With the growing scale and complexity of video data, efficiently processing long video sequences poses significant challenges due to the quadratic increase in memory and computational demands associated with existing transformer-based Large Multi-modal Models (LMMs). To address these issues, we introduce Video-Ma$^2$mba, a novel architecture that incorporates State Space Models (SSMs) within the Mamba-2 framework, replacing the attention mechanisms. This allows the LMMs to scale linearly in terms of time and memory requirements, making it feasible to handle long-duration video content. Furthermore, we enhance the memory efficiency introducing the Multi-Axis Gradient Checkpointing (MA-GC) method, which strategically manages memory by retaining only essential activations across multiple computational axes. Our approach significantly reduces the memory footprint compared to standard gradient checkpointing. Empirical analyses show that Video-Ma$^2$mba can process extensive video sequences-equivalent to millions of tokens or over two hours of continuous sequences at 1 FPS-on a single GPU. By maintaining a detailed capture of temporal dynamics, our model improves the accuracy and relevance of responses in long video understanding tasks, demonstrating substantial advantages over existing frameworks.