establish a more specific financing event as the cause.
What Banzai announced—and what the $53.2 million represented
On January 22, 2025, Banzai announced an agreement to acquire Act-On Software, Inc. for an aggregate enterprise value of $53.2 million. The announcement described $33.2 million in Banzai stock and/or pre-funded warrants and $20 million in cash consideration. Banzai’s SEC-filed announcement also projected $27 million in pro forma revenue for the 12 months ending December 31, 2025. That was a forecast for a combined company, not revenue subsequently achieved: the acquisition never closed.
The $53.2 million headline should not be treated as a simple cash purchase price or as the exact amount of merger consideration defined in the agreement. The merger agreement describes approximately $35.05 million of merger consideration; at closing, Banzai also had to pay off certain Act-On debt and transaction expenses. The announcement’s enterprise-value figure and the agreement’s defined consideration describe different components of the transaction. The filed merger agreement sets out the consideration and closing obligations.
| Figure | What it described |
|---|---|
| $53.2 million | Aggregate enterprise value in Banzai’s January 22 announcement. |
| $33.2 million | Stock and/or pre-funded warrants, as described in the announcement. |
| $20 million | Cash consideration, as described in the announcement. |
| Approximately $35.05 million | Merger consideration described in the merger agreement, separate from required debt payoff and transaction expenses. |
Why financing mattered
The deal required more cash at closing than the announced $20 million cash portion alone: Banzai also had to cover specified Act-On debt and transaction expenses. In its March 2025 quarterly filing, Banzai said it needed sufficient financing for the payoff amount and cash consideration, and warned it could not guarantee that financing would be available on acceptable terms—or at all. Banzai’s Form 10-Q for the quarter ended March 31, 2025 documents that financing risk.
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That disclosure establishes financing as a material condition and uncertainty, but it does not name a lender, identify a specific financing instrument that failed, or describe a lender pulling out. The later termination disclosure attributes Act-On’s notice to market conditions, so the record supports describing financing as a significant risk around the transaction—not a more precise, independently established cause of termination.
How the proposed deal ended
On June 6, 2025, Act-On served Banzai with notice terminating the merger agreement and related transaction documents. In its quarterly report for the period ended June 30, Banzai stated that “due to then-current market conditions” Act-On had served the notice. That is Banzai’s account in an SEC filing, not an independent finding about the cause. The filing does not give a more detailed explanation of those market conditions. Banzai’s June 30, 2025 Form 10-Q reports the termination.
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What Banzai paid after termination
Banzai reported two termination-related amounts: $500,000 in liquidated damages and $882,029.82 in additional interest and extension fees on Act-On debt. Together, those figures total approximately $1.382 million. The June 2025 quarterly filing reported the amounts, and a later Banzai registration statement says they had been paid by December 31, 2025. The registration statement provides that retrospective payment status.
- Liquidated damages: $500,000.
- Interest and extension fees: $882,029.82 on Act-On debt.
- Total: approximately $1.382 million, paid by December 31, 2025, according to the later registration statement.
What the filings establish—and what they do not
The public record describes a proposed acquisition with cash, stock or warrants, and additional closing obligations; a disclosed need for financing Banzai could not guarantee; termination by Act-On on June 6; and about $1.382 million in termination-related costs. It does not establish that a particular lender withdrew, specify the financing instrument that was unavailable, or provide a complete causal chain linking a specific funding failure to Act-On’s decision. The deal’s projected combined revenue likewise remains a projection because the transaction did not close.
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