System1 (SST) 10-Q 8 Aug 24 2024 Q2 Quarterly report Financial data

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Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Aug. 05, 2024
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Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39331
Entity Registrant Name	System1, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-3978051
Entity Address, Address Line One	4235 Redwood Avenue
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90066
City Area Code	310
Local Phone Number	924-6037
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001805833
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
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Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SST
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		69,539,856
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 per share
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Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SST.WS
Security Exchange Name	NYSE
Class C Common Stock
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Entity Common Stock, Shares Outstanding		21,203,676

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 75,651	$ 135,343
Restricted cash, current	4,253	3,813
Accounts receivable, net	61,915	56,093
Prepaid expenses and other current assets	6,805	6,754
Total current assets	148,624	202,003
Restricted cash, non-current	371	4,294
Property and equipment, net	2,613	3,084
Internal-use software development costs, net	13,447	11,425
Intangible assets, net	259,671	297,001
Goodwill	82,407	82,407
Operating lease right-of-use assets	3,759	4,732
Other non-current assets	444	524
Total assets	511,336	605,470
Current liabilities:
Accounts payable	6,248	9,499
Accrued expenses and other current liabilities	76,817	59,314
Operating lease liabilities, current	2,385	2,333
Debt, net	16,272	15,271
Total current liabilities	101,722	86,417
Operating lease liabilities, non-current	2,339	3,582
Long-term debt, net	263,338	334,232
Warrant liability	936	2,688
Deferred tax liability	7,042	8,307
Other non-current liabilities	6,680	929
Total liabilities	382,057	436,155
Commitments and contingencies (Note 7)
Stockholders' equity:
Additional paid-in capital	854,270	843,112
Accumulated deficit	(744,572)	(707,662)
Accumulated other comprehensive loss	(295)	(181)
Total stockholders' equity attributable to System1, Inc.	109,412	135,278
Non-controlling interest	19,867	34,037
Total stockholders' equity	129,279	169,315
Total liabilities and stockholders' equity	511,336	605,470
Class A Common Stock
Stockholders' equity:
Common stock value	7	7
Class C Common Stock
Stockholders' equity:
Common stock value	$ 2	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2024	Dec. 31, 2023
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000	500,000
Common stock issued (in shares)	69,255	65,855
Common stock outstanding (in shares)	69,255	65,855
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	25,000	25,000
Common stock issued (in shares)	21,204	21,513
Common stock outstanding (in shares)	21,204	21,513

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 94,581	$ 96,914	$ 179,498	$ 218,032
Operating expenses:
Cost of revenue (excluding depreciation and amortization)	55,798	56,657	109,496	139,610
Salaries and benefits	33,937	27,054	58,420	55,201
Selling, general, and administrative	13,989	15,340	26,717	30,195
Depreciation and amortization	19,943	19,688	39,747	39,080
Total operating expenses	123,667	118,739	234,380	264,086
Operating loss	(29,086)	(21,825)	(54,882)	(46,054)
Other expense (income):
Interest expense, net	7,871	12,334	15,841	23,736
Gain from debt extinguishment	(433)	0	(20,109)	0
Change in fair value of warrant liabilities	(1,501)	2,018	(1,752)	609
Total other expense (income), net	5,937	14,352	(6,020)	24,345
Loss before income tax	(35,023)	(36,177)	(48,862)	(70,399)
Income tax benefit	(178)	(6,670)	(226)	(10,499)
Net loss from continuing operations	(34,845)	(29,507)	(48,636)	(59,900)
Net loss from discontinued operations, net of tax	0	(13,484)	0	(26,017)
Net loss	(34,845)	(42,991)	(48,636)	(85,917)
Less: Net loss from continuing operations attributable to non-controlling interest	(8,472)	(6,165)	(11,726)	(12,922)
Less: Net loss from discontinued operations attributable to non-controlling interest	0	(2,525)	0	(4,892)
Net loss attributable to System1, Inc.	(26,373)	(34,301)	(36,910)	(68,103)
Net loss from continuing operations	(26,373)	(23,342)	(36,910)	(46,978)
Net loss from discontinued operations	$ 0	$ (10,959)	$ 0	$ (21,125)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.38)	$ (0.25)	$ (0.54)	$ (0.50)
Diluted net loss per share, continuing operations (in dollars per share)	(0.38)	(0.25)	(0.54)	(0.50)
Basic net loss per share, discontinued operations (in dollars per share)	0	(0.12)	0	(0.23)
Diluted net loss per share, discontinued operations (in dollars per share)	0	(0.12)	0	(0.23)
Basic net loss per share (in dollars per share)	(0.38)	(0.37)	(0.54)	(0.73)
Diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.37)	$ (0.54)	$ (0.73)
Weighted average number of shares outstanding - basic (in shares)	69,383	93,799	68,582	93,288
Weighted average number of shares outstanding - diluted (in shares)	69,383	93,799	68,582	93,288

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (34,845)	$ (13,791)	$ (42,991)	$ (42,926)	$ (48,636)	$ (85,917)
Other comprehensive (loss) income:
Foreign currency translation (loss) income	(96)		186		(231)	78
Comprehensive loss	(34,941)		(42,805)		(48,867)	(85,839)
Comprehensive loss attributable to non-controlling interest	(8,544)		(8,640)		(11,843)	(17,780)
Comprehensive loss attributable to System1, Inc.	$ (26,397)		$ (34,165)		$ (37,024)	$ (68,059)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock Class A Common Stock	Common Stock Class C Common Stock	Additional Paid-In-Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2022			91,674	21,747
Beginning balance at Dec. 31, 2022	$ 470,671	$ (326)	$ 9	$ 2	$ 831,566	$ (439,296)	$ (326)	$ (260)	$ 78,650
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(42,926)					(33,802)			(9,124)
Issuance of common stock in connection with settlement of incentive plan (in shares)			407
Issuance of common stock in connection with settlement of incentive plan	1,659				1,819				(160)
Conversion of Class C shares to Class A shares (in shares)			234	(234)
Conversion of Class C shares to Class A shares	0				1,047				(1,047)
Tax receivable agreement liability and deferred taxes arising from LLC interest ownership exchanges and the issuance of common stock from equity incentive plans	(441)				(441)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			832
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(1,730)				(1,449)				(281)
Other comprehensive loss	(109)							(62)	(47)
Stock-based compensation	7,161				6,203				958
Ending balance (in shares) at Mar. 31, 2023			93,147	21,513
Ending balance at Mar. 31, 2023	433,959		$ 9	$ 2	838,745	(473,424)		(322)	68,949
Beginning balance (in shares) at Dec. 31, 2022			91,674	21,747
Beginning balance at Dec. 31, 2022	470,671	$ (326)	$ 9	$ 2	831,566	(439,296)	$ (326)	(260)	78,650
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(85,917)
Ending balance (in shares) at Jun. 30, 2023			93,602	21,513
Ending balance at Jun. 30, 2023	396,411		$ 9	$ 2	843,568	(507,725)		(114)	60,671
Beginning balance (in shares) at Mar. 31, 2023			93,147	21,513
Beginning balance at Mar. 31, 2023	433,959		$ 9	$ 2	838,745	(473,424)		(322)	68,949
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(42,991)					(34,301)			(8,690)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			455
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(314)				(133)				(181)
Other comprehensive loss	186							208	(22)
Stock-based compensation	5,571				4,956				615
Ending balance (in shares) at Jun. 30, 2023			93,602	21,513
Ending balance at Jun. 30, 2023	396,411		$ 9	$ 2	843,568	(507,725)		(114)	60,671
Beginning balance (in shares) at Dec. 31, 2023			65,855	21,513
Beginning balance at Dec. 31, 2023	169,315		$ 7	$ 2	843,112	(707,662)		(181)	34,037
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(13,791)					(10,537)			(3,254)
Issuance of common stock in connection with settlement of incentive plan (in shares)			970
Issuance of common stock in connection with settlement of incentive plan	1,707				2,464				(757)
Conversion of Class C shares to Class A shares (in shares)			309	(309)
Conversion of Class C shares to Class A shares	0				241				(241)
Tax receivable agreement liability and deferred taxes arising from LLC interest ownership exchanges and the issuance of common stock from equity incentive plans	(110)				(110)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			1,498
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(991)				178				(1,169)
Other comprehensive loss	(135)							(90)	(45)
Stock-based compensation	4,405				4,317				88
Contributions from members, net of distributions	5								5
Ending balance (in shares) at Mar. 31, 2024			68,632	21,204
Ending balance at Mar. 31, 2024	160,405		$ 7	$ 2	850,202	(718,199)		(271)	28,664
Beginning balance (in shares) at Dec. 31, 2023			65,855	21,513
Beginning balance at Dec. 31, 2023	169,315		$ 7	$ 2	843,112	(707,662)		(181)	34,037
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48,636)
Ending balance (in shares) at Jun. 30, 2024			69,255	21,204
Ending balance at Jun. 30, 2024	129,279		$ 7	$ 2	854,270	(744,572)		(295)	19,867
Beginning balance (in shares) at Mar. 31, 2024			68,632	21,204
Beginning balance at Mar. 31, 2024	160,405		$ 7	$ 2	850,202	(718,199)		(271)	28,664
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(34,845)					(26,373)			(8,472)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			623
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(24)				284				(308)
Other comprehensive loss	(96)							(24)	(72)
Stock-based compensation	3,871				3,784				87
Distributions to members	(32)								(32)
Ending balance (in shares) at Jun. 30, 2024			69,255	21,204
Ending balance at Jun. 30, 2024	$ 129,279		$ 7	$ 2	$ 854,270	$ (744,572)		$ (295)	$ 19,867

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (48,636)	$ (85,917)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	39,762	57,426
Stock-based compensation	7,412	31,852
Amortization of debt issuance costs	2,002	2,933
Noncash lease expense	931	878
Change in fair value of warrant liabilities	(1,752)	608
Deferred tax benefits	(1,262)	(14,285)
Gain from debt extinguishment	(20,109)	0
Share-based liabilities	10,253	0
Other, net	(192)	1,086
Changes in operating assets and liabilities:
Accounts receivable	(5,823)	16,158
Prepaid expenses and other current assets	26	(1,265)
Accounts payable	(3,251)	7,818
Accrued expenses and other current liabilities	15,747	(12,545)
Deferred revenue	16	10,297
Long-term earnout liabilities	0	(15,000)
Other non-current liabilities	(1,146)	1,308
Net cash (used in) provided by operating activities	(6,022)	1,352
Cash Flows from Investing Activities
Purchases of property and equipment	0	(1,581)
Capitalized software development costs	(3,218)	(3,487)
Net cash used in investing activities	(3,218)	(5,068)
Cash Flows from Financing Activities
Proceeds from related-party loan, net of lender fees	0	39,000
Repayments of related party loan, inclusive of lender fees	0	(34,000)
Repayment of Term Loan	(51,786)	(10,000)
Payment of acquisition holdback	0	(1,250)
Taxes paid related to net settlement of stock awards	(2,116)	(3,052)
Distributions to members, net of contributions	(27)	(66)
Net cash used in financing activities	(53,929)	(9,368)
Effect of exchange rate changes in cash, cash equivalents and restricted cash	(6)	199
Net decrease in cash, cash equivalents and restricted cash	(63,175)	(12,885)
Cash and cash equivalents and restricted cash, beginning of the period	143,450	39,075
Cash and cash equivalents and restricted cash, end of the period	80,275	26,190
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	75,651	15,451
Restricted cash	4,624	10,739
Total cash, cash equivalents and restricted cash	80,275	26,190
Supplemental cash flow information:
Capitalized assets financed by accounts payable	0	53
Stock-based compensation included in capitalized software development costs	814	1,124
Settlement of incentive plan through issuance of common stock	$ 1,707	$ 1,658

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business System1, Inc. and subsidiaries (the "Company", "we", "our" or "us") operates an omnichannel customer acquisition platform, delivering high-intent customers to brands, advertisers and publishers. We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform ("RAMP"). Operating seamlessly across major advertising networks and advertising category verticals to acquire high-intent end-users, RAMP allows us to monetize these acquired end users through our relationships with third party advertisers and advertising networks ("Advertising Partners"). RAMP operates across our network of owned and operated websites, allowing us to monetize end-user traffic that we source from various acquisition marketing channels, including Google, Facebook, Outbrain, and TikTok. RAMP also allows third party advertising platforms and publishers ("Network Partners") to send end-user traffic to, and monetize end user traffic on, our owned and operated websites or through our monetization agreements. We have two reportable segments: Owned and Operated Advertising and Partner Network ( see Note 10, Segment Reporting) .

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31, 2024. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission ("SEC") on March 15, 2024. In our opinion, the unaudited interim condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations, and cash flows. Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on the results of operations, financial position or cash flows for any period presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or future operating periods. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes. We completed the sale of Total Security Limited, formerly known as Protected.net Group Limited ("Protected") on November 30, 2023. The results of operations of our Protected business prior to its sale are presented as net loss from discontinued operations in our condensed consolidated statements of operations in the periods applicable (see Note 12, Discontinued Operations). Revision of Previously Issued Consolidated Financial Statements During the fourth quarter of 2023, we identified certain errors related to our previously issued financial statements as of and for the three and six months ended June 30, 2023 as follows: a. Additional paid-in capital was understated by $1.2 million as of June 30, 2023, and salaries and benefits expense was overstated by $0.9 million and $0.6 million f or the three and six months ended June 30, 2023, respectively, as a result of not accelerating expenses upon the forfeiture of certain cash and equity Replacement Awards (as defined in Note 9, Net Loss Per Share ) previously granted in 2022 that impacted the condensed consolidated balance sheet, condensed consolidated statements of operations, condensed consolidated statements of changes in stockholders' equity, and condensed consolidated statement of cash flows. b. We did not appropriately account for changes in equity and earnings per share, specifically: (i) the carrying amount of non-controlling interest was not updated as changes in ownership events occurred during each reporting period; (ii) certain equity Replacement Awards granted during 2022 were not properly considered in the allocation of net income (loss) to controlling and non-controlling interest and earnings per share. These errors impacted the condensed consolidated balance sheets, condensed consolidated statement of operations, condensed consolidated statements of changes in stockholders' equity, and condensed consolidated statement of cash flows. c. We made additional corrections for other immaterial errors. d. We adjusted for the tax impacts of the revisions related to such errors described above. e. We adjusted for a $6.8 million mis classification of cash held in a treasury deposit account from restricted cash, current to cash and cash equivalents, as there were no legal restrictions on the balance. We concluded that the errors were not material, either individually or in the aggregate, to our previously issued condensed consolidated financial statements for the impacted period. To correct the immaterial errors, we have revised our previously issued condensed consolidated financial statements as of and for the period ended June 30, 2023 . We have revised the condensed consolidated balance sheet, condensed consolidated statement of operations, condensed consolidated statement of comprehensive income (loss), condensed consolidated statement of changes in stockholders' equity, and condensed consolidated statement of cash flows for the period ended June 30, 2023 , as well as the associated Notes to the condensed consolidated financial statements to reflect the correction of these immaterial errors in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 . The following tables reflect the errors discussed in a through e above. The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of our Protected business to the previously issued condensed consolidated balance sheet as of June 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Assets Current assets: Cash and cash equivalents $ 8,603 $ 6,848 $ 15,451 (e) $ (11,149) $ 4,302 Restricted cash, current 11,762 (6,848) 4,914 (e) (1,649) 3,265 Total current assets 95,130 — 95,130 — 95,130 Liabilities and Stockholders' Equity Deferred tax liability $ 29,851 $ 534 $ 30,385 (d) $ (11,956) $ 18,429 Total liabilities 681,268 534 681,802 — 681,802 Stockholders’ Equity / Members’ Deficit Additional paid-in capital $ 842,350 $ 1,218 $ 843,568 (a) (b) $ — $ 843,568 Accumulated deficit (514,809) 7,084 (507,725) (a) (b) (d) — (507,725) Accumulated other comprehensive loss (270) 156 (114) (d) — (114) Total stockholders' equity attributable to System1, Inc. $ 327,282 $ 8,458 $ 335,740 $ — $ 335,740 Non-controlling interest 69,663 (8,992) 60,671 (b) — 60,671 Total stockholders' equity $ 396,945 $ (534) $ 396,411 $ — $ 396,411 Total liabilities and stockholders' equity $ 1,078,213 $ — $ 1,078,213 $ — $ 1,078,213 The following tables reflect the revisions and the impact of reporting Discontinued Operations related to the sale of our Protected business to the previously issued condensed consolidated statement of operations, for the three and six months ended June 30, 2023 (in thousands): Three Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits $ 43,991 $ (890) (a) $ 43,101 $ (16,047) $ 27,054 Total operating expenses 183,660 (890) 182,770 (64,031) 118,739 Operating loss (36,422) 890 (35,532) 13,707 (21,825) Loss before income tax $ (50,782) $ 890 $ (49,892) $ 13,715 $ (36,177) Income tax benefit (6,605) (296) (d) (6,901) 231 (6,670) Net loss from continuing operations (44,177) 1,186 (42,991) 13,484 (29,507) Net loss from discontinued operations, net of tax — — — (13,484) (13,484) Net loss (44,177) 1,186 (42,991) — (42,991) Less: Net loss from continuing operations attributable to non-controlling interest (8,947) 257 (b) (8,690) 2,525 (6,165) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (2,525) (2,525) Net loss attributable to System1, Inc. $ (35,230) $ 929 $ (34,301) $ — $ (34,301) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (35,230) $ 929 (a) (b) (d) $ (34,301) $ 10,959 $ (23,342) Net loss from discontinued operations — — — (10,959) (10,959) Net loss attributable to System1, Inc. $ (35,230) $ 929 $ (34,301) $ — $ (34,301) Basic and diluted net loss per share: Continuing operations $ (0.38) $ 0.01 (b) $ (0.37) $ 0.12 $ (0.25) Discontinued operations — — — (0.12) (0.12) Basic and diluted net loss per share $ (0.38) $ 0.01 $ (0.37) $ — $ (0.37) Weighted average number of shares outstanding - basic and diluted 93,425 374 (b) 93,799 93,799 Six Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits $ 82,389 $ (594) (a) $ 81,795 $ (26,594) $ 55,201 Total operating expenses 389,006 (594) 388,412 (124,326) 264,086 Operating loss (73,914) 594 (73,320) 27,266 (46,054) Loss before income tax $ (98,316) $ 594 $ (97,722) $ 27,323 $ (70,399) Income tax benefit (11,013) (792) (d) (11,805) 1,306 (10,499) Net loss from continuing operations (87,303) 1,386 (85,917) 26,017 (59,900) Net loss from discontinued operations, net of tax — — — (26,017) (26,017) Net loss (87,303) 1,386 (85,917) — (85,917) Less: Net loss from continuing operations attributable to non-controlling interest (18,121) 307 (b) (17,814) 4,892 (12,922) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (4,892) (4,892) Net loss attributable to System1, Inc. $ (69,182) $ 1,079 $ (68,103) $ — $ (68,103) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (69,182) $ 1,079 (a) (b) (d) $ (68,103) $ 21,125 $ (46,978) Net loss from discontinued operations — — — (21,125) (21,125) Net loss attributable to System1, Inc. $ (69,182) $ 1,079 $ (68,103) $ — $ (68,103) Basic and diluted net loss per share: Continuing operations $ (0.74) $ 0.01 (b) $ (0.73) $ 0.23 $ (0.50) Discontinued operations — — — (0.23) (0.23) Basic and diluted net loss per share $ (0.74) $ 0.01 $ (0.73) $ — $ (0.73) Weighted average number of shares outstanding - basic and diluted 92,945 343 (b) 93,288 93,288 The following tables reflect the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three and six months ended June 30, 2023 (in thousands): Three Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (44,177) $ 1,186 (a) (d) $ (42,991) Other comprehensive income (loss) Foreign currency translation income (loss) 187 (1) (c) 186 Comprehensive loss (43,990) 1,185 (42,805) Comprehensive loss attributable to non-controlling interest (8,897) 257 (b) (8,640) Comprehensive loss attributable to System1, Inc. $ (35,093) $ 928 $ (34,165) Six Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (87,303) $ 1,386 (a) (d) $ (85,917) Other comprehensive (loss) income: Foreign currency translation (loss) income 79 (1) (c) 78 Comprehensive loss (87,224) 1,385 (85,839) Comprehensive loss attributable to non-controlling interest (18,087) 307 (b) (17,780) Comprehensive loss attributable to System1, Inc. $ (69,137) $ 1,078 $ (68,059) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the six months ended June 30, 2023 (in thousands). Although the impact of such revisions is pervasive throughout the condensed consolidated statement of changes in stockholders' equity as a result of the errors described above, the most significant revisions include a reduction of net loss of $1.4 million, an increase of non-controlling interest of $1.2 million, a reduction in accumulated deficit of $1.1 million and a reduction in additional paid-in-capital of $0.7 million. Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ As Previously Reported Balance at December 31, 2022 91,674 $ 9 21,747 $ 2 $ 831,566 $ (439,296) $ (260) $ 78,650 $ 470,671 Net loss — — — — — (33,952) — (9,174) (43,126) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,730) — — — (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,659 — — — 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 955 — — (955) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive loss — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,963 — — — 6,963 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,972 $ (473,574) $ (322) $ 68,474 $ 433,561 Net loss — — — — — (35,230) — (8,947) (44,177) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 455 — — — (314) — — — (314) Other comprehensive income (loss) — — — — — — 209 (22) 187 Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ Stock-based compensation — — — — 5,571 — — — 5,571 Balance at June 30, 2023 93,602 $ 9 21,513 $ 2 $ 844,229 $ (508,804) $ (113) $ 59,505 $ 394,828 Revision Adjustments Net loss — $ — — $ — $ — $ 150 $ — $ 50 $ 200 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 281 — — (281) — (a) (b) Issuance of common stock in connection with settlement of incentive plan — — — — 160 — — (160) — (b) Conversion of Class C shares to Class A shares — — — — 92 — — (92) — (b) Stock-based compensation — — — — (760) — — 958 198 (a) (b) Balance at March 31, 2023 — $ — — $ — $ (227) $ 150 $ — $ 475 $ 398 Net loss — — — — — 929 — 257 1,186 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 181 — — (181) — (a) (b) Other comprehensive loss — — — — — — (1) — (1) (c) Stock-based compensation — — — — (615) — — 615 — (a) (b) Balance at June 30, 2023 — $ — — $ — $ (661) $ 1,079 $ (1) $ 1,166 $ 1,583 As Revised Net loss — $ — — $ — — $ (33,802) $ — $ (9,124) $ (42,926) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,449) — — (281) (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,819 — — (160) 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 1,047 — — (1,047) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive loss — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,203 — — 958 7,161 Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,745 $ (473,424) $ (322) $ 68,949 $ 433,959 Net loss — — — — — (34,301) — (8,690) (42,991) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 455 — — — (133) — — (181) (314) Other comprehensive income (loss) — — — — — — 208 (22) 186 Stock-based compensation — — — — 4,956 — — 615 5,571 Balance at June 30, 2023 93,602 $ 9 21,513 $ 2 $ 843,568 $ (507,725) $ (114) $ 60,671 $ 396,411 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the six months ended June 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (87,303) $ 1,386 (a) (d) $ (85,917) Stock-based compensation 31,656 196 (a) 31,852 Other, net 1 3,588 431 (c) 4,019 Deferred tax benefits (13,493) (792) (d) (14,285) Changes in operating assets and liabilities: Prepaid expenses and other current assets (834) (431) (c) (1,265) Accrued expenses and other current liabilities (10,963) (1,582) (c) (12,545) Other non-current liabilities 516 792 (c) 1,308 Net cash provided by operating activities 1,352 — 1,352 _______________ 1 To conform to current period presentation, the amount related to amortization of debt issuance costs included in other, net has been reclassified to amortization of debt issuance costs in the condensed consolidated statement of cash flows. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management’s estimates are based on historical information available as of the date of the condensed consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, valuation of goodwill, acquired intangible assets, assets held for sale and long-lived assets, valuation and recognition of stock-based compensation awards, income taxes, contingent consideration and determination of the fair value of the warrant liabilities. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Risks We are subject to certain business and operational risks, including competition from alternative technologies, as well as dependence on key Advertising Partners, key employees, key contracts, and growth to achieve our business and operational objectives. As of June 30, 2024 , we had two paid search advertising partnership agreements with Google and one paid search advertising partnership agreement with Microsoft. One of the Google agreements expires on February 28, 2025. Under certain circumstances, each of these agreements may be terminated by either us or the respective Advertising Partner immediately or with minimal notice. During the three months ended June 30, 2024, we recorded revenue of $6.6 million from an Advertising Partner and a contra revenue liability of $5.9 million due to certain Network Partners related to traffic sent to our platform by those Network Partners that generated search advertising revenue. We have currently withheld payment to the impacted Network Partners pending a comprehensive ongoing review of whether such traffic generating the search advertising revenue was valid or otherwise complied with the terms of our commercial arrangements with such Network Partners. For any traffic determined to be either invalid or not in compliance with such commercial arrangements, the corresponding amounts may be withheld from our Network Partners as a result of such violations and in that case, would be recognized as revenue in the period in which such final determination is made (currently expected to be in 2024).

Goodwill, Internal-Use Software

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net	Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net Goodwill Goodwill was $82.4 million as of June 30, 2024 and December 31, 2023, all of which is attributable to the Partner Network reporting unit. No impairment of goodwill was recognized in any of the periods presented. Internal-use Software Development Costs, Net and Intangible Assets, Net Internal-use software development costs and intangible assets consisted of the following (in thousands): June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 17,820 $ (4,373) $ 13,447 Intangible assets: Developed technology $ 196,128 $ (118,870) $ 77,258 Trademarks and trade names 236,053 (56,850) 179,203 Software 5,100 (2,978) 2,122 Customer relationships 2,900 (1,812) 1,088 Total $ 440,181 $ (180,510) $ 259,671 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 13,788 $ (2,363) $ 11,425 Intangible assets: Developed technology $ 196,128 $ (94,354) $ 101,774 Trademarks and trade names 236,053 (45,050) 191,003 Software 5,100 (2,341) 2,759 Customer relationships 2,900 (1,435) 1,465 Total $ 440,181 $ (143,180) $ 297,001 The internal-use software development costs include construction in progress (which amounts are not subject to amortization until placed in service) of $4.2 million and $3.5 million as of June 30, 2024 and December 31, 2023 , respectively. Amortization expense for internal-use software development costs and intangible assets were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense for internal-use software development $ 1,076 $ 839 $ 2,010 $ 1,396 Amortization expense for intangible assets $ 18,665 $ 18,665 $ 37,330 $ 37,330 No impairment of internal-use software development cost or intangible assets was recognized for any of the periods presented. As of June 30, 2024, the weighted average amortization period for all intangible assets was 7 years.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following items as of the periods presented (in thousands): June 30, 2024 December 31, 2023 Accrued revenue share $ 29,066 $ 16,365 Accrued marketing expenses 12,744 19,737 Accrued payroll and related benefits 11,420 13,751 Accrued interest payable 5,175 311 Other current liabilities 18,412 9,150 Accrued expenses and other current liabilities $ 76,817 $ 59,314 CouponFollow Incentive Plan As of June 30, 2024 , the Company determined it is probable that the CouponFollow business would achieve certain performance conditions during the Performance Periods, and accordingly, recognized a short-term liability within accrued expenses and other current liabilities of $4.7 million and a non-current liability of $5.6 million within other non-current liabilities in our condensed consolidated balance sheets for the Tier 1 and Tier 2 amounts set forth in the CouponFollow Incentive Plan. The carrying amount of the share-based liabilities approximates its fair value. For the six months ended June 30, 2024, we issued 1.0 million shares of Class A common stock with an aggregate fair value of $1.7 million, net of shares withheld for taxes, on the date of the settlement to settle the second installment of the Fixed Amount in the amount of $3.3 million. We recognized a gain of $0.5 million for the difference between the fair value of the Class A common stock issued and the carrying value of the liability. For the six months ended June 30, 2024 , we recognized $0.8 million for the third installment of the Fixed Amount within salaries and benefits expenses on the condensed consolidated statements of operation s.

Debt, Net

Debt, Net	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt, Net	Debt, Net We entered into a term loan ("Term Loan") and revolving facility ("2022 Revolving Facility") with Bank of America, N.A., on January 27, 2022, providing for a 5.5-year term loan with a principal balance of $400.0 million and with the net proceeds of $376.0 million . The 2022 Revolving Facility provided for borrowing availability of up to $50.0 million . As of June 30, 2024 , there was no balance outstanding on the 2022 Revolving Facility, and principal of $290.1 million was outstanding on the Term Loan. Through December 31, 2025, the outstanding Term Loan is subject to quarterly amortization payments of $5.0 million. From March 31, 2026, the Term Loan is subject to quarterly amortization payments of $7.5 million. The Term Loan matures in 2027. For every interest period, the interest rate on the Term Loan is the adjusted Secured Overnight Financing Rate ("SOFR") plus 4.75%. The Term Loan is amortized in quarterly installments on each scheduled payment date. The Term Loan comes with a leverage covenant, which goes into effect only if the utilization on the 2022 Revolving Facility exceeds 35% of the $50.0 million 2022 Revolving Facility at each quarter-end starting the second quarter 2022, such that the first lien leverage ratio (as defined in the credit agreement) should not exceed 5.40. The facility has certain financial and nonfinancial covenants, including a leverage ratio. The facility also requires that we deliver our audited consolidated financial statements to our lender within 120 days of our fiscal year end, December 31. Should we fail to distribute the financial statements to our lender within 120 days, we are allowed an additional 30 days to cure. We were in compliance with our financial covenants as of June 30, 2024. The interest rate on the 2022 Revolving Facility is the adjusted SOFR plus 2.5% with an adjusted SOFR floor of 0%. As of June 30, 2024, we had $50.0 million available on the 2022 Revolving Facility. On January 17, 2024, we completed the repurchase of $63.7 million in principal amount of our Term Loan for an aggregate purchase price of $40.9 million (at discount of 64.2% of its par value) pursuant to a Dutch auction tender offer. Following the repurchase, the outstanding principal amount of the Term Loan was $301.3 million. We used available cash on hand to fund the repurchase. Our gain on the repurchase was $19.7 million before fees and expenses incurred to negotiate, document and consummate the repurchase. On April 30, 2024, we completed the repurchase of an additional $1.2 million in principal amount of our Term Loan for an aggregate purchase price of $0.7 million (at discount of 60.0% of its par value) pursuant to a privately negotiated repurchase transaction. Following the repurchase, the outstanding principal amount of the Term Loan was $295.0 million. We used available cash on hand to fund the repurchase. Our gain on the repurchase was $0.4 million before fees and expenses incurred to negotiate, document and consummate the additional repurchase. On August 1, 2024, the Company undertook a corporate reorganization, the result of which was that all of the assets and business operations of System1 are now held by System1 Holdings, LLC ("System1 Holdings"), a newly formed intermediate holding company of which the Company maintains the controlling interest and where the non-controlling interest is held by the Company's Class C common stockholders. Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company, and 100% of S1 Media, LLC ("S1 Media"), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with the Company’s owned & operated products businesses, which includes CouponFollow, Startpage and Mapquest, and (c) S1 Holdco holds the Company’s remaining assets and business operations associated with the Company's digital advertising businesses, including its proprietary RAMP platform. S1 Holdco and its subsidiaries remain obligors and guarantors under the Company's Term Loan and 2022 Revolving Facility, and System1 Holdings and S1 Media are not parties thereto. The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands): June 30, 2024 December 31, 2023 Term Loan 1, 2 $ 279,610 $ 349,503 Total Debt, net $ 279,610 $ 349,503 _______________ 1 Includes unamortized discount of $9.9 million and $14.7 million and unamortized loan fees of $0.5 million and $0.8 million, as of June 30, 2024 and December 31, 2023, respectively, recorded as a reduction of the carrying amount of the debt and amortized to interest expense using the effective interest method. 2 Estimated fair value of the Term Loan was $177.0 million and $222.7 million as of June 30, 2024 and December 31, 2023, respectively.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are the sole managing member of S1 Holdco and, as a result, consolidate the financial results of S1 Holdco. S1 Holdco is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of S1 Holdco, as well as any stand-alone income or loss generated by us. We recorded a benefit for income taxes of $0.2 million and $0.2 million for the three and six months ended June 30, 2024 and a benefit from income taxes of $6.7 million and $10.5 million for the three and six months ended June 30, 2023, respectively . The effective tax rate was 0.5% and 0.4% for the three and six months ended June 30, 2024, respectively and 18.4% and 14.9% for the three and six months ended June 30, 2023, respectively. The provision for income taxes differs from the amount of income tax computed by applying the U.S. statutory federal tax rate of 21% to the loss before income taxes due to the exclusion of non-controlling loss, state taxes, foreign rate differential, non-deductible expenses, increase to the valuation allowance related to unrealizable deferred tax assets, and outside basis adjustments. As of June 30, 2024 , we had a full valuation allowance on our U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets would not be realized. During the three and six months ended June 30, 2024 and 2023 , inclusive of interest, no payments were made to the parties to the Tax Receivable Agreement. The total amount of Tax Receivable Agreement Payments due under the Tax Receivable Agreement was $0.9 million and $0.8 million as of June 30, 2024 and December 31, 2023 , respectively. As discussed in Note 5, Debt, Net, on August 1, 2024, the Company undertook a corporate reorganization.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies In June 2023, we entered into a multi-year agreement with a service provider whereby we are contractually obligated to spend $5.0 million in each annual period between July 2023 and June 2026. As of June 30, 2024, we remain contractually obligated to spend $10.0 million towards this commitment. As of June 30, 2024, we had various non-cancelable operating lease commitments for office space which have been recorded as Operating lease liabilities. Litigation We are subject to various legal proceedings and claims that arise in the ordinary course of business. We believe the ultimate liability, if any, with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows reflected in the condensed consolidated financial statements. There can be no assurance, however, that the ultimate resolution of such actions will not materially or adversely affect our consolidated financial position, results of operations, or cash flows. We accrued for losses when the loss is deemed probable and the liability can reasonably be estimated. In October 2023, a putative California class action complaint (the "Complaint") was filed against us and our Protected business regarding alleged violations of California’s Auto Renewal Law requirements related to the marketing and sale of its subscription service offerings for anti-virus and ad-blocking software (the "Protected Software") to consumers. The Complaint alleges claims under California’s false advertising and unfair competition laws and primarily alleges that the marketing and sales checkout flows for the Protected Software did not clearly and conspicuously disclose that the named plaintiffs set forth in the Complaint were purchasing the Protected Software for a promotional period which would auto-renew after the applicable promotional period. While we dispute the claims alleged, we have reached a tentative settlement during June 2024, which would include a release of such claims by the relevant class, which tentative settlement is still subject to court approval and finalizing other terms and conditions. The amount of such tentative settlement has been accrued accordingly in a ccrued expenses and other current liabilities in our condensed consolidated balance sheets as of June 30, 2024. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments we could be required to make under these indemnification provisions may not be subject to claims related to these indemnifications. As a result, we believe the estimated fair value of these agreements was immaterial. Accordingly, we have no liabilities recorded for these agreements as of June 30, 2024 .

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement Financial Liabilities Measured at Fair Value on a Recurring Basis The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): June 30, 2024 December 31, 2023 Level 1 Public Warrants $ 936 $ 2,688 The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. There were no transfers in or out of levels during the periods presented. Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis For further information on the fair value assessment of goodwill, refer to Note 3, Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net .

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share Basic net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. Basic and diluted net loss per share was calculated as follows (in thousands, except per share) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.38) $ (0.25) $ (0.54) $ (0.50) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (0.12) — (0.23) Basic and diluted net loss per share $ (0.38) $ (0.37) $ (0.54) $ (0.73) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (26,373) $ (23,342) $ (36,910) $ (46,978) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (10,959) — (21,125) Net loss attributable to System1, Inc. $ (26,373) $ (34,301) $ (36,910) $ (68,103) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 69,383 93,799 68,582 93,288 For the periods presented in the table above, a total of 16.8 million Public Warrants were excluded from the computation of net loss per share as the impact was anti-dilutive.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting We have two operating and reportable segments: Owned and Operated Advertising and Partner Network. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker ("CODM"), in deciding how to allocate resources and assess performance. Our Chief Executive Officer, who is considered to be our CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. The CODM measures and evaluates reportable segments based on segment operating revenue as well as adjusted gross profit. The tables below include the following operating expenses that are not allocated to the reporting segments presented to our CODM : depreciation and amortization of property, equipment and leasehold improvements, amortization of intangible assets and, at times, certain other transactions or adjustments. The CODM does not consider these expenses for the purposes of making decisions to allocate resources among segments or to assess segment performance, however these costs are included in reported condensed consolidated net loss from continuing operations before income tax and are included in the reconciliation that follows. The following table summarizes revenue by reportable segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 77,396 $ 77,300 $ 146,426 $ 183,325 Partner Network 17,185 19,614 33,072 34,707 Total revenue $ 94,581 $ 96,914 $ 179,498 $ 218,032 The following table summarizes Adjusted gross profit by reportable segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 27,378 $ 27,589 $ 49,840 $ 57,428 Partner Network 13,490 14,808 24,409 25,025 Adjusted gross profit 40,868 42,397 74,249 82,453 Other cost of revenue 2,085 2,140 4,247 4,031 Salaries and benefits 33,937 27,054 58,420 55,201 Selling, general, and administrative 13,989 15,340 26,717 30,195 Depreciation and amortization 19,943 19,688 39,747 39,080 Interest expense, net 7,871 12,334 15,841 23,736 Gain from debt extinguishment (433) — (20,109) — Change in fair value of warrant liabilities (1,501) 2,018 (1,752) 609 Loss before income tax $ (35,023) $ (36,177) $ (48,862) $ (70,399) The following table summarizes revenue by geographic region (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 United States $ 91,215 $ 93,410 $ 172,897 $ 210,609 Other countries 3,366 3,504 6,601 7,423 Total revenue $ 94,581 $ 96,914 $ 179,498 $ 218,032

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation We recorded the following total stock-based compensation expense (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation expense $ 3,442 $ 4,294 $ 7,412 $ 10,126 Stock Appreciation Rights Plan During the quarter ended June 30, 2024, the Company adopted the 2024 Stock Appreciation Rights Plan (the "Plan"), to enhance its ability to attract, retain, and motivate individuals who are expected to make significant contributions to the Company's future financial and operating performance. The maximum number of Class A common stock that may be issued pursuant to awards of Stock Appreciation Rights ("SARs") granted under the Plan ("Awards") is 23.8 million shares. In July 2024, we granted 22.4 million SARs in accordance with the Plan. Each Award of SARs shall vest and become exercisable as follows, subject to the employee's continued status as a service provider through the applicable Vesting Date (as defined in the Plan), and the term of any Stock Appreciation Right shall not exceed seven years: (1) twenty-five percent (25%) of the SARs subject to the Award (the “Tranche I SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve-month period concluding on or after the applicable date of grant equals or exceeds $50.0 million; (2) twenty-five percent (25%) of the SARs subject to the Award (the “Tranche II SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve-month period concluding on or after the applicable date of grant equals or exceeds $60.0 million; (3) twenty-five percent (25%) of the SARs subject to the Award (the “Tranche III SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve-month period concluding on or after the applicable date of grant equals or exceeds $70.0 million; and (4) the remaining twenty-five percent (25%) of the SARs subject to the Award (the “Tranche IV SARs”) shall vest if the Company’s Adjusted EBITDA for any trailing twelve-month period concluding on or after the applicable date of grant equals or exceeds $80.0 million. In July 2024, we granted 3.1 million restricted stock unit awards in accordance with the 2022 Incentive Award Plan.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued Operations Sale of Protected On November 30, 2023, we completed the sale of our Protected business , our subscription reporting unit. Total consideration comprised of: (a) $240.0 million in cash, subject to certain adjustments, (b) the return and subsequent cancellation of approximately 29.1 million shares of our Class A common stock, par value $0.0001 per share, owned by JDI and other entities and individuals affiliated with the Purchasing Parties and (c) confirmation from JDI, Protected and the Protected CEO that the financial performance benchmarks related to the financial benchmarks included in the Protected Incentive Plan (as defined below), will, as a result of the Protected sale, no longer be achievable. The financial results of Protected are presented as a loss from discontinued operations, net of taxes in the condensed consolidated statements of operations. The following table presents the summarized discontinued operations condensed consolidated statements of operations (in thousands) : Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Revenue $ 50,324 $ 97,060 Operating expenses: Cost of revenue (excluding depreciation and amortization) 37,225 74,674 Salaries and benefits 16,047 26,594 Selling, general, and administrative 2,395 4,712 Depreciation and amortization 8,364 18,346 Total operating expenses 64,031 124,326 Operating loss (13,707) (27,266) Other expense, net 8 57 Loss from discontinued operations before income taxes (13,715) (27,323) Income tax benefit (231) (1,306) Net loss from discontinued operations $ (13,484) $ (26,017) The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the subscription business that are included in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2023 Depreciation and amortization $ 18,346 Stock-based compensation 21,726 Capital expenditures 1,053 Transition Service Agreement In connection with a transition service agreement entered into with the sale of our Protected business, we agreed to provide certain services for which full reimbursement of cost will be provided through the earlier of November 20, 2024 or the date Protected is able to independently participate in Google's advertising purchasing programs. Discontinued Operations Related-Party Transactions Payment Processing Agreement Protected utilizes multiple credit card payment processors, including Paysafe Financial Services Limited ("Paysafe"). In March 2021, Paysafe completed a merger with Foley Trasimene Acquisition Corp. II ("Foley Trasimene"), a special purpose acquisition company sponsored by entities affiliated with a sponsor of Trebia who was also a member of our Board of Directors. We incurred credit card processing fees related to Paysafe for the three and six months ended June 30, 2023 of $1.0 million and $2.1 million, respectively. Office Facilities Protected had an agreement with JDI Property Holdings Limited ("JDIP"), an entity controlled by one of our directors, which allowed Protected to use space at their property in exchange for GBP 0.1 million per year. Protected Incentive Plan Installment Payments In 2022, in connection with the acquisition of Protected, we effected an incentive plan for eligible recipients (the "Protected Incentive Plan"), providing up to $100.0 million payable in fully-vested shares of our Class A common stock contingent upon the achievement of the future performance of Protected’s business. The Protected Incentive Plan originally was to be paid out in two tranches based on performance of the business for 2023 and 2024.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31, 2024. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission ("SEC") on March 15, 2024.
Principles of Consolidation	The accompanying unaudited condensed consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Our condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31, 2024. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission ("SEC") on March 15, 2024.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management’s estimates are based on historical information available as of the date of the condensed consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, valuation of goodwill, acquired intangible assets, assets held for sale and long-lived assets, valuation and recognition of stock-based compensation awards, income taxes, contingent consideration and determination of the fair value of the warrant liabilities. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Revision of Previously Issued Consolidated Financial Statements	The following table reflects the revisions and the impact of reporting Discontinued Operations related to the sale of our Protected business to the previously issued condensed consolidated balance sheet as of June 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Assets Current assets: Cash and cash equivalents $ 8,603 $ 6,848 $ 15,451 (e) $ (11,149) $ 4,302 Restricted cash, current 11,762 (6,848) 4,914 (e) (1,649) 3,265 Total current assets 95,130 — 95,130 — 95,130 Liabilities and Stockholders' Equity Deferred tax liability $ 29,851 $ 534 $ 30,385 (d) $ (11,956) $ 18,429 Total liabilities 681,268 534 681,802 — 681,802 Stockholders’ Equity / Members’ Deficit Additional paid-in capital $ 842,350 $ 1,218 $ 843,568 (a) (b) $ — $ 843,568 Accumulated deficit (514,809) 7,084 (507,725) (a) (b) (d) — (507,725) Accumulated other comprehensive loss (270) 156 (114) (d) — (114) Total stockholders' equity attributable to System1, Inc. $ 327,282 $ 8,458 $ 335,740 $ — $ 335,740 Non-controlling interest 69,663 (8,992) 60,671 (b) — 60,671 Total stockholders' equity $ 396,945 $ (534) $ 396,411 $ — $ 396,411 Total liabilities and stockholders' equity $ 1,078,213 $ — $ 1,078,213 $ — $ 1,078,213 The following tables reflect the revisions and the impact of reporting Discontinued Operations related to the sale of our Protected business to the previously issued condensed consolidated statement of operations, for the three and six months ended June 30, 2023 (in thousands): Three Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits $ 43,991 $ (890) (a) $ 43,101 $ (16,047) $ 27,054 Total operating expenses 183,660 (890) 182,770 (64,031) 118,739 Operating loss (36,422) 890 (35,532) 13,707 (21,825) Loss before income tax $ (50,782) $ 890 $ (49,892) $ 13,715 $ (36,177) Income tax benefit (6,605) (296) (d) (6,901) 231 (6,670) Net loss from continuing operations (44,177) 1,186 (42,991) 13,484 (29,507) Net loss from discontinued operations, net of tax — — — (13,484) (13,484) Net loss (44,177) 1,186 (42,991) — (42,991) Less: Net loss from continuing operations attributable to non-controlling interest (8,947) 257 (b) (8,690) 2,525 (6,165) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (2,525) (2,525) Net loss attributable to System1, Inc. $ (35,230) $ 929 $ (34,301) $ — $ (34,301) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (35,230) $ 929 (a) (b) (d) $ (34,301) $ 10,959 $ (23,342) Net loss from discontinued operations — — — (10,959) (10,959) Net loss attributable to System1, Inc. $ (35,230) $ 929 $ (34,301) $ — $ (34,301) Basic and diluted net loss per share: Continuing operations $ (0.38) $ 0.01 (b) $ (0.37) $ 0.12 $ (0.25) Discontinued operations — — — (0.12) (0.12) Basic and diluted net loss per share $ (0.38) $ 0.01 $ (0.37) $ — $ (0.37) Weighted average number of shares outstanding - basic and diluted 93,425 374 (b) 93,799 93,799 Six Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Revised Impact of Reclassification of Discontinued Operations As Currently Reported Salaries and benefits $ 82,389 $ (594) (a) $ 81,795 $ (26,594) $ 55,201 Total operating expenses 389,006 (594) 388,412 (124,326) 264,086 Operating loss (73,914) 594 (73,320) 27,266 (46,054) Loss before income tax $ (98,316) $ 594 $ (97,722) $ 27,323 $ (70,399) Income tax benefit (11,013) (792) (d) (11,805) 1,306 (10,499) Net loss from continuing operations (87,303) 1,386 (85,917) 26,017 (59,900) Net loss from discontinued operations, net of tax — — — (26,017) (26,017) Net loss (87,303) 1,386 (85,917) — (85,917) Less: Net loss from continuing operations attributable to non-controlling interest (18,121) 307 (b) (17,814) 4,892 (12,922) Less: Net loss from discontinued operations attributable to non-controlling interest — — — (4,892) (4,892) Net loss attributable to System1, Inc. $ (69,182) $ 1,079 $ (68,103) $ — $ (68,103) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (69,182) $ 1,079 (a) (b) (d) $ (68,103) $ 21,125 $ (46,978) Net loss from discontinued operations — — — (21,125) (21,125) Net loss attributable to System1, Inc. $ (69,182) $ 1,079 $ (68,103) $ — $ (68,103) Basic and diluted net loss per share: Continuing operations $ (0.74) $ 0.01 (b) $ (0.73) $ 0.23 $ (0.50) Discontinued operations — — — (0.23) (0.23) Basic and diluted net loss per share $ (0.74) $ 0.01 $ (0.73) $ — $ (0.73) Weighted average number of shares outstanding - basic and diluted 92,945 343 (b) 93,288 93,288 The following tables reflect the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three and six months ended June 30, 2023 (in thousands): Three Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (44,177) $ 1,186 (a) (d) $ (42,991) Other comprehensive income (loss) Foreign currency translation income (loss) 187 (1) (c) 186 Comprehensive loss (43,990) 1,185 (42,805) Comprehensive loss attributable to non-controlling interest (8,897) 257 (b) (8,640) Comprehensive loss attributable to System1, Inc. $ (35,093) $ 928 $ (34,165) Six Months Ended June 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (87,303) $ 1,386 (a) (d) $ (85,917) Other comprehensive (loss) income: Foreign currency translation (loss) income 79 (1) (c) 78 Comprehensive loss (87,224) 1,385 (85,839) Comprehensive loss attributable to non-controlling interest (18,087) 307 (b) (17,780) Comprehensive loss attributable to System1, Inc. $ (69,137) $ 1,078 $ (68,059) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the six months ended June 30, 2023 (in thousands). Although the impact of such revisions is pervasive throughout the condensed consolidated statement of changes in stockholders' equity as a result of the errors described above, the most significant revisions include a reduction of net loss of $1.4 million, an increase of non-controlling interest of $1.2 million, a reduction in accumulated deficit of $1.1 million and a reduction in additional paid-in-capital of $0.7 million. Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ As Previously Reported Balance at December 31, 2022 91,674 $ 9 21,747 $ 2 $ 831,566 $ (439,296) $ (260) $ 78,650 $ 470,671 Net loss — — — — — (33,952) — (9,174) (43,126) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,730) — — — (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,659 — — — 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 955 — — (955) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive loss — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,963 — — — 6,963 Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,972 $ (473,574) $ (322) $ 68,474 $ 433,561 Net loss — — — — — (35,230) — (8,947) (44,177) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 455 — — — (314) — — — (314) Other comprehensive income (loss) — — — — — — 209 (22) 187 Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ Stock-based compensation — — — — 5,571 — — — 5,571 Balance at June 30, 2023 93,602 $ 9 21,513 $ 2 $ 844,229 $ (508,804) $ (113) $ 59,505 $ 394,828 Revision Adjustments Net loss — $ — — $ — $ — $ 150 $ — $ 50 $ 200 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 281 — — (281) — (a) (b) Issuance of common stock in connection with settlement of incentive plan — — — — 160 — — (160) — (b) Conversion of Class C shares to Class A shares — — — — 92 — — (92) — (b) Stock-based compensation — — — — (760) — — 958 198 (a) (b) Balance at March 31, 2023 — $ — — $ — $ (227) $ 150 $ — $ 475 $ 398 Net loss — — — — — 929 — 257 1,186 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 181 — — (181) — (a) (b) Other comprehensive loss — — — — — — (1) — (1) (c) Stock-based compensation — — — — (615) — — 615 — (a) (b) Balance at June 30, 2023 — $ — — $ — $ (661) $ 1,079 $ (1) $ 1,166 $ 1,583 As Revised Net loss — $ — — $ — — $ (33,802) $ — $ (9,124) $ (42,926) Cumulative-effect of adoption of ASU 2016-13 — — — — — (326) — — (326) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 832 — — — (1,449) — — (281) (1,730) Issuance of common stock in connection with settlement of incentive plan 407 — — — 1,819 — — (160) 1,659 Conversion of Class C shares to Class A shares 234 — (234) — 1,047 — — (1,047) — Increase in tax receivable agreement liability — — — — (441) — — — (441) Other comprehensive loss — — — — — — (62) (47) (109) Stock-based compensation — — — — 6,203 — — 958 7,161 Class A Common Stock Class C Common Stock Shares Amount Shares Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest Total Stockholders’ Balance at March 31, 2023 93,147 $ 9 21,513 $ 2 $ 838,745 $ (473,424) $ (322) $ 68,949 $ 433,959 Net loss — — — — — (34,301) — (8,690) (42,991) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 455 — — — (133) — — (181) (314) Other comprehensive income (loss) — — — — — — 208 (22) 186 Stock-based compensation — — — — 4,956 — — 615 5,571 Balance at June 30, 2023 93,602 $ 9 21,513 $ 2 $ 843,568 $ (507,725) $ (114) $ 60,671 $ 396,411 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the six months ended June 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (87,303) $ 1,386 (a) (d) $ (85,917) Stock-based compensation 31,656 196 (a) 31,852 Other, net 1 3,588 431 (c) 4,019 Deferred tax benefits (13,493) (792) (d) (14,285) Changes in operating assets and liabilities: Prepaid expenses and other current assets (834) (431) (c) (1,265) Accrued expenses and other current liabilities (10,963) (1,582) (c) (12,545) Other non-current liabilities 516 792 (c) 1,308 Net cash provided by operating activities 1,352 — 1,352 _______________ 1 To conform to current period presentation, the amount related to amortization of debt issuance costs included in other, net has been reclassified to amortization of debt issuance costs in the condensed consolidated statement of cash flows.

Goodwill, Internal-Use Softwa_2

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Internal-use software development costs and intangible assets consisted of the following (in thousands): June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 17,820 $ (4,373) $ 13,447 Intangible assets: Developed technology $ 196,128 $ (118,870) $ 77,258 Trademarks and trade names 236,053 (56,850) 179,203 Software 5,100 (2,978) 2,122 Customer relationships 2,900 (1,812) 1,088 Total $ 440,181 $ (180,510) $ 259,671 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 13,788 $ (2,363) $ 11,425 Intangible assets: Developed technology $ 196,128 $ (94,354) $ 101,774 Trademarks and trade names 236,053 (45,050) 191,003 Software 5,100 (2,341) 2,759 Customer relationships 2,900 (1,435) 1,465 Total $ 440,181 $ (143,180) $ 297,001 Amortization expense for internal-use software development costs and intangible assets were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amortization expense for internal-use software development $ 1,076 $ 839 $ 2,010 $ 1,396 Amortization expense for intangible assets $ 18,665 $ 18,665 $ 37,330 $ 37,330

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Liabilities	Accrued expenses and other current liabilities consisted of the following items as of the periods presented (in thousands): June 30, 2024 December 31, 2023 Accrued revenue share $ 29,066 $ 16,365 Accrued marketing expenses 12,744 19,737 Accrued payroll and related benefits 11,420 13,751 Accrued interest payable 5,175 311 Other current liabilities 18,412 9,150 Accrued expenses and other current liabilities $ 76,817 $ 59,314

Debt, Net (Tables)

Debt, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands): June 30, 2024 December 31, 2023 Term Loan 1, 2 $ 279,610 $ 349,503 Total Debt, net $ 279,610 $ 349,503 _______________ 1 Includes unamortized discount of $9.9 million and $14.7 million and unamortized loan fees of $0.5 million and $0.8 million, as of June 30, 2024 and December 31, 2023, respectively, recorded as a reduction of the carrying amount of the debt and amortized to interest expense using the effective interest method. 2 Estimated fair value of the Term Loan was $177.0 million and $222.7 million as of June 30, 2024 and December 31, 2023, respectively.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on Recurring Basis	The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): June 30, 2024 December 31, 2023 Level 1 Public Warrants $ 936 $ 2,688

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	Basic and diluted net loss per share was calculated as follows (in thousands, except per share) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.38) $ (0.25) $ (0.54) $ (0.50) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (0.12) — (0.23) Basic and diluted net loss per share $ (0.38) $ (0.37) $ (0.54) $ (0.73) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (26,373) $ (23,342) $ (36,910) $ (46,978) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (10,959) — (21,125) Net loss attributable to System1, Inc. $ (26,373) $ (34,301) $ (36,910) $ (68,103) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 69,383 93,799 68,582 93,288

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following table summarizes revenue by reportable segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 77,396 $ 77,300 $ 146,426 $ 183,325 Partner Network 17,185 19,614 33,072 34,707 Total revenue $ 94,581 $ 96,914 $ 179,498 $ 218,032 The following table summarizes Adjusted gross profit by reportable segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 27,378 $ 27,589 $ 49,840 $ 57,428 Partner Network 13,490 14,808 24,409 25,025 Adjusted gross profit 40,868 42,397 74,249 82,453 Other cost of revenue 2,085 2,140 4,247 4,031 Salaries and benefits 33,937 27,054 58,420 55,201 Selling, general, and administrative 13,989 15,340 26,717 30,195 Depreciation and amortization 19,943 19,688 39,747 39,080 Interest expense, net 7,871 12,334 15,841 23,736 Gain from debt extinguishment (433) — (20,109) — Change in fair value of warrant liabilities (1,501) 2,018 (1,752) 609 Loss before income tax $ (35,023) $ (36,177) $ (48,862) $ (70,399)
Schedule of Revenues Disaggregated by Geographic Region	The following table summarizes revenue by geographic region (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 United States $ 91,215 $ 93,410 $ 172,897 $ 210,609 Other countries 3,366 3,504 6,601 7,423 Total revenue $ 94,581 $ 96,914 $ 179,498 $ 218,032

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Total Stock-Based Compensation Expense	We recorded the following total stock-based compensation expense (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock-based compensation expense $ 3,442 $ 4,294 $ 7,412 $ 10,126

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	The following table presents the summarized discontinued operations condensed consolidated statements of operations (in thousands) : Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Revenue $ 50,324 $ 97,060 Operating expenses: Cost of revenue (excluding depreciation and amortization) 37,225 74,674 Salaries and benefits 16,047 26,594 Selling, general, and administrative 2,395 4,712 Depreciation and amortization 8,364 18,346 Total operating expenses 64,031 124,326 Operating loss (13,707) (27,266) Other expense, net 8 57 Loss from discontinued operations before income taxes (13,715) (27,323) Income tax benefit (231) (1,306) Net loss from discontinued operations $ (13,484) $ (26,017) The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the subscription business that are included in the condensed consolidated statements of cash flows (in thousands): Six Months Ended June 30, 2023 Depreciation and amortization $ 18,346 Stock-based compensation 21,726 Capital expenditures 1,053

Organization and Description _2

Organization and Description of Business (Details)	6 Months Ended
	Jun. 30, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital	$ (854,270)		$ (854,270)		$ (843,112)
Salaries and benefits	33,937	$ 27,054	58,420	$ 55,201
Net income (loss)	26,373	34,301	36,910	68,103
Cash and cash equivalents	$ 75,651	15,451	$ 75,651	15,451	$ 135,343
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		(1,218)		(1,218)
Cash and cash equivalents		6,848		6,848
Restricted cash, current		6,848		6,848
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		(890)		(594)
Net income (loss)		$ (929)		(1,079)
Revision of Prior Period, Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)				1,400
Reduction of noncontrolling interest				1,200
Decrease in accumulated deficit				1,100
Decrease in additional paid-in-capital				$ 700

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 75,651		$ 135,343	$ 15,451
Total current assets	148,624		202,003
Current liabilities:
Deferred tax liability	7,042		8,307
Total liabilities	382,057		436,155
Stockholders' equity:
Additional paid-in capital	854,270		843,112
Accumulated deficit	(744,572)		(707,662)
Accumulated other comprehensive loss	(295)		(181)
Total stockholders' equity attributable to System1, Inc.	109,412		135,278
Non-controlling interest	19,867		34,037
Total stockholders' equity	129,279	$ 160,405	169,315	396,411	$ 433,959	$ 470,671
Total liabilities and stockholders' equity	$ 511,336		$ 605,470
As Previously Reported
Current assets:
Cash and cash equivalents				8,603
Restricted cash, current				11,762
Total current assets				95,130
Current liabilities:
Deferred tax liability				29,851
Total liabilities				681,268
Stockholders' equity:
Additional paid-in capital				842,350
Accumulated deficit				(514,809)
Accumulated other comprehensive loss				(270)
Total stockholders' equity attributable to System1, Inc.				327,282
Non-controlling interest				69,663
Total stockholders' equity				396,945
Total liabilities and stockholders' equity				1,078,213
Revision Adjustment
Current assets:
Cash and cash equivalents				6,848
Restricted cash, current				(6,848)
Total current assets				0
Current liabilities:
Deferred tax liability				534
Total liabilities				534
Stockholders' equity:
Additional paid-in capital				1,218
Accumulated deficit				7,084
Accumulated other comprehensive loss				156
Total stockholders' equity attributable to System1, Inc.				8,458
Non-controlling interest				(8,992)
Total stockholders' equity				(534)
Total liabilities and stockholders' equity				0
As Revised
Current assets:
Cash and cash equivalents				15,451
Restricted cash, current				4,914
Total current assets				95,130
Current liabilities:
Deferred tax liability				30,385
Total liabilities				681,802
Stockholders' equity:
Additional paid-in capital				843,568
Accumulated deficit				(507,725)
Accumulated other comprehensive loss				(114)
Total stockholders' equity attributable to System1, Inc.				335,740
Non-controlling interest				60,671
Total stockholders' equity				396,411
Total liabilities and stockholders' equity				1,078,213
Impact of Reclassification of Discontinued Operations
Current assets:
Cash and cash equivalents				(11,149)
Restricted cash, current				(1,649)
Total current assets				0
Current liabilities:
Deferred tax liability				(11,956)
Total liabilities				0
Stockholders' equity:
Additional paid-in capital				0
Accumulated deficit				0
Accumulated other comprehensive loss				0
Total stockholders' equity attributable to System1, Inc.				0
Non-controlling interest				0
Total stockholders' equity				0
Total liabilities and stockholders' equity				0
As Currently Reported
Current assets:
Cash and cash equivalents				4,302
Restricted cash, current				3,265
Total current assets				95,130
Current liabilities:
Deferred tax liability				18,429
Total liabilities				681,802
Stockholders' equity:
Additional paid-in capital				843,568
Accumulated deficit				(507,725)
Accumulated other comprehensive loss				(114)
Total stockholders' equity attributable to System1, Inc.				335,740
Non-controlling interest				60,671
Total stockholders' equity				396,411
Total liabilities and stockholders' equity				$ 1,078,213

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits	$ 33,937		$ 27,054		$ 58,420	$ 55,201
Total operating expenses	123,667		118,739		234,380	264,086
Operating loss	(29,086)		(21,825)		(54,882)	(46,054)
Loss before income tax	(35,023)		(36,177)		(48,862)	(70,399)
Income tax benefit	(178)		(6,670)		(226)	(10,499)
Net loss from continuing operations	(34,845)		(29,507)		(48,636)	(59,900)
Net loss from discontinued operations, net of tax	0		(13,484)		0	(26,017)
Net loss	(34,845)	$ (13,791)	(42,991)	$ (42,926)	(48,636)	(85,917)
Less: Net loss from continuing operations attributable to non-controlling interest	(8,472)		(6,165)		(11,726)	(12,922)
Less: Net loss from discontinued operations attributable to non-controlling interest	0		(2,525)		0	(4,892)
Net loss attributable to System1, Inc.	(26,373)		(34,301)		(36,910)	(68,103)
Net loss from continuing operations	(26,373)		(23,342)		(36,910)	(46,978)
Net loss from discontinued operations	$ 0		$ (10,959)		$ 0	$ (21,125)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.38)		$ (0.25)		$ (0.54)	$ (0.50)
Diluted net loss per share, continuing operations (in dollars per share)	(0.38)		(0.25)		(0.54)	(0.50)
Basic net loss per share, discontinued operations (in dollars per share)	0		(0.12)		0	(0.23)
Diluted net loss per share, discontinued operations (in dollars per share)	0		(0.12)		0	(0.23)
Basic net loss per share (in dollars per share)	(0.38)		(0.37)		(0.54)	(0.73)
Diluted net loss per share (in dollars per share)	$ (0.38)		$ (0.37)		$ (0.54)	$ (0.73)
Weighted average number of shares outstanding - basic (in shares)	69,383		93,799		68,582	93,288
Weighted average number of shares outstanding - diluted (in shares)	69,383		93,799		68,582	93,288
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits			$ 43,991			$ 82,389
Total operating expenses			183,660			389,006
Operating loss			(36,422)			(73,914)
Loss before income tax			(50,782)			(98,316)
Income tax benefit			(6,605)			(11,013)
Net loss from continuing operations			(44,177)			(87,303)
Net loss from discontinued operations, net of tax			0			0
Net loss			(44,177)	(43,126)		(87,303)
Less: Net loss from continuing operations attributable to non-controlling interest			(8,947)			(18,121)
Less: Net loss from discontinued operations attributable to non-controlling interest			0			0
Net loss attributable to System1, Inc.			(35,230)			(69,182)
Net loss from continuing operations			(35,230)			(69,182)
Net loss from discontinued operations			$ 0			$ 0
Basic net loss per share, continuing operations (in dollars per share)			$ (0.38)			$ (0.74)
Diluted net loss per share, continuing operations (in dollars per share)			(0.38)			(0.74)
Basic net loss per share, discontinued operations (in dollars per share)			0			0
Diluted net loss per share, discontinued operations (in dollars per share)			0			0
Basic net loss per share (in dollars per share)			(0.38)			(0.74)
Diluted net loss per share (in dollars per share)			$ (0.38)			$ (0.74)
Weighted average number of shares outstanding - basic (in shares)			93,425			92,945
Weighted average number of shares outstanding - diluted (in shares)			93,425			92,945
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits			$ (890)			$ (594)
Total operating expenses			(890)			(594)
Operating loss			890			594
Loss before income tax			890			594
Income tax benefit			(296)			(792)
Net loss from continuing operations			1,186			1,386
Net loss from discontinued operations, net of tax			0			0
Net loss			1,186	200		1,386
Less: Net loss from continuing operations attributable to non-controlling interest			257			307
Less: Net loss from discontinued operations attributable to non-controlling interest			0			0
Net loss attributable to System1, Inc.			929			1,079
Net loss from continuing operations			929			1,079
Net loss from discontinued operations			$ 0			$ 0
Basic net loss per share, continuing operations (in dollars per share)			$ 0.01			$ 0.01
Diluted net loss per share, continuing operations (in dollars per share)			0.01			0.01
Basic net loss per share, discontinued operations (in dollars per share)			0			0
Diluted net loss per share, discontinued operations (in dollars per share)			0			0
Basic net loss per share (in dollars per share)			0.01			0.01
Diluted net loss per share (in dollars per share)			$ 0.01			$ 0.01
Weighted average number of shares outstanding - basic (in shares)			374			343
Weighted average number of shares outstanding - diluted (in shares)			374			343
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits			$ 43,101			$ 81,795
Total operating expenses			182,770			388,412
Operating loss			(35,532)			(73,320)
Loss before income tax			(49,892)			(97,722)
Income tax benefit			(6,901)			(11,805)
Net loss from continuing operations			(42,991)			(85,917)
Net loss from discontinued operations, net of tax			0			0
Net loss			(42,991)	$ (42,926)		(85,917)
Less: Net loss from continuing operations attributable to non-controlling interest			(8,690)			(17,814)
Less: Net loss from discontinued operations attributable to non-controlling interest			0			0
Net loss attributable to System1, Inc.			(34,301)			(68,103)
Net loss from continuing operations			(34,301)			(68,103)
Net loss from discontinued operations			$ 0			$ 0
Basic net loss per share, continuing operations (in dollars per share)			$ (0.37)			$ (0.73)
Diluted net loss per share, continuing operations (in dollars per share)			(0.37)			(0.73)
Basic net loss per share, discontinued operations (in dollars per share)			0			0
Diluted net loss per share, discontinued operations (in dollars per share)			0			0
Basic net loss per share (in dollars per share)			(0.37)			(0.73)
Diluted net loss per share (in dollars per share)			$ (0.37)			$ (0.73)
Weighted average number of shares outstanding - basic (in shares)			93,799			93,288
Weighted average number of shares outstanding - diluted (in shares)			93,799			93,288
Impact of Reclassification of Discontinued Operations
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits			$ (16,047)			$ (26,594)
Total operating expenses			(64,031)			(124,326)
Operating loss			13,707			27,266
Loss before income tax			13,715			27,323
Income tax benefit			231			1,306
Net loss from continuing operations			13,484			26,017
Net loss from discontinued operations, net of tax			(13,484)			(26,017)
Net loss			0			0
Less: Net loss from continuing operations attributable to non-controlling interest			2,525			4,892
Less: Net loss from discontinued operations attributable to non-controlling interest			(2,525)			(4,892)
Net loss attributable to System1, Inc.			0			0
Net loss from continuing operations			10,959			21,125
Net loss from discontinued operations			$ (10,959)			$ (21,125)
Basic net loss per share, continuing operations (in dollars per share)			$ 0.12			$ 0.23
Diluted net loss per share, continuing operations (in dollars per share)			0.12			0.23
Basic net loss per share, discontinued operations (in dollars per share)			(0.12)			(0.23)
Diluted net loss per share, discontinued operations (in dollars per share)			(0.12)			(0.23)
Basic net loss per share (in dollars per share)			0			0
Diluted net loss per share (in dollars per share)			$ 0			$ 0
Weighted average number of shares outstanding - basic (in shares)
Weighted average number of shares outstanding - diluted (in shares)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (34,845)	$ (13,791)	$ (42,991)	$ (42,926)	$ (48,636)	$ (85,917)
Foreign currency translation income (loss)	(96)		186		(231)	78
Comprehensive loss	(34,941)		(42,805)		(48,867)	(85,839)
Comprehensive loss attributable to non-controlling interest	(8,544)		(8,640)		(11,843)	(17,780)
Comprehensive loss attributable to System1, Inc.	$ (26,397)		(34,165)		$ (37,024)	(68,059)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(44,177)	(43,126)		(87,303)
Foreign currency translation income (loss)			187			79
Comprehensive loss			(43,990)			(87,224)
Comprehensive loss attributable to non-controlling interest			(8,897)			(18,087)
Comprehensive loss attributable to System1, Inc.			(35,093)			(69,137)
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			1,186	200		1,386
Foreign currency translation income (loss)			(1)			(1)
Comprehensive loss			1,185			1,385
Comprehensive loss attributable to non-controlling interest			257			307
Comprehensive loss attributable to System1, Inc.			928			1,078
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(42,991)	$ (42,926)		(85,917)
Foreign currency translation income (loss)			186			78
Comprehensive loss			(42,805)			(85,839)
Comprehensive loss attributable to non-controlling interest			(8,640)			(17,780)
Comprehensive loss attributable to System1, Inc.			$ (34,165)			$ (68,059)

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounting Standards Update [Extensible Enumeration]							Accounting Standards Update 2016-13 [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 160,405	$ 169,315	$ 433,959	$ 470,671	$ 169,315	$ 470,671
Net loss	(34,845)	(13,791)	(42,991)	(42,926)	(48,636)	(85,917)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(24)	(991)	(314)	(1,730)
Issuance of common stock in connection with settlement of incentive plan		1,707		1,659
Conversion of Class C shares to Class A shares		0		0
Increase in tax receivable agreement liability		(110)		(441)
Other comprehensive income (loss)	(96)	(135)	186	(109)
Stock-based compensation	3,871	4,405	5,571	7,161
Ending balance	129,279	160,405	396,411	433,959	129,279	396,411	$ 470,671
Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							(326)
Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	850,202	843,112	838,745	831,566	843,112	831,566
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	284	178	(133)	(1,449)
Issuance of common stock in connection with settlement of incentive plan		2,464		1,819
Conversion of Class C shares to Class A shares		241		1,047
Increase in tax receivable agreement liability		(110)		(441)
Stock-based compensation	3,784	4,317	4,956	6,203
Ending balance	854,270	850,202	843,568	838,745	854,270	843,568	831,566
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(718,199)	(707,662)	(473,424)	(439,296)	(707,662)	(439,296)
Net loss	(26,373)	(10,537)	(34,301)	(33,802)
Ending balance	(744,572)	(718,199)	(507,725)	(473,424)	(744,572)	(507,725)	(439,296)
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							(326)
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(271)	(181)	(322)	(260)	(181)	(260)
Other comprehensive income (loss)	(24)	(90)	208	(62)
Ending balance	(295)	(271)	(114)	(322)	(295)	(114)	(260)
Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	28,664	34,037	68,949	78,650	34,037	78,650
Net loss	(8,472)	(3,254)	(8,690)	(9,124)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(308)	(1,169)	(181)	(281)
Issuance of common stock in connection with settlement of incentive plan		(757)		(160)
Conversion of Class C shares to Class A shares		(241)		(1,047)
Other comprehensive income (loss)	(72)	(45)	(22)	(47)
Stock-based compensation	87	88	615	958
Ending balance	$ 19,867	$ 28,664	$ 60,671	$ 68,949	$ 19,867	$ 60,671	$ 78,650
Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	68,632	65,855	93,147	91,674	65,855	91,674
Beginning balance	$ 7	$ 7	$ 9	$ 9	$ 7	$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)	623	1,498	455	832
Issuance of common stock in connection with settlement of incentive plan (in shares)		970		407
Conversion of Class C shares to Class A shares (in shares)		309		234
Ending balance (in shares)	69,255	68,632	93,602	93,147	69,255	93,602	91,674
Ending balance	$ 7	$ 7	$ 9	$ 9	$ 7	$ 9	$ 9
Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	21,204	21,513	21,513	21,747	21,513	21,747
Beginning balance	$ 2	$ 2	$ 2	$ 2	$ 2	$ 2
Conversion of Class C shares to Class A shares (in shares)		(309)		(234)
Ending balance (in shares)	21,204	21,204	21,513	21,513	21,204	21,513	21,747
Ending balance	$ 2	$ 2	$ 2	$ 2	$ 2	$ 2	$ 2
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounting Standards Update [Extensible Enumeration]							Accounting Standards Update 2016-13 [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			433,561
Net loss			(44,177)	(43,126)		(87,303)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(314)	(1,730)
Issuance of common stock in connection with settlement of incentive plan				1,659
Conversion of Class C shares to Class A shares				0
Increase in tax receivable agreement liability				(441)
Other comprehensive income (loss)			187	(109)
Stock-based compensation			5,571	6,963
Ending balance			394,828	433,561		394,828
As Previously Reported | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							$ (326)
As Previously Reported | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			838,972	831,566		831,566
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(314)	(1,730)
Issuance of common stock in connection with settlement of incentive plan				1,659
Conversion of Class C shares to Class A shares				955
Increase in tax receivable agreement liability				(441)
Stock-based compensation			5,571	6,963
Ending balance			844,229	838,972		844,229	831,566
As Previously Reported | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			(473,574)	(439,296)		(439,296)
Net loss			(35,230)	(33,952)
Ending balance			(508,804)	(473,574)		(508,804)	(439,296)
As Previously Reported | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							(326)
As Previously Reported | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			(322)	(260)		(260)
Other comprehensive income (loss)			209	(62)
Ending balance			(113)	(322)		(113)	(260)
As Previously Reported | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			68,474	78,650		78,650
Net loss			(8,947)	(9,174)
Conversion of Class C shares to Class A shares				(955)
Other comprehensive income (loss)			(22)	(47)
Ending balance			$ 59,505	$ 68,474		$ 59,505	$ 78,650
As Previously Reported | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			93,147	91,674		91,674
Beginning balance			$ 9	$ 9		$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			455	832
Issuance of common stock in connection with settlement of incentive plan (in shares)				407
Conversion of Class C shares to Class A shares (in shares)				234
Ending balance (in shares)			93,602	93,147		93,602	91,674
Ending balance			$ 9	$ 9		$ 9	$ 9
As Previously Reported | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			21,513	21,747		21,747
Beginning balance			$ 2	$ 2		$ 2
Conversion of Class C shares to Class A shares (in shares)				(234)
Ending balance (in shares)			21,513	21,513		21,513	21,747
Ending balance			$ 2	$ 2		$ 2	$ 2
Revision Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			398
Net loss			1,186	200		1,386
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			0	0
Issuance of common stock in connection with settlement of incentive plan				0
Conversion of Class C shares to Class A shares				0
Other comprehensive income (loss)			(1)
Stock-based compensation			0	198
Ending balance			1,583	398		1,583
Revision Adjustment | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			(227)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			181	281
Issuance of common stock in connection with settlement of incentive plan				160
Conversion of Class C shares to Class A shares				92
Stock-based compensation			(615)	(760)
Ending balance			(661)	(227)		(661)
Revision Adjustment | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			150
Net loss			929	150
Ending balance			1,079	150		1,079
Revision Adjustment | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			0
Other comprehensive income (loss)			(1)
Ending balance			(1)	0		(1)
Revision Adjustment | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			475
Net loss			257	50
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(181)	(281)
Issuance of common stock in connection with settlement of incentive plan				(160)
Conversion of Class C shares to Class A shares				(92)
Stock-based compensation			615	958
Ending balance			$ 1,166	$ 475		$ 1,166
Revision Adjustment | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			0
Beginning balance			$ 0
Ending balance (in shares)			0	0		0
Ending balance			$ 0	$ 0		$ 0
Revision Adjustment | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			0
Beginning balance			$ 0
Ending balance (in shares)			0	0		0
Ending balance			$ 0	$ 0		$ 0
As Revised
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounting Standards Update [Extensible Enumeration]							Accounting Standards Update 2016-13 [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			433,959
Net loss			(42,991)	(42,926)		(85,917)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(314)	(1,730)
Issuance of common stock in connection with settlement of incentive plan				1,659
Conversion of Class C shares to Class A shares				0
Increase in tax receivable agreement liability				(441)
Other comprehensive income (loss)			186	(109)
Stock-based compensation			5,571	7,161
Ending balance			396,411	433,959		396,411
As Revised | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							$ (326)
As Revised | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			838,745
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(133)	(1,449)
Issuance of common stock in connection with settlement of incentive plan				1,819
Conversion of Class C shares to Class A shares				1,047
Increase in tax receivable agreement liability				(441)
Stock-based compensation			4,956	6,203
Ending balance			843,568	838,745		843,568
As Revised | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			(473,424)
Net loss			(34,301)	(33,802)
Ending balance			(507,725)	(473,424)		(507,725)
As Revised | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(326)		(326)
Ending balance							$ (326)
As Revised | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			(322)
Other comprehensive income (loss)			208	(62)
Ending balance			(114)	(322)		(114)
As Revised | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance			68,949
Net loss			(8,690)	(9,124)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes			(181)	(281)
Issuance of common stock in connection with settlement of incentive plan				(160)
Conversion of Class C shares to Class A shares				(1,047)
Other comprehensive income (loss)			(22)	(47)
Stock-based compensation			615	958
Ending balance			$ 60,671	$ 68,949		$ 60,671
As Revised | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			93,147
Beginning balance			$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			455	832
Issuance of common stock in connection with settlement of incentive plan (in shares)				407
Conversion of Class C shares to Class A shares (in shares)				234
Ending balance (in shares)			93,602	93,147		93,602
Ending balance			$ 9	$ 9		$ 9
As Revised | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)			21,513
Beginning balance			$ 2
Conversion of Class C shares to Class A shares (in shares)				(234)
Ending balance (in shares)			21,513	21,513		21,513
Ending balance			$ 2	$ 2		$ 2

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (34,845)	$ (13,791)	$ (42,991)	$ (42,926)	$ (48,636)	$ (85,917)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation					7,412	31,852
Other, net						4,019
Deferred tax benefits					(1,262)	(14,285)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets					26	(1,265)
Accrued expenses and other current liabilities					15,747	(12,545)
Other non-current liabilities					(1,146)	1,308
Net cash (used in) provided by operating activities					$ (6,022)	1,352
As Previously Reported
Cash Flows from Operating Activities
Net loss			(44,177)	(43,126)		(87,303)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation						31,656
Other, net						3,588
Deferred tax benefits						(13,493)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets						(834)
Accrued expenses and other current liabilities						(10,963)
Other non-current liabilities						516
Net cash (used in) provided by operating activities						1,352
Revision Adjustment
Cash Flows from Operating Activities
Net loss			$ 1,186	$ 200		1,386
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation						196
Other, net						431
Deferred tax benefits						(792)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets						(431)
Accrued expenses and other current liabilities						(1,582)
Other non-current liabilities						792
Net cash (used in) provided by operating activities						$ 0

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Risks (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($) contract	Jun. 30, 2024 USD ($) contract
Product Information [Line Items]
Revenue from advertising | $	$ 6.6
Proceeds from advertising traffic | $		$ 5.9
Google
Product Information [Line Items]
Number of contract | contract	2	2
Microsoft
Product Information [Line Items]
Number of contract | contract	1	1

Goodwill, Internal-Use Softwa_3

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 82,407		$ 82,407
Goodwill impairment loss	0	$ 0
Internal-use software development costs	4,200		$ 3,500
Impairment of intangible assets	0	0
Computer software impairments	$ 0	$ 0
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years

Goodwill, Internal-Use Softwa_4

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 17,820	$ 13,788
Accumulated Amortization	(4,373)	(2,363)
Net Carrying Amount	13,447	11,425
Gross Carrying Amount	440,181	440,181
Accumulated Amortization	(180,510)	(143,180)
Net Carrying Amount	259,671	297,001
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	196,128	196,128
Accumulated Amortization	(118,870)	(94,354)
Net Carrying Amount	77,258	101,774
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	236,053	236,053
Accumulated Amortization	(56,850)	(45,050)
Net Carrying Amount	179,203	191,003
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,100	5,100
Accumulated Amortization	(2,978)	(2,341)
Net Carrying Amount	2,122	2,759
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,900	2,900
Accumulated Amortization	(1,812)	(1,435)
Net Carrying Amount	$ 1,088	$ 1,465

Goodwill, Internal-Use Softwa_5

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Amortization Expense for Internal-Use Software Development Costs and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for internal-use software development	$ 1,076	$ 839	$ 2,010	$ 1,396
Amortization expense for intangible assets	$ 18,665	$ 18,665	$ 37,330	$ 37,330

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued revenue share	$ 29,066	$ 16,365
Accrued marketing expenses	12,744	19,737
Accrued payroll and related benefits	11,420	13,751
Accrued interest payable	5,175	311
Other current liabilities	18,412	9,150
Accrued expenses and other current liabilities	$ 76,817	$ 59,314

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Narrative (Details) - CouponFollow Incentive Plan shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Other Commitments [Line Items]
Liabilities recognized	$ 4.7
Long-term liability	5.6
Cash EBITDA	3.3
Recognized fixed amount	$ 0.8
Class A Common Stock
Other Commitments [Line Items]
Issuance of common stock in connection with the acquisition of business (in shares) | shares	1
Aggregate fair value	$ 1.7
Difference between fair value of common stock issued to settle the earnout liability and the carrying value of the earnout liability	$ 0.5

Debt, Net - Narrative (Details)

Debt, Net - Narrative (Details) - USD ($) $ in Millions				6 Months Ended	9 Months Ended	42 Months Ended
	Apr. 30, 2024	Jan. 17, 2024	Jan. 27, 2022	Jun. 30, 2024	Dec. 31, 2026	Dec. 31, 2025	Aug. 01, 2024
Debt Instrument [Line Items]
Period of financial report distribution to lender				120 days
Additional remediate period				30 days
Subsequent event | S1 Holdco, LLC
Debt Instrument [Line Items]
Ownership percentage							100%
Subsequent event | S1 Media, LLC
Debt Instrument [Line Items]
Ownership percentage							100%
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit			$ 50	$ 0
Debt Instrument covenant percentage			35%
Credit agreement, leverage ratio			5.40
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.50%
Revolving Credit Facility | Interest Rate Floor
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0%
Term Loan
Debt Instrument [Line Items]
Long-term debt				$ 290.1
Debt instrument,discount percentage	60%	64.20%
Term Loan | Revolving Credit Facility
Debt Instrument [Line Items]
Principle amount	$ 1.2	$ 63.7
Debt instrument, repurchase amount	0.7	40.9
Debt outstanding amount	295	301.3
Estimated gain on the repurchase	$ 0.4	$ 19.7
Term Loan | Revolving Credit Facility | Forecast
Debt Instrument [Line Items]
Amortization quarterly payment					$ 7.5	$ 5
Term Loan | Secured Debt
Debt Instrument [Line Items]
Term of loan			5 years 6 months
Principle amount			$ 400
Proceeds from term loan			$ 376
Term Loan and Revolving Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			4.75%

Debt, Net - Schedule of Long-Te

Debt, Net - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total Debt, net	$ 279,610	$ 349,503
Unamortized discount	9,900	14,700
Loan fees	500	800
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	177,000	222,700
Term Loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Debt, net	$ 279,610	$ 349,503

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Examination [Line Items]
Income tax expense (benefit)	$ (178)	$ (6,670)	$ (226)	$ (10,499)
Effective income tax rate reconciliation, (percent)	0.50%	18.40%	0.40%	14.90%
S1 Holdco, LLC
Income Tax Examination [Line Items]
TRA payment including interest amount	$ 0	$ 0	$ 0	$ 0
TRA payments due	$ 900		$ 900		$ 800

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Obligated to pay, year one		$ 5
Obligated to pay, year two		$ 5
Remaining contractual obligated to be pay	$ 10

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Public Warrants | Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public Warrants	$ 936	$ 2,688

Net Loss Per Share - Basic and

Net Loss Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss from continuing operations attributable to System1, Inc., basic (in dollars per share)	$ (0.38)	$ (0.25)	$ (0.54)	$ (0.50)
Net loss from continuing operations attributable to System1, Inc., diluted (in dollars per share)	(0.38)	(0.25)	(0.54)	(0.50)
Net loss from discontinued operations, net of tax attributable to System1, Inc., basic (in dollars per share)	0	(0.12)	0	(0.23)
Net loss from discontinued operations, net of tax attributable to System1, Inc., diluted (in dollars per share)	0	(0.12)	0	(0.23)
Basic net loss per share (in dollars per share)	(0.38)	(0.37)	(0.54)	(0.73)
Diluted net loss per share (in dollars per share)	$ (0.38)	$ (0.37)	$ (0.54)	$ (0.73)
Numerator:
Net loss from continuing operations attributable to System1, Inc.	$ (26,373)	$ (23,342)	$ (36,910)	$ (46,978)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	0	(10,959)	0	(21,125)
Net loss attributable to System1, Inc.	$ (26,373)	$ (34,301)	$ (36,910)	$ (68,103)
Denominator:
Weighted-average common shares outstanding used in computing basic net loss per share (in shares)	69,383	93,799	68,582	93,288
Weighted-average common shares outstanding used in computing diluted net loss per share (in shares)	69,383	93,799	68,582	93,288

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	16.8	16.8	16.8	16.8

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 94,581	$ 96,914	$ 179,498	$ 218,032
Adjusted gross profit	40,868	42,397	74,249	82,453
Other cost of revenue	2,085	2,140	4,247	4,031
Salaries and benefits	33,937	27,054	58,420	55,201
Selling, general, and administrative	13,989	15,340	26,717	30,195
Depreciation and amortization	19,943	19,688	39,747	39,080
Interest expense, net	7,871	12,334	15,841	23,736
Gain from debt extinguishment	(433)	0	(20,109)	0
Change in fair value of warrant liabilities	(1,501)	2,018	(1,752)	609
Loss before income tax	(35,023)	(36,177)	(48,862)	(70,399)
Owned and Operated Advertising
Segment Reporting Information [Line Items]
Total revenue	77,396	77,300	146,426	183,325
Adjusted gross profit	27,378	27,589	49,840	57,428
Partner Network
Segment Reporting Information [Line Items]
Total revenue	17,185	19,614	33,072	34,707
Adjusted gross profit	$ 13,490	$ 14,808	$ 24,409	$ 25,025

Segment Reporting - Schedule _2

Segment Reporting - Schedule of Revenues Disaggregated by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 94,581	$ 96,914	$ 179,498	$ 218,032
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	91,215	93,410	172,897	210,609
Other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 3,366	$ 3,504	$ 6,601	$ 7,423

Stock-Based Compensation - Tota

Stock-Based Compensation - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 3,442	$ 4,294	$ 7,412	$ 10,126

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	1 Months Ended
	Jul. 31, 2024	Jun. 30, 2024
Stock Appreciation Rights (SARs) | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights granted (in shares)	22,400,000
Vesting period	7 years
Stock Appreciation Rights (SARs) | Tranche I SARs | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award vesting rights (as a percent)	25%
Stock appreciation rights, outstanding	$ 50
Stock Appreciation Rights (SARs) | Tranche II SARs | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award vesting rights (as a percent)	25%
Stock appreciation rights, outstanding	$ 60
Stock Appreciation Rights (SARs) | Tranche III SARs | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award vesting rights (as a percent)	25%
Stock appreciation rights, outstanding	$ 70
Stock Appreciation Rights (SARs) | Tranche IV SARs | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award vesting rights (as a percent)	25%
Stock appreciation rights, outstanding	$ 80
Restricted Stock Units (RSUs) | Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights granted (in shares)	3,100,000
Class A Common Stock | Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant awards were reserved and authorized for issuance (in shares)		23,800,000

Discontinued Operations - Narra

Discontinued Operations - Narrative (Details) $ / shares in Units, £ in Millions, $ in Millions		3 Months Ended	6 Months Ended
	Aug. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 GBP (£)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares
Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock outstanding (in shares) | shares					69,255,000	65,855,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.0001	$ 0.0001
Paysafe | Related Party
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Credit card processing fees		$ 1		$ 2.1
Just Develop It Limited | Related Party
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Monthly payment for desk occupancy | £			£ 0.1
Just Develop It Limited | Related Party | Waiver
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Quarterly payments	$ 10
Just Develop It Limited | Related Party | Waiver | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares in waiver agreement (in shares) | shares	50,000,000
2023 Award Modification | Protected Incentive Plan | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incentive plan for eligible recipients total	$ 100
Cash rewards	$ 20
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale							$ 240
Common stock outstanding (in shares) | shares							29,100,000
JDIL | Discontinued Operations, Held-for-sale | Class A Common Stock
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock, par value (in dollars per share) | $ / shares							$ 0.0001

Discontinued Operations - State

Discontinued Operations - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations	$ 0	$ (10,959)	$ 0	$ (21,125)
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		50,324		97,060
Cost of revenue (excluding depreciation and amortization)		37,225		74,674
Salaries and benefits		16,047		26,594
Selling, general, and administrative		2,395		4,712
Depreciation and amortization		8,364		18,346
Total operating expenses		64,031		124,326
Operating loss		(13,707)		(27,266)
Other expense, net		8		57
Loss from discontinued operations before income taxes		(13,715)		(27,323)
Income tax benefit		(231)		(1,306)
Net loss from discontinued operations		$ (13,484)		$ (26,017)

Discontinued Operations - Depre

Discontinued Operations - Depreciation, Amortization, Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation expense	$ 3,442	$ 4,294	$ 7,412	$ 10,126
Income Loss Ongoing Equity Method Investment In Discontinued Operation After Disposal Extensible Enumeration Not Disclosed Flag				Stock-based compensation
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization		$ 8,364		$ 18,346
Stock-based compensation expense				21,726
Capital expenditures				$ 1,053