System1 (SST) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2024	Oct. 31, 2024
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Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	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	Q3
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		70,707,001
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	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 69,092	$ 135,343
Restricted cash, current	4,129	3,813
Accounts receivable, net	57,602	56,093
Prepaid expenses and other current assets	4,382	6,754
Total current assets	135,205	202,003
Restricted cash, non-current	371	4,294
Property and equipment, net	2,431	3,084
Internal-use software development costs, net	14,230	11,425
Intangible assets, net	241,006	297,001
Goodwill	82,407	82,407
Operating lease right-of-use assets	3,298	4,732
Other non-current assets	365	524
Total assets	479,313	605,470
Current liabilities:
Accounts payable	9,423	9,499
Accrued expenses and other current liabilities	71,072	59,314
Operating lease liabilities, current	2,330	2,333
Debt, net	16,338	15,271
Total current liabilities	99,163	86,417
Operating lease liabilities, non-current	1,821	3,582
Long-term debt, net	259,236	334,232
Warrant liability	1,217	2,688
Deferred tax liability	6,726	8,307
Other non-current liabilities	8,304	929
Total liabilities	376,467	436,155
Commitments and contingencies (Note 7)
Stockholder's Equity:
Additional paid-in capital	858,740	843,112
Accumulated deficit	(768,174)	(707,662)
Accumulated other comprehensive loss	(262)	(181)
Total stockholders' equity attributable to System1, Inc.	90,313	135,278
Non-controlling interest	12,533	34,037
Total stockholders' equity	102,846	169,315
Total liabilities and stockholders' equity	479,313	605,470
Class A Common Stock
Stockholder's Equity:
Common stock value	7	7
Class C Common Stock
Stockholder's Equity:
Common stock value	$ 2	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Sep. 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)	70,460	65,855
Common stock outstanding (in shares)	70,460	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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 88,832	$ 87,818	$ 268,330	$ 305,851
Operating expenses:
Cost of revenue (excluding depreciation and amortization)	51,171	50,585	160,667	190,195
Salaries and benefits	29,177	26,695	87,597	81,896
Selling, general, and administrative	10,172	11,808	36,889	42,004
Depreciation and amortization	20,128	19,584	59,875	58,666
Total operating expenses	110,648	108,672	345,028	372,761
Operating loss	(21,816)	(20,854)	(76,698)	(66,910)
Other expense (income):
Interest expense, net	7,957	13,053	23,798	36,789
(Gain) loss from debt extinguishment	0	619	(20,109)	619
Change in fair value of warrant liabilities	281	(7,482)	(1,471)	(6,873)
Total other expense (income), net	8,238	6,190	2,218	30,535
Loss before income tax	(30,054)	(27,044)	(78,916)	(97,445)
Income tax expense (benefit)	585	(1,116)	359	(11,614)
Net loss from continuing operations	(30,639)	(25,928)	(79,275)	(85,831)
Net loss from discontinued operations, net of tax	0	(137,209)	0	(163,222)
Net loss	(30,639)	(163,137)	(79,275)	(249,053)
Less: Net loss from continuing operations attributable to non-controlling interest	(7,037)	(6,081)	(18,763)	(18,989)
Less: Net loss from discontinued operations attributable to non-controlling interest	0	(25,566)	0	(30,472)
Net loss attributable to System1, Inc.	(23,602)	(131,490)	(60,512)	(199,592)
Net loss from continuing operations	(23,602)	(19,847)	(60,512)	(66,842)
Net loss from discontinued operations	$ 0	$ (111,643)	$ 0	$ (132,750)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.34)	$ (0.21)	$ (0.88)	$ (0.71)
Diluted net loss per share, continuing operations (in dollars per share)	(0.34)	(0.21)	(0.88)	(0.71)
Basic net loss per share, discontinued operations (in dollars per share)	0	(1.18)	0	(1.42)
Diluted net loss per share, discontinued operations (in dollars per share)	0	(1.18)	0	(1.42)
Basic net loss per share (in dollars per share)	(0.34)	(1.39)	(0.88)	(2.13)
Diluted net loss per share (in dollars per share)	$ (0.34)	$ (1.39)	$ (0.88)	$ (2.13)
Weighted average number of shares outstanding - basic (in shares)	70,045	94,359	69,073	93,649
Weighted average number of shares outstanding - diluted (in shares)	70,045	94,359	69,073	93,649

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (30,639)	$ (34,845)	$ (13,791)	$ (163,137)	$ (42,991)	$ (42,926)	$ (79,275)	$ (249,053)
Other comprehensive (loss) income:
Foreign currency translation loss	(44)			(188)			(275)	(110)
Comprehensive loss	(30,683)			(163,325)			(79,550)	(249,163)
Comprehensive loss attributable to non-controlling interest	(7,114)			(31,685)			(18,957)	(49,465)
Comprehensive loss attributable to System1, Inc.	$ (23,569)			$ (131,640)			$ (60,593)	$ (199,698)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes 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	(249,053)
Ending balance (in shares) at Sep. 30, 2023			94,258	21,513
Ending balance at Sep. 30, 2023	240,140		$ 9	$ 2	850,265	(639,215)		(279)	29,358
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(163,137)					(131,490)			(31,647)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			656
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(54)				204				(258)
Other comprehensive loss	(188)							(165)	(23)
Stock-based compensation	7,108				6,493				615
Ending balance (in shares) at Sep. 30, 2023			94,258	21,513
Ending balance at Sep. 30, 2023	240,140		$ 9	$ 2	850,265	(639,215)		(279)	29,358
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	(79,275)
Ending balance (in shares) at Sep. 30, 2024			70,460	21,204
Ending balance at Sep. 30, 2024	102,846		$ 7	$ 2	858,740	(768,174)		(262)	12,533
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(30,639)					(23,602)			(7,037)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)			1,205
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(20)				288				(308)
Other comprehensive loss	(44)							33	(77)
Stock-based compensation	4,270				4,182				88
Ending balance (in shares) at Sep. 30, 2024			70,460	21,204
Ending balance at Sep. 30, 2024	$ 102,846		$ 7	$ 2	$ 858,740	$ (768,174)		$ (262)	$ 12,533

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (79,275)	$ (249,053)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	59,877	85,364
Stock-based compensation	11,194	44,112
Impairment of goodwill	0	115,483
Impairment of assets held for sale	0	3,276
Amortization of debt issuance costs	2,966	4,663
Noncash lease expense	1,407	1,327
Change in fair value of warrant liabilities	(1,471)	(6,873)
Deferred tax benefits	(1,581)	(19,385)
(Gain) loss from debt extinguishment	(20,109)	619
Share-based compensation liabilities	15,765	0
Other, net	(27)	1,750
Changes in operating assets and liabilities:
Accounts receivable	(1,487)	17,786
Prepaid expenses and other current assets	2,437	647
Accounts payable	(75)	5,223
Accrued expenses and other current liabilities	5,671	(71)
Deferred revenue	(91)	12,746
Long-term earnout liabilities	0	(20,000)
Other non-current liabilities	(1,228)	(3,522)
Net cash used in operating activities	(6,027)	(5,908)
Cash Flows from Investing Activities
Purchases of property and equipment	(31)	(2,015)
Capitalized software development costs	(4,931)	(4,844)
Net cash used in investing activities	(4,962)	(6,859)
Cash Flows from Financing Activities
Proceeds from related-party loan, net of lender fees	0	63,000
Repayments of related party loan, inclusive of lender fees	0	(44,000)
Repayment of Term Loan	(56,786)	(15,000)
Payment of acquisition holdback	0	(1,935)
Taxes paid related to net settlement of stock awards	(2,137)	(3,053)
Distributions to members, net of contributions	(27)	(66)
Net cash used in financing activities	(58,950)	(1,054)
Effect of exchange rate changes in cash, cash equivalents and restricted cash	81	(231)
Net decrease in cash, cash equivalents and restricted cash	(69,858)	(14,052)
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	73,592	25,023
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	69,092	4,853
Restricted cash	4,500	7,779
Cash and restricted cash included in assets held for sale from discontinued operations	0	12,391
Total cash, cash equivalents and restricted cash	73,592	25,023
Supplemental cash flow information:
Capitalized assets financed by accounts payable	0	53
Stock-based compensation included in capitalized software development costs	1,113	1,644
Settlement of incentive plan through issuance of common stock	$ 1,707	$ 1,658

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 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) . On August 1, 2024, we undertook a corporate reorganization, the result of which was that all of the assets and business operations of the Company are now held by System1 Holdings, LLC ("System1 Holdings"), a newly formed intermediate holding company of which we maintain the controlling interest and in which the non-controlling interest is owned by the holders of our Class C common stock. Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interest, 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 our owned and operated products, which includes CouponFollow, Startpage and Mapquest, and (c) S1 Holdco holds our remaining assets and business operations associated with our digital advertising businesses, including our proprietary RAMP platform. S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and 2022 Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 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 and related disclosures are prepared in accordance with accounting principles generally accepted in the United States of America ("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 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. The results of operations for the three and nine months ended September 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 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 nine months ended September 30, 2023 as follows: a. Additional paid-in capital was understated by $0.9 million as of September 30, 2023, and salaries and benefits expense was understated by an immaterial amount for the three months ended September 30, 2023 and overstated by $0.6 million f or the nine months ended September 30, 2023, 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. This 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. 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 September 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 September 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 September 30, 2024 . The following tables reflect the errors discussed in a through d above. The following table reflects the revisions to the previously issued condensed consolidated balance sheet as of September 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Liabilities and Stockholders' Equity Deferred tax liability $ 15,009 $ 338 $ 15,347 (d) Total liabilities 687,066 338 687,404 Stockholders’ Equity / Members’ Deficit Additional paid-in capital $ 849,398 $ 867 $ 850,265 (a) (b) Accumulated deficit (646,242) 7,027 (639,215) (a) (b) (d) Accumulated other comprehensive loss (435) 156 (279) (d) Total stockholders' equity attributable to System1, Inc. $ 202,732 $ 8,050 $ 210,782 Non-controlling interest 37,746 (8,388) 29,358 (b) Total stockholders' equity $ 240,478 $ (338) $ 240,140 Total liabilities and stockholders' equity $ 927,544 $ — $ 927,544 The following tables reflect the revisions to the previously issued condensed consolidated statement of operations for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Salaries and benefits $ 26,689 $ 6 $ 26,695 (a) Total operating expenses 108,666 6 108,672 Operating loss (20,848) (6) (20,854) Loss before income tax $ (27,038) $ (6) $ (27,044) Income tax expense (benefit) (920) (196) (1,116) (d) Net loss from continuing operations (26,118) 190 (25,928) Net loss from discontinued operations, net of tax (137,209) — (137,209) Net loss (163,327) 190 (163,137) Less: Net loss from continuing operations attributable to non-controlling interest (6,328) 247 (6,081) (b) Less: Net loss from discontinued operations attributable to non-controlling interest (25,566) — (25,566) Net loss attributable to System1, Inc. $ (131,433) $ (57) $ (131,490) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (19,790) $ (57) $ (19,847) (a) (b) (d) Net loss from discontinued operations (111,643) — (111,643) Net loss attributable to System1, Inc. $ (131,433) $ (57) $ (131,490) Basic and diluted net loss per share: Continuing operations $ (0.21) $ — $ (0.21) Discontinued operations (1.19) 0.01 (1.18) (b) Basic and diluted net loss per share $ (1.40) $ 0.01 $ (1.39) Weighted average number of shares outstanding - basic and diluted 93,941 418 94,359 (b) Nine Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Salaries and benefits $ 82,484 $ (588) $ 81,896 (a) Total operating expenses 373,349 (588) 372,761 Operating loss (67,498) 588 (66,910) Loss before income tax $ (98,033) $ 588 $ (97,445) Income tax expense (benefit) (10,626) (988) (11,614) (d) Net loss from continuing operations (87,407) 1,576 (85,831) Net loss from discontinued operations, net of tax (163,222) — (163,222) Net loss (250,629) 1,576 (249,053) Less: Net loss from continuing operations attributable to non-controlling interest (19,543) 554 (18,989) (b) Less: Net loss from discontinued operations attributable to non-controlling interest (30,472) — (30,472) Net loss attributable to System1, Inc. $ (200,614) $ 1,022 $ (199,592) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (67,864) $ 1,022 $ (66,842) (a) (b) (d) Net loss from discontinued operations (132,750) — (132,750) Net loss attributable to System1, Inc. $ (200,614) $ 1,022 $ (199,592) Basic and diluted net loss per share: Continuing operations $ (0.73) $ 0.02 $ (0.71) (b) Discontinued operations (1.42) — (1.42) Basic and diluted net loss per share $ (2.15) $ 0.02 $ (2.13) Weighted average number of shares outstanding - basic and diluted 93,281 368 93,649 (b) The following tables reflect the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (163,327) $ 190 $ (163,137) (a) (d) Other comprehensive loss: Foreign currency translation loss (188) — (188) Comprehensive loss (163,515) 190 (163,325) Comprehensive loss attributable to non-controlling interest (31,932) 247 (31,685) (b) Comprehensive loss attributable to System1, Inc. $ (131,583) $ (57) $ (131,640) Nine Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (250,629) $ 1,576 $ (249,053) (a) (d) Other comprehensive loss: Foreign currency translation loss (109) (1) (110) (c) Comprehensive loss (250,738) 1,575 (249,163) Comprehensive loss attributable to non-controlling interest (50,019) 554 (49,465) (b) Comprehensive loss attributable to System1, Inc. $ (200,719) $ 1,021 $ (199,698) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the nine months ended September 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 $1.6 million, an increase of non-controlling interest of $1.8 million, a reduction in accumulated deficit of $1.0 million and a reduction in additional paid-in-capital of $1.0 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 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 Net loss — — — — — (131,433) — (31,894) (163,327) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 656 — — — (54) — — — (54) 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’ Other comprehensive loss — — — — — — (165) (23) (188) Stock-based compensation — — — — 7,102 — — — 7,102 Balance at September 30, 2023 94,258 $ 9 21,513 $ 2 $ 851,277 $ (640,237) $ (278) $ 27,588 $ 238,361 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 Net loss — — — — — (57) — 247 190 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 258 — — (258) — (a) (b) Stock-based compensation — — — — (609) — — 615 6 (a) (b) Balance at September 30, 2023 — $ — — $ — $ (1,012) $ 1,022 $ (1) $ 1,770 $ 1,779 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 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’ 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 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 Net loss — — — — — (131,490) — (31,647) (163,137) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 656 — — — 204 — — (258) (54) Other comprehensive loss — — — — — — (165) (23) (188) Stock-based compensation — — — — 6,493 — — 615 7,108 Balance at September 30, 2023 94,258 $ 9 21,513 $ 2 $ 850,265 $ (639,215) $ (279) $ 29,358 $ 240,140 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the nine months ended September 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (250,629) $ 1,576 $ (249,053) (a) (d) Stock-based compensation 43,909 203 44,112 (a) Deferred tax benefits (18,397) (988) (19,385) (d) Changes in operating assets and liabilities: Accrued expenses and other current liabilities 1,708 (1,779) (71) (c) Other non-current liabilities (4,510) 988 (3,522) (d) Net cash used by operating activities (5,908) — (5,908) 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 September 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. We recorded revenue of $6.6 million from an Advertising Partner and an estimated contra revenue liability of $5.8 million at September 30, 2024 , 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 our comprehensive ongoing

Goodwill, Internal-Use Software

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net	9 Months Ended
	Sep. 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 September 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 for our continuing operations. Internal-use Software Development Costs, Net and Intangible Assets, Net Internal-use software development costs and intangible assets consisted of the following (in thousands): September 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 19,832 $ (5,602) $ 14,230 Intangible assets: Developed technology $ 196,128 $ (131,128) $ 65,000 Trademarks and trade names 236,053 (62,750) 173,303 Software 5,100 (3,297) 1,803 Customer relationships 2,900 (2,000) 900 Total $ 440,181 $ (199,175) $ 241,006 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 $4.5 million and $3.5 million as of September 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Amortization expense for internal-use software development $ 1,229 $ 716 $ 3,238 $ 2,112 Amortization expense for intangible assets $ 18,665 $ 18,665 $ 55,995 $ 55,995 No impairment of internal-use software development cost or intangible assets was recognized for any of the periods presented.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Accrued revenue share $ 26,129 $ 16,365 Accrued payroll and related benefits 14,041 13,751 Accrued marketing expenses 11,816 19,737 Shared-based compensation liability 9,395 — Other current liabilities 9,691 9,461 Accrued expenses and other current liabilities $ 71,072 $ 59,314 CouponFollow Incentive Plan As of September 30, 2024 , we determined that it is probable the CouponFollow business would achieve all performance conditions during the Performance Periods, and accordingly, has recognized a short-term liability within accrued expenses and other current liabilities of $9.4 million and a non-current liability of $6.7 million within other non-current liabilities in our condensed consolidated balance sheets for all Tier amounts set forth in the CouponFollow Incentive Plan. The total amount to be earned under the CouponFollow Incentive Plan is $21.3 million The carrying amount of the share-based liabilities approximates its fair value. For the nine months ended September 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 $3.3 million installment of the Fixed Amount. 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 three and nine months ended September 30, 2024, we recognized $0.8 million and $2.5 million for the third installment of the Fixed Amount within salaries and benefits expenses on the condensed consolidated statements of operation s, respectively.

Debt, Net

Debt, Net	9 Months Ended
	Sep. 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 September 30, 2024 , there was no balance outstanding on the 2022 Revolving Facility, and principal of $285.1 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 September 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 September 30, 2024, we had $50.0 million available on the 2022 Revolving Facility. During nine months ended September 30, 2024 we completed the repurchase of $64.9 million in principal amount of our Term Loan for an aggregate purchase price of $41.6 million (at an average discount of 64.12% of its par value). Following the repurchases on January 17, 2024 and April 30, 2024, the outstanding principal amount of the Term Loan was $301.3 million and $295.0 million, respectively. We used available cash on hand to fund the repurchases. Our gain on the repurchases were $20.1 million before fees and expenses incurred to negotiate, document and consummate the repurchase. The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands): September 30, 2024 December 31, 2023 Term Loan 1, 2 $ 275,574 $ 349,503 Total Debt, net $ 275,574 $ 349,503 _______________ 1 Includes unamortized discount of $9.0 million and $14.7 million and unamortized loan fees of $0.5 million and $0.8 million, as of September 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 $181.0 million and $222.7 million as of September 30, 2024 and December 31, 2023, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are the sole managing member of System1 Holdings and, as a result, consolidate the financial results of System1 Holdings . System1 Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, System1 Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by System1 Holdings 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 System1 Holdings, as well as any stand-alone income or loss generated by us. We recorded an income tax expense of $0.6 million and $0.4 million for the three and nine months ended September 30, 2024 and a benefit from income taxes of $1.1 million and $11.6 million for the three and nine months ended September 30, 2023, respectively . The effective tax rate was (2.0)% and (0.5)% for the three and nine months ended September 30, 2024, respectively and 4.1% and 11.9% for the three and nine months ended September 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, changes to tax reserves, return to provision true-ups, increase to the valuation allowance related to unrealizable deferred tax assets, and outside basis adjustments. As of September 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 nine months ended September 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 September 30, 2024 and December 31, 2023 , respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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 September 30, 2024, we remain contractually obligated to spend $8.0 million towards this commitment. As of September 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 reached a tentative settlement during June 2024. During September 2024 we entered into a Settlement Agreement, that still remains subject to court approval. The amount of such settlement has been accrued accordingly in a ccrued expenses and other current liabilities in our condensed consolidated balance sheet as of September 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 September 30, 2024 .

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Level 1 Public Warrants $ 1,217 $ 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.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.34) $ (0.21) $ (0.88) $ (0.71) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (1.18) — (1.42) Basic and diluted net loss per share $ (0.34) $ (1.39) $ (0.88) $ (2.13) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (23,602) $ (19,847) $ (60,512) $ (66,842) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (111,643) — (132,750) Net loss attributable to System1, Inc. $ (23,602) $ (131,490) $ (60,512) $ (199,592) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 70,045 94,359 69,073 93,649 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. In addition, for the three and nine months ended September 30, 2024, we excluded stock appreciation rights ("SARs") of 22.3 million as they are contingently issuable based on certain performance conditions, which were not achieved as of September 30, 2024 . Refer to Note 11, Stock-Based Compensation for further details. During 2022, we replaced certain unvested profits interests awards, value creation units and Class F units that were outstanding, with a combination of a restricted stock unit and cash awards (collectively, "Replacement Awards"). We do not consider unvested Class A common stock related to the Replacement Awards as outstanding for accounting purposes as they are subject to continued service requirements or contingencies. These shares are not included in the denominator of the net loss per share calculation until the employee provides the requisite service resulting in the vesting of the award or the contingency is removed, or upon termination of an employee at which

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 70,798 $ 66,187 $ 217,224 $ 249,512 Partner Network 18,034 21,631 51,106 56,339 Total revenue $ 88,832 $ 87,818 $ 268,330 $ 305,851 The following table summarizes Adjusted gross profit by reportable segments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 26,406 $ 23,886 $ 76,246 $ 81,314 Partner Network 13,053 15,312 37,462 40,337 Adjusted gross profit 39,459 39,198 113,708 121,651 Other cost of revenue 1,798 1,965 6,045 5,995 Salaries and benefits 29,177 26,695 87,597 81,896 Selling, general, and administrative 10,172 11,808 36,889 42,004 Depreciation and amortization 20,128 19,584 59,875 58,666 Interest expense, net 7,957 13,053 23,798 36,789 (Gain) loss from debt extinguishment — 619 (20,109) 619 Change in fair value of warrant liabilities 281 (7,482) (1,471) (6,873) Loss before income tax $ (30,054) $ (27,044) $ (78,916) $ (97,445) The following table summarizes revenue by geographic region (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 United States $ 85,216 $ 81,512 $ 258,113 $ 292,122 Other countries 3,616 6,306 10,217 13,729 Total revenue $ 88,832 $ 87,818 $ 268,330 $ 305,851

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock-based compensation expense $ 3,783 $ 5,267 $ 11,196 $ 15,393 Stock Appreciation Rights Plan During the quarter ended June 30, 2024, we adopted the 2024 Stock Appreciation Rights Plan (the "2024 Plan"), to enhance our ability to attract, retain, and motivate individuals who are expected to make significant contributions to our 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 2024 Plan ("Awards") is 23.8 million shares. Financial performance in the Plan is determined by the achievement of Adjusted EBITDA. The Plan defines Adjusted EBITDA as, with respect to any particular period, the Company’s net income (loss) before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expenses, dividends or other distributions to equity holders, expense associated with revaluation of any warrants, costs associated with acquisitions or dispositions, deferred compensation, management fees, minority interest expense, restructuring charges, impairment and certain segment-specific adjustments, and such other adjustments as may be appropriate to accurately reflect performance, in each case, as determined by the Plan administrator. In July 2024, we granted 22.4 million SARs in accordance with the Plan. Each Award is subject to the employee's continued service through the applicable Vesting Date (as defined in the Plan) and the term of any Stock Appreciation Right shall not exceed seven years. The SARs will vest in four equal tranches upon achieving trailing twelve month Adjusted EBITDA targets of $50.0 million, $60.0 million, $70.0 million, and $80.0 million. Upon exercise, the SARs will be settled in shares of our Class A common stock or in cash at our election. We will assess whether it is probable that the award will vest for each of the four tranches at the end of every reporting period. If and when the award is deemed probable of vesting, we will recognize stock-based compensation expense for the award on a graded basis through the date of vesting. Unvested SARs are forfeited upon termination of service. We use the Black-Scholes option pricing model to estimate the grant date fair value of each SARs award granted under the Plan. The expected term is estimated using the simplified method, which is the midpoint between the vesting date and the contractual term. Volatility is based on a blend of the historical volatility of our common stock and the peer-leveraged volatility. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The following table sets forth the key assumptions used to determine the fair value: Input Risk-free interest rate 4.01% - 4.56% Term (in years) 2.5 - 7.0 Volatility factor 73.18% - 89.76% Dividend yield 0.00% The weighted-average grant date fair value of SARs granted during the three months ended September 30, 2024 was $0.94. A summary of our SARs activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2024 — $ — — $ — Granted 22,446 1.44 Forfeited/canceled (135) 1.44 Outstanding at September 30, 2024 22,311 1.44 5.25 Expected to vest as of September 30, 2024 — $ 1.44 5.25 $ — As of September 30, 2024, we determined that none of the performance conditions related to the SARs are probable of being achieved. Accordingly, no stock-based compensation expense for the three and nine months ended September 30, 2024 was recognized. As of September 30, 2024, the total unrecognized compensation cost related to unvested SARs was $21.0 million.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 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 Just Develop It ("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. Impairment of Protected Upon classifying our Protected business as held for sale as of September 30, 2023, we performed a goodwill impairment test on the Subscription reporting unit, resulting in a goodwill impairment charge of $115.5 million. This impairment was the result of decreases in long-term forecasts due to adverse customer trends and other macroeconomic outcomes. We recorded a further impairment loss of $3.3 million upon the classification of the disposal group as held for sale, for a total impairment charge of $118.8 million that was recorded in the results of discontinued operations for the three and nine months ended September 30, 2023. There was no tax benefit of this charge for the three and nine months ended September 30, 2023. 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 September 30, 2023 Nine Months Ended September 30, 2023 Revenue $ 54,550 $ 151,610 Operating expenses: Cost of revenue (excluding depreciation and amortization) 51,373 126,047 Salaries and benefits 10,144 36,738 Selling, general, and administrative 6,796 11,507 Depreciation and amortization 8,385 26,729 Impairment of goodwill 115,483 115,483 Impairment of assets held for sale 3,276 3,276 Total operating expenses 195,457 319,780 Operating loss (140,907) (168,170) Other (income) expense, net (47) 10 Loss from discontinued operations before income taxes (140,860) (168,180) Income tax benefit (3,651) (4,958) Net loss from discontinued operations $ (137,209) $ (163,222) 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): Nine Months Ended September 30, 2023 Impairment of goodwill $ 115,483 Impairment of assets held for sale 3,276 Depreciation and amortization 26,729 Stock-based compensation 28,716 Capital expenditures 1,451 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 30, 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, 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 nine months ended September 30, 2023 of $4.2 million and $11.9 million, respectively. Office Facilities Protected had an agreement with JDI Property Holdings Limited, 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.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (23,602)	$ (131,490)	$ (60,512)	$ (199,592)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	true
Non-Rule 10b5-1 Arrangement Terminated	false
Termination Date	9/30/2024

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements and related disclosures are prepared in accordance with accounting principles generally accepted in the United States of America ("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 on March 15, 2024.
Principles of Consolidation	The accompanying unaudited condensed consolidated financial statements and related disclosures are prepared in accordance with accounting principles generally accepted in the United States of America ("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 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)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of Revision of Previously Issued Consolidated Financial Statements	The following table reflects the revisions to the previously issued condensed consolidated balance sheet as of September 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Liabilities and Stockholders' Equity Deferred tax liability $ 15,009 $ 338 $ 15,347 (d) Total liabilities 687,066 338 687,404 Stockholders’ Equity / Members’ Deficit Additional paid-in capital $ 849,398 $ 867 $ 850,265 (a) (b) Accumulated deficit (646,242) 7,027 (639,215) (a) (b) (d) Accumulated other comprehensive loss (435) 156 (279) (d) Total stockholders' equity attributable to System1, Inc. $ 202,732 $ 8,050 $ 210,782 Non-controlling interest 37,746 (8,388) 29,358 (b) Total stockholders' equity $ 240,478 $ (338) $ 240,140 Total liabilities and stockholders' equity $ 927,544 $ — $ 927,544 The following tables reflect the revisions to the previously issued condensed consolidated statement of operations for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Salaries and benefits $ 26,689 $ 6 $ 26,695 (a) Total operating expenses 108,666 6 108,672 Operating loss (20,848) (6) (20,854) Loss before income tax $ (27,038) $ (6) $ (27,044) Income tax expense (benefit) (920) (196) (1,116) (d) Net loss from continuing operations (26,118) 190 (25,928) Net loss from discontinued operations, net of tax (137,209) — (137,209) Net loss (163,327) 190 (163,137) Less: Net loss from continuing operations attributable to non-controlling interest (6,328) 247 (6,081) (b) Less: Net loss from discontinued operations attributable to non-controlling interest (25,566) — (25,566) Net loss attributable to System1, Inc. $ (131,433) $ (57) $ (131,490) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (19,790) $ (57) $ (19,847) (a) (b) (d) Net loss from discontinued operations (111,643) — (111,643) Net loss attributable to System1, Inc. $ (131,433) $ (57) $ (131,490) Basic and diluted net loss per share: Continuing operations $ (0.21) $ — $ (0.21) Discontinued operations (1.19) 0.01 (1.18) (b) Basic and diluted net loss per share $ (1.40) $ 0.01 $ (1.39) Weighted average number of shares outstanding - basic and diluted 93,941 418 94,359 (b) Nine Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Salaries and benefits $ 82,484 $ (588) $ 81,896 (a) Total operating expenses 373,349 (588) 372,761 Operating loss (67,498) 588 (66,910) Loss before income tax $ (98,033) $ 588 $ (97,445) Income tax expense (benefit) (10,626) (988) (11,614) (d) Net loss from continuing operations (87,407) 1,576 (85,831) Net loss from discontinued operations, net of tax (163,222) — (163,222) Net loss (250,629) 1,576 (249,053) Less: Net loss from continuing operations attributable to non-controlling interest (19,543) 554 (18,989) (b) Less: Net loss from discontinued operations attributable to non-controlling interest (30,472) — (30,472) Net loss attributable to System1, Inc. $ (200,614) $ 1,022 $ (199,592) Amounts attributable to System1, Inc.: Net loss from continuing operations $ (67,864) $ 1,022 $ (66,842) (a) (b) (d) Net loss from discontinued operations (132,750) — (132,750) Net loss attributable to System1, Inc. $ (200,614) $ 1,022 $ (199,592) Basic and diluted net loss per share: Continuing operations $ (0.73) $ 0.02 $ (0.71) (b) Discontinued operations (1.42) — (1.42) Basic and diluted net loss per share $ (2.15) $ 0.02 $ (2.13) Weighted average number of shares outstanding - basic and diluted 93,281 368 93,649 (b) The following tables reflect the revisions related to the previously issued condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2023 (in thousands): Three Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (163,327) $ 190 $ (163,137) (a) (d) Other comprehensive loss: Foreign currency translation loss (188) — (188) Comprehensive loss (163,515) 190 (163,325) Comprehensive loss attributable to non-controlling interest (31,932) 247 (31,685) (b) Comprehensive loss attributable to System1, Inc. $ (131,583) $ (57) $ (131,640) Nine Months Ended September 30, 2023 As Previously Reported Revision Adjustment As Currently Reported Net loss $ (250,629) $ 1,576 $ (249,053) (a) (d) Other comprehensive loss: Foreign currency translation loss (109) (1) (110) (c) Comprehensive loss (250,738) 1,575 (249,163) Comprehensive loss attributable to non-controlling interest (50,019) 554 (49,465) (b) Comprehensive loss attributable to System1, Inc. $ (200,719) $ 1,021 $ (199,698) The following tables reflect the revisions to the previously issued condensed consolidated statement of changes in stockholders' equity for the nine months ended September 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 $1.6 million, an increase of non-controlling interest of $1.8 million, a reduction in accumulated deficit of $1.0 million and a reduction in additional paid-in-capital of $1.0 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 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 Net loss — — — — — (131,433) — (31,894) (163,327) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 656 — — — (54) — — — (54) 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’ Other comprehensive loss — — — — — — (165) (23) (188) Stock-based compensation — — — — 7,102 — — — 7,102 Balance at September 30, 2023 94,258 $ 9 21,513 $ 2 $ 851,277 $ (640,237) $ (278) $ 27,588 $ 238,361 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 Net loss — — — — — (57) — 247 190 (a) (b) (d) Issuance of restricted stock, net of forfeitures and shares withheld for taxes — — — — 258 — — (258) — (a) (b) Stock-based compensation — — — — (609) — — 615 6 (a) (b) Balance at September 30, 2023 — $ — — $ — $ (1,012) $ 1,022 $ (1) $ 1,770 $ 1,779 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 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’ 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 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 Net loss — — — — — (131,490) — (31,647) (163,137) Issuance of restricted stock, net of forfeitures and shares withheld for taxes 656 — — — 204 — — (258) (54) Other comprehensive loss — — — — — — (165) (23) (188) Stock-based compensation — — — — 6,493 — — 615 7,108 Balance at September 30, 2023 94,258 $ 9 21,513 $ 2 $ 850,265 $ (639,215) $ (279) $ 29,358 $ 240,140 The following table reflects the revisions to the previously issued condensed consolidated statement of cash flows for the nine months ended September 30, 2023 (in thousands): As Previously Reported Revision Adjustment As Currently Reported Cash Flows from Operating Activities Net loss $ (250,629) $ 1,576 $ (249,053) (a) (d) Stock-based compensation 43,909 203 44,112 (a) Deferred tax benefits (18,397) (988) (19,385) (d) Changes in operating assets and liabilities: Accrued expenses and other current liabilities 1,708 (1,779) (71) (c) Other non-current liabilities (4,510) 988 (3,522) (d) Net cash used by operating activities (5,908) — (5,908)

Goodwill, Internal-Use Softwa_2

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internal-use software development costs $ 19,832 $ (5,602) $ 14,230 Intangible assets: Developed technology $ 196,128 $ (131,128) $ 65,000 Trademarks and trade names 236,053 (62,750) 173,303 Software 5,100 (3,297) 1,803 Customer relationships 2,900 (2,000) 900 Total $ 440,181 $ (199,175) $ 241,006 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Amortization expense for internal-use software development $ 1,229 $ 716 $ 3,238 $ 2,112 Amortization expense for intangible assets $ 18,665 $ 18,665 $ 55,995 $ 55,995

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Accrued revenue share $ 26,129 $ 16,365 Accrued payroll and related benefits 14,041 13,751 Accrued marketing expenses 11,816 19,737 Shared-based compensation liability 9,395 — Other current liabilities 9,691 9,461 Accrued expenses and other current liabilities $ 71,072 $ 59,314

Debt, Net (Tables)

Debt, Net (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Term Loan 1, 2 $ 275,574 $ 349,503 Total Debt, net $ 275,574 $ 349,503 _______________ 1 Includes unamortized discount of $9.0 million and $14.7 million and unamortized loan fees of $0.5 million and $0.8 million, as of September 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 $181.0 million and $222.7 million as of September 30, 2024 and December 31, 2023, respectively.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 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): September 30, 2024 December 31, 2023 Level 1 Public Warrants $ 1,217 $ 2,688

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Basic and diluted net loss per share Net loss from continuing operations attributable to System1, Inc. $ (0.34) $ (0.21) $ (0.88) $ (0.71) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (1.18) — (1.42) Basic and diluted net loss per share $ (0.34) $ (1.39) $ (0.88) $ (2.13) Numerator: Net loss from continuing operations attributable to System1, Inc. $ (23,602) $ (19,847) $ (60,512) $ (66,842) Net loss from discontinued operations, net of tax attributable to System1, Inc. — (111,643) — (132,750) Net loss attributable to System1, Inc. $ (23,602) $ (131,490) $ (60,512) $ (199,592) Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 70,045 94,359 69,073 93,649

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following table summarizes revenue by reportable segments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 70,798 $ 66,187 $ 217,224 $ 249,512 Partner Network 18,034 21,631 51,106 56,339 Total revenue $ 88,832 $ 87,818 $ 268,330 $ 305,851 The following table summarizes Adjusted gross profit by reportable segments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Owned and Operated Advertising $ 26,406 $ 23,886 $ 76,246 $ 81,314 Partner Network 13,053 15,312 37,462 40,337 Adjusted gross profit 39,459 39,198 113,708 121,651 Other cost of revenue 1,798 1,965 6,045 5,995 Salaries and benefits 29,177 26,695 87,597 81,896 Selling, general, and administrative 10,172 11,808 36,889 42,004 Depreciation and amortization 20,128 19,584 59,875 58,666 Interest expense, net 7,957 13,053 23,798 36,789 (Gain) loss from debt extinguishment — 619 (20,109) 619 Change in fair value of warrant liabilities 281 (7,482) (1,471) (6,873) Loss before income tax $ (30,054) $ (27,044) $ (78,916) $ (97,445)
Schedule of Revenues Disaggregated by Geographic Region	The following table summarizes revenue by geographic region (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 United States $ 85,216 $ 81,512 $ 258,113 $ 292,122 Other countries 3,616 6,306 10,217 13,729 Total revenue $ 88,832 $ 87,818 $ 268,330 $ 305,851

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock-based compensation expense $ 3,783 $ 5,267 $ 11,196 $ 15,393
Schedule Of Share Based Payment Award Other Than Options Valuation Assumptions	The following table sets forth the key assumptions used to determine the fair value: Input Risk-free interest rate 4.01% - 4.56% Term (in years) 2.5 - 7.0 Volatility factor 73.18% - 89.76% Dividend yield 0.00%
Share-Based Payment Arrangement, Option and Stock Appreciation Rights, Activity	A summary of our SARs activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2024 — $ — — $ — Granted 22,446 1.44 Forfeited/canceled (135) 1.44 Outstanding at September 30, 2024 22,311 1.44 5.25 Expected to vest as of September 30, 2024 — $ 1.44 5.25 $ —

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 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 September 30, 2023 Nine Months Ended September 30, 2023 Revenue $ 54,550 $ 151,610 Operating expenses: Cost of revenue (excluding depreciation and amortization) 51,373 126,047 Salaries and benefits 10,144 36,738 Selling, general, and administrative 6,796 11,507 Depreciation and amortization 8,385 26,729 Impairment of goodwill 115,483 115,483 Impairment of assets held for sale 3,276 3,276 Total operating expenses 195,457 319,780 Operating loss (140,907) (168,170) Other (income) expense, net (47) 10 Loss from discontinued operations before income taxes (140,860) (168,180) Income tax benefit (3,651) (4,958) Net loss from discontinued operations $ (137,209) $ (163,222) 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): Nine Months Ended September 30, 2023 Impairment of goodwill $ 115,483 Impairment of assets held for sale 3,276 Depreciation and amortization 26,729 Stock-based compensation 28,716 Capital expenditures 1,451

Organization and Description _2

Organization and Description of Business (Details) - segment	9 Months Ended
	Sep. 30, 2024	Aug. 01, 2024
Noncontrolling Interest [Line Items]
Number of reportable segments	2
S1 Holdco, LLC
Noncontrolling Interest [Line Items]
Ownership percentage		100%
S1 Media, LLC
Noncontrolling Interest [Line Items]
Ownership percentage		100%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital	$ (858,740)		$ (858,740)		$ (843,112)
Salaries and benefits	29,177	$ 26,695	87,597	$ 81,896
Net income (loss)	$ 23,602	131,490	$ 60,512	199,592
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		(867)		(867)
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits		6		(588)
Net income (loss)		$ 57		(1,022)
Revision of Prior Period, Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net income (loss)				1,600
Reduction of noncontrolling interest				1,800
Decrease in accumulated deficit				1,000
Decrease in additional paid-in-capital				$ 1,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current liabilities:
Deferred tax liability	$ 6,726			$ 8,307
Total liabilities	376,467			436,155
Stockholders’ Equity / Members’ Deficit
Additional paid-in capital	858,740			843,112
Accumulated deficit	(768,174)			(707,662)
Accumulated other comprehensive loss	(262)			(181)
Total stockholders' equity attributable to System1, Inc.	90,313			135,278
Non-controlling interest	12,533			34,037
Total stockholders' equity	102,846	$ 129,279	$ 160,405	169,315	$ 240,140	$ 396,411	$ 433,959	$ 470,671
Total liabilities and stockholders' equity	$ 479,313			$ 605,470
As Previously Reported
Current liabilities:
Deferred tax liability					15,009
Total liabilities					687,066
Stockholders’ Equity / Members’ Deficit
Additional paid-in capital					849,398
Accumulated deficit					(646,242)
Accumulated other comprehensive loss					(435)
Total stockholders' equity attributable to System1, Inc.					202,732
Non-controlling interest					37,746
Total stockholders' equity					240,478
Total liabilities and stockholders' equity					927,544
Revision Adjustment
Current liabilities:
Deferred tax liability					338
Total liabilities					338
Stockholders’ Equity / Members’ Deficit
Additional paid-in capital					867
Accumulated deficit					7,027
Accumulated other comprehensive loss					156
Total stockholders' equity attributable to System1, Inc.					8,050
Non-controlling interest					(8,388)
Total stockholders' equity					(338)
Total liabilities and stockholders' equity					0
As Currently Reported
Current liabilities:
Deferred tax liability					15,347
Total liabilities					687,404
Stockholders’ Equity / Members’ Deficit
Additional paid-in capital					850,265
Accumulated deficit					(639,215)
Accumulated other comprehensive loss					(279)
Total stockholders' equity attributable to System1, Inc.					210,782
Non-controlling interest					29,358
Total stockholders' equity					240,140
Total liabilities and stockholders' equity					$ 927,544

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						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits	$ 29,177			$ 26,695			$ 87,597	$ 81,896
Total operating expenses	110,648			108,672			345,028	372,761
Operating loss	(21,816)			(20,854)			(76,698)	(66,910)
Loss before income tax	(30,054)			(27,044)			(78,916)	(97,445)
Income tax expense (benefit)	585			(1,116)			359	(11,614)
Net loss from continuing operations	(30,639)			(25,928)			(79,275)	(85,831)
Net loss from discontinued operations, net of tax	0			(137,209)			0	(163,222)
Net loss	(30,639)	$ (34,845)	$ (13,791)	(163,137)	$ (42,991)	$ (42,926)	(79,275)	(249,053)
Less: Net loss from continuing operations attributable to non-controlling interest	(7,037)			(6,081)			(18,763)	(18,989)
Less: Net loss from discontinued operations attributable to non-controlling interest	0			(25,566)			0	(30,472)
Net loss attributable to System1, Inc.	(23,602)			(131,490)			(60,512)	(199,592)
Net loss from continuing operations	(23,602)			(19,847)			(60,512)	(66,842)
Net loss from discontinued operations	$ 0			$ (111,643)			$ 0	$ (132,750)
Basic net loss per share, continuing operations (in dollars per share)	$ (0.34)			$ (0.21)			$ (0.88)	$ (0.71)
Diluted net loss per share, continuing operations (in dollars per share)	(0.34)			(0.21)			(0.88)	(0.71)
Basic net loss per share, discontinued operations (in dollars per share)	0			(1.18)			0	(1.42)
Diluted net loss per share, discontinued operations (in dollars per share)	0			(1.18)			0	(1.42)
Basic net loss per share (in dollars per share)	(0.34)			(1.39)			(0.88)	(2.13)
Diluted net loss per share (in dollars per share)	$ (0.34)			$ (1.39)			$ (0.88)	$ (2.13)
Weighted average number of shares outstanding - basic (in shares)	70,045			94,359			69,073	93,649
Weighted average number of shares outstanding - diluted (in shares)	70,045			94,359			69,073	93,649
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits				$ 26,689				$ 82,484
Total operating expenses				108,666				373,349
Operating loss				(20,848)				(67,498)
Loss before income tax				(27,038)				(98,033)
Income tax expense (benefit)				(920)				(10,626)
Net loss from continuing operations				(26,118)				(87,407)
Net loss from discontinued operations, net of tax				(137,209)				(163,222)
Net loss				(163,327)	(44,177)	(43,126)		(250,629)
Less: Net loss from continuing operations attributable to non-controlling interest				(6,328)				(19,543)
Less: Net loss from discontinued operations attributable to non-controlling interest				(25,566)				(30,472)
Net loss attributable to System1, Inc.				(131,433)				(200,614)
Net loss from continuing operations				(19,790)				(67,864)
Net loss from discontinued operations				$ (111,643)				$ (132,750)
Basic net loss per share, continuing operations (in dollars per share)				$ (0.21)				$ (0.73)
Diluted net loss per share, continuing operations (in dollars per share)				(0.21)				(0.73)
Basic net loss per share, discontinued operations (in dollars per share)				(1.19)				(1.42)
Diluted net loss per share, discontinued operations (in dollars per share)				(1.19)				(1.42)
Basic net loss per share (in dollars per share)				(1.40)				(2.15)
Diluted net loss per share (in dollars per share)				$ (1.40)				$ (2.15)
Weighted average number of shares outstanding - basic (in shares)				93,941				93,281
Weighted average number of shares outstanding - diluted (in shares)				93,941				93,281
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Salaries and benefits				$ 6				$ (588)
Total operating expenses				6				(588)
Operating loss				(6)				588
Loss before income tax				(6)				588
Income tax expense (benefit)				(196)				(988)
Net loss from continuing operations				190				1,576
Net loss from discontinued operations, net of tax				0				0
Net loss				190	$ 1,186	$ 200		1,576
Less: Net loss from continuing operations attributable to non-controlling interest				247				554
Less: Net loss from discontinued operations attributable to non-controlling interest				0				0
Net loss attributable to System1, Inc.				(57)				1,022
Net loss from continuing operations				(57)				1,022
Net loss from discontinued operations				$ 0				$ 0
Basic net loss per share, continuing operations (in dollars per share)				$ 0				$ 0.02
Diluted net loss per share, continuing operations (in dollars per share)				0				0.02
Basic net loss per share, discontinued operations (in dollars per share)				0.01				0
Diluted net loss per share, discontinued operations (in dollars per share)				0.01				0
Basic net loss per share (in dollars per share)				0.01				0.02
Diluted net loss per share (in dollars per share)				$ 0.01				$ 0.02
Weighted average number of shares outstanding - basic (in shares)				418				368
Weighted average number of shares outstanding - diluted (in shares)				418				368

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (30,639)	$ (34,845)	$ (13,791)	$ (163,137)	$ (42,991)	$ (42,926)	$ (79,275)	$ (249,053)
Foreign currency translation loss	(44)			(188)			(275)	(110)
Comprehensive loss	(30,683)			(163,325)			(79,550)	(249,163)
Comprehensive loss attributable to non-controlling interest	(7,114)			(31,685)			(18,957)	(49,465)
Comprehensive loss attributable to System1, Inc.	$ (23,569)			(131,640)			$ (60,593)	(199,698)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss				(163,327)	(44,177)	(43,126)		(250,629)
Foreign currency translation loss				(188)				(109)
Comprehensive loss				(163,515)				(250,738)
Comprehensive loss attributable to non-controlling interest				(31,932)				(50,019)
Comprehensive loss attributable to System1, Inc.				(131,583)				(200,719)
Revision Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss				190	$ 1,186	$ 200		1,576
Foreign currency translation loss				0				(1)
Comprehensive loss				190				1,575
Comprehensive loss attributable to non-controlling interest				247				554
Comprehensive loss attributable to System1, Inc.				$ (57)				$ 1,021

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						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 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	$ 129,279	$ 160,405	$ 169,315	$ 396,411	$ 433,959	$ 470,671	$ 169,315	$ 470,671
Net loss	(30,639)	(34,845)	(13,791)	(163,137)	(42,991)	(42,926)	(79,275)	(249,053)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(20)	(24)	(991)	(54)	(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)	(44)	(96)	(135)	(188)	186	(109)
Stock-based compensation	4,270	3,871	4,405	7,108	5,571	7,161
Ending balance	102,846	129,279	160,405	240,140	396,411	433,959	102,846	240,140	$ 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	854,270	850,202	843,112	843,568	838,745	831,566	843,112	831,566
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	288	284	178	204	(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	4,182	3,784	4,317	6,493	4,956	6,203
Ending balance	858,740	854,270	850,202	850,265	843,568	838,745	858,740	850,265	831,566
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(744,572)	(718,199)	(707,662)	(507,725)	(473,424)	(439,296)	(707,662)	(439,296)
Net loss	(23,602)	(26,373)	(10,537)	(131,490)	(34,301)	(33,802)
Ending balance	(768,174)	(744,572)	(718,199)	(639,215)	(507,725)	(473,424)	(768,174)	(639,215)	(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	(295)	(271)	(181)	(114)	(322)	(260)	(181)	(260)
Other comprehensive income (loss)	33	(24)	(90)	(165)	208	(62)
Ending balance	(262)	(295)	(271)	(279)	(114)	(322)	(262)	(279)	(260)
Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	19,867	28,664	34,037	60,671	68,949	78,650	34,037	78,650
Net loss	(7,037)	(8,472)	(3,254)	(31,647)	(8,690)	(9,124)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(308)	(308)	(1,169)	(258)	(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)	(77)	(72)	(45)	(23)	(22)	(47)
Stock-based compensation	88	87	88	615	615	958
Ending balance	$ 12,533	$ 19,867	$ 28,664	$ 29,358	$ 60,671	$ 68,949	$ 12,533	$ 29,358	$ 78,650
Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	69,255	68,632	65,855	93,602	93,147	91,674	65,855	91,674
Beginning balance	$ 7	$ 7	$ 7	$ 9	$ 9	$ 9	$ 7	$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)	1,205	623	1,498	656	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)	70,460	69,255	68,632	94,258	93,602	93,147	70,460	94,258	91,674
Ending balance	$ 7	$ 7	$ 7	$ 9	$ 9	$ 9	$ 7	$ 9	$ 9
Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	21,204	21,204	21,513	21,513	21,513	21,747	21,513	21,747
Beginning balance	$ 2	$ 2	$ 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	21,204	21,513	21,513	21,513	21,204	21,513	21,747
Ending balance	$ 2	$ 2	$ 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				394,828	433,561	470,671		470,671
Net loss				(163,327)	(44,177)	(43,126)		(250,629)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				(54)	(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)				(188)	187	(109)
Stock-based compensation				7,102	5,571	6,963
Ending balance				238,361	394,828	433,561		238,361	$ 470,671
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				844,229	838,972	831,566		831,566
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				(54)	(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				7,102	5,571	6,963
Ending balance				851,277	844,229	838,972		851,277	831,566
As Previously Reported | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(508,804)	(473,574)	(439,296)		(439,296)
Net loss				(131,433)	(35,230)	(33,952)
Ending balance				(640,237)	(508,804)	(473,574)		(640,237)	(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				(113)	(322)	(260)		(260)
Other comprehensive income (loss)				(165)	209	(62)
Ending balance				(278)	(113)	(322)		(278)	(260)
As Previously Reported | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				59,505	68,474	78,650		78,650
Net loss				(31,894)	(8,947)	(9,174)
Conversion of Class C shares to Class A shares						(955)
Other comprehensive income (loss)				(23)	(22)	(47)
Ending balance				$ 27,588	$ 59,505	$ 68,474		$ 27,588	$ 78,650
As Previously Reported | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)				93,602	93,147	91,674		91,674
Beginning balance				$ 9	$ 9	$ 9		$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)				656	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)				94,258	93,602	93,147		94,258	91,674
Ending balance				$ 9	$ 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	21,513	21,747		21,747
Beginning balance				$ 2	$ 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		21,513	21,747
Ending balance				$ 2	$ 2	$ 2		$ 2	$ 2
Revision Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				1,583	398
Net loss				190	1,186	200		1,576
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				0	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				6	0	198
Ending balance				1,779	1,583	398		1,779
Revision Adjustment | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(661)	(227)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				258	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				(609)	(615)	(760)
Ending balance				(1,012)	(661)	(227)		(1,012)
Revision Adjustment | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				1,079	150
Net loss				(57)	929	150
Ending balance				1,022	1,079	150		1,022
Revision Adjustment | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(1)	0
Other comprehensive income (loss)					(1)
Ending balance				(1)	(1)	0		(1)
Revision Adjustment | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				1,166	475
Net loss				247	257	50
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				(258)	(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	615	958
Ending balance				$ 1,770	$ 1,166	$ 475		$ 1,770
Revision Adjustment | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)				0	0
Beginning balance				$ 0	$ 0
Ending balance (in shares)				0	0	0		0
Ending balance				$ 0	$ 0	$ 0		$ 0
Revision Adjustment | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)				0	0
Beginning balance				$ 0	$ 0
Ending balance (in shares)				0	0	0		0
Ending balance				$ 0	$ 0	$ 0		$ 0
As Currently 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				396,411	433,959
Net loss				(163,137)	(42,991)	(42,926)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				(54)	(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)				(188)	186	(109)
Stock-based compensation				7,108	5,571	7,161
Ending balance				240,140	396,411	433,959		240,140
As Currently Reported | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance						(326)		(326)
Ending balance									$ (326)
As Currently Reported | Additional Paid-In-Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				843,568	838,745
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				204	(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				6,493	4,956	6,203
Ending balance				850,265	843,568	838,745		850,265
As Currently Reported | Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(507,725)	(473,424)
Net loss				(131,490)	(34,301)	(33,802)
Ending balance				(639,215)	(507,725)	(473,424)		(639,215)
As Currently Reported | Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance						(326)		(326)
Ending balance									$ (326)
As Currently Reported | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				(114)	(322)
Other comprehensive income (loss)				(165)	208	(62)
Ending balance				(279)	(114)	(322)		(279)
As Currently Reported | Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance				60,671	68,949
Net loss				(31,647)	(8,690)	(9,124)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes				(258)	(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)				(23)	(22)	(47)
Stock-based compensation				615	615	958
Ending balance				$ 29,358	$ 60,671	$ 68,949		$ 29,358
As Currently Reported | Class A Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)				93,602	93,147
Beginning balance				$ 9	$ 9
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)				656	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)				94,258	93,602	93,147		94,258
Ending balance				$ 9	$ 9	$ 9		$ 9
As Currently Reported | Class C Common Stock | Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)				21,513	21,513
Beginning balance				$ 2	$ 2
Conversion of Class C shares to Class A shares (in shares)						(234)
Ending balance (in shares)				21,513	21,513	21,513		21,513
Ending balance				$ 2	$ 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						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (30,639)	$ (34,845)	$ (13,791)	$ (163,137)	$ (42,991)	$ (42,926)	$ (79,275)	$ (249,053)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation							11,194	44,112
Deferred tax benefits							(1,581)	(19,385)
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities							5,671	(71)
Other non-current liabilities							(1,228)	(3,522)
Net cash used in operating activities							$ (6,027)	(5,908)
As Previously Reported
Cash Flows from Operating Activities
Net loss				(163,327)	(44,177)	(43,126)		(250,629)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation								43,909
Deferred tax benefits								(18,397)
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities								1,708
Other non-current liabilities								(4,510)
Net cash used in operating activities								(5,908)
Revision Adjustment
Cash Flows from Operating Activities
Net loss				$ 190	$ 1,186	$ 200		1,576
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation								203
Deferred tax benefits								(988)
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities								(1,779)
Other non-current liabilities								988
Net cash used in operating activities								$ 0

Summary of Significant Accou_10

Summary of Significant Accounting Policies - Risks (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) contract	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) contract	Sep. 30, 2023 USD ($)
Product Information [Line Items]
Revenue	$ 88,832	$ 87,818	$ 268,330	$ 305,851
Advertising Partner Risk
Product Information [Line Items]
Revenue			6,600
Sales returns, allowance, and discounts			$ 5,800
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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 82,407		$ 82,407
Goodwill impairment loss	0	$ 0
Internal-use software development costs	4,500		$ 3,500
Impairment of intangible assets	0	0
Computer software impairments	$ 0	$ 0

Goodwill, Internal-Use Softwa_4

Goodwill, Internal-Use Software Development Costs, Net, and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 19,832	$ 13,788
Accumulated Amortization	(5,602)	(2,363)
Net Carrying Amount	14,230	11,425
Gross Carrying Amount	440,181	440,181
Accumulated Amortization	(199,175)	(143,180)
Net Carrying Amount	241,006	297,001
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	196,128	196,128
Accumulated Amortization	(131,128)	(94,354)
Net Carrying Amount	65,000	101,774
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	236,053	236,053
Accumulated Amortization	(62,750)	(45,050)
Net Carrying Amount	173,303	191,003
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,100	5,100
Accumulated Amortization	(3,297)	(2,341)
Net Carrying Amount	1,803	2,759
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,900	2,900
Accumulated Amortization	(2,000)	(1,435)
Net Carrying Amount	$ 900	$ 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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for internal-use software development	$ 1,229	$ 716	$ 3,238	$ 2,112
Amortization expense for intangible assets	$ 18,665	$ 18,665	$ 55,995	$ 55,995

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued revenue share	$ 26,129	$ 16,365
Accrued payroll and related benefits	14,041	13,751
Accrued marketing expenses	11,816	19,737
Shared-based compensation liability	9,395	0
Other current liabilities	9,691	9,461
Accrued expenses and other current liabilities	$ 71,072	$ 59,314

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Narrative (Details) - CouponFollow Incentive Plan shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) shares
Other Commitments [Line Items]
Liabilities recognized	$ 9.4	$ 9.4
Long-term liability	6.7	6.7
Incentive plan	21.3	21.3
Cash EBITDA		3.3
Recognized fixed amount	$ 0.8	$ 2.5
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				9 Months Ended		42 Months Ended
	Apr. 30, 2024	Jan. 17, 2024	Jan. 27, 2022	Dec. 31, 2026	Sep. 30, 2024	Dec. 31, 2025
Debt Instrument [Line Items]
Period of financial report distribution to lender					120 days
Additional remediate period					30 days
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					$ 285.1
Debt instrument, discount percentage					64.12%
Term Loan | Revolving Credit Facility
Debt Instrument [Line Items]
Principle amount					$ 64.9
Debt instrument, repurchase amount					41.6
Debt outstanding amount	$ 295	$ 301.3
Estimated gain on the repurchase					$ 20.1
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	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total Debt, net	$ 275,574	$ 349,503
Unamortized discount	9,000	14,700
Loan fees	500	800
Fair Value, Inputs, Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	181,000	222,700
Term Loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Debt, net	$ 275,574	$ 349,503

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Examination [Line Items]
Income tax expense (benefit)	$ 585	$ (1,116)	$ 359	$ (11,614)
Effective income tax rate reconciliation, (percent)	(2.00%)	4.10%	(0.50%)	11.90%
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	Sep. 30, 2024	Jun. 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	$ 8

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 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	$ 1,217	$ 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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss from continuing operations attributable to System1, Inc., basic (in dollars per share)	$ (0.34)	$ (0.21)	$ (0.88)	$ (0.71)
Net loss from continuing operations attributable to System1, Inc., diluted (in dollars per share)	(0.34)	(0.21)	(0.88)	(0.71)
Net loss from discontinued operations, net of tax attributable to System1, Inc., basic (in dollars per share)	0	(1.18)	0	(1.42)
Net loss from discontinued operations, net of tax attributable to System1, Inc., diluted (in dollars per share)	0	(1.18)	0	(1.42)
Basic net loss per share (in dollars per share)	(0.34)	(1.39)	(0.88)	(2.13)
Diluted net loss per share (in dollars per share)	$ (0.34)	$ (1.39)	$ (0.88)	$ (2.13)
Numerator:
Net loss from continuing operations attributable to System1, Inc.	$ (23,602)	$ (19,847)	$ (60,512)	$ (66,842)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	0	(111,643)	0	(132,750)
Net loss attributable to System1, Inc.	$ (23,602)	$ (131,490)	$ (60,512)	$ (199,592)
Denominator:
Weighted-average common shares outstanding used in computing basic net loss per share (in shares)	70,045	94,359	69,073	93,649
Weighted-average common shares outstanding used in computing diluted net loss per share (in shares)	70,045	94,359	69,073	93,649

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock Appreciation Rights (SARs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	22.3		22.3
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)	9 Months Ended
	Sep. 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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 88,832	$ 87,818	$ 268,330	$ 305,851
Adjusted gross profit	39,459	39,198	113,708	121,651
Other cost of revenue	1,798	1,965	6,045	5,995
Salaries and benefits	29,177	26,695	87,597	81,896
Selling, general, and administrative	10,172	11,808	36,889	42,004
Depreciation and amortization	20,128	19,584	59,875	58,666
Interest expense, net	7,957	13,053	23,798	36,789
(Gain) loss from debt extinguishment	0	619	(20,109)	619
Change in fair value of warrant liabilities	281	(7,482)	(1,471)	(6,873)
Loss before income tax	(30,054)	(27,044)	(78,916)	(97,445)
Owned and Operated Advertising
Segment Reporting Information [Line Items]
Total revenue	70,798	66,187	217,224	249,512
Adjusted gross profit	26,406	23,886	76,246	81,314
Partner Network
Segment Reporting Information [Line Items]
Total revenue	18,034	21,631	51,106	56,339
Adjusted gross profit	$ 13,053	$ 15,312	$ 37,462	$ 40,337

Segment Reporting - Schedule _2

Segment Reporting - Schedule of Revenues Disaggregated by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 88,832	$ 87,818	$ 268,330	$ 305,851
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	85,216	81,512	258,113	292,122
Other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 3,616	$ 6,306	$ 10,217	$ 13,729

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 3,783	$ 5,267	$ 11,196	$ 15,393

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 3,783,000	$ 5,267,000	$ 11,196,000	$ 15,393,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights granted (in shares)	22,400,000			22,446,000
Vesting period	7 years
Weighted average stock appreciation rights granted (in dollars per share)		$ 0.94
Stock-based compensation expense		$ 0
Unrecognized stock-based compensation expense		$ 21,000,000		$ 21,000,000
Stock Appreciation Rights (SARs) | Tranche I SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights, outstanding	$ 50,000,000
Stock Appreciation Rights (SARs) | Tranche II SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights, outstanding	60,000,000
Stock Appreciation Rights (SARs) | Tranche III SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights, outstanding	70,000,000
Stock Appreciation Rights (SARs) | Tranche IV SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock appreciation rights, outstanding	$ 80,000,000
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

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of Determination Of Fair Value (Details) - Stock Appreciation Rights (SARs)	9 Months Ended
	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.01%
Term (in years)	2 years 6 months
Volatility factor	73.18%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.56%
Term (in years)	7 years
Volatility factor	89.76%

Stock-Based Compensation - Su_3

Stock-Based Compensation - Summary of SARs Activity (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended	9 Months Ended
	Jul. 31, 2024	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Outstanding at January 1, 2024 (in shares)		0
Granted (in shares)	22,400	22,446
Forfeited/canceled (in shares)		(135)
Outstanding at September 30, 2024 (in shares)		22,311
Stock appreciation rights expected to vest, Number of shares at September 30, 2024 (in shares)		0
Stock Appreciation Rights Weighted Average Exercise Price
Shares outstanding, Weighted average exercise price at January 1, 2024 (in dollars per share)		$ 0
Granted, Weighted average exercise price (in dollars per share)		1.44
Forfeited/canceled, Weighted average exercise price (in dollars per share)		1.44
Shares outstanding, Weighted average exercise price at September 30, 2024 (in dollars per share)		1.44
Stock appreciation rights expected to vest, Weighted Average Exercise Price at September 30, 2024 (in dollars per share)		$ 1.44
Shares outstanding, Weighted average remaining contractual life (in years)		5 years 3 months
Stock appreciation rights expected to vest, Weighted Average Remaining Contractual Life at September 30, 2024 (in years)		5 years 3 months
Shares outstanding, Aggregate intrinsic value
Stock appreciation rights expected to vest, Aggregate Intrinsic Value at September 30, 2024		$ 0

Discontinued Operations - Narra

Discontinued Operations - Narrative (Details) $ / shares in Units, $ in Thousands, £ in Millions		3 Months Ended	9 Months Ended
	Aug. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 GBP (£)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Goodwill impairment loss			$ 0		$ 0
Impairment of assets held for sale			$ 0		3,276
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			70,460,000			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		$ 4,200			11,900
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	$ 10,000
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	$ 100,000
Cash rewards	$ 20,000
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale							$ 240,000
Common stock outstanding (in shares) | shares							29,100,000
Goodwill impairment loss		115,500			115,500
Impairment of assets held for sale		3,300			3,300
Total impairment charges		$ 118,800			$ 118,800
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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations	$ 0	$ (111,643)	$ 0	$ (132,750)
JDIL | Discontinued Operations, Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue		54,550		151,610
Cost of revenue (excluding depreciation and amortization)		51,373		126,047
Salaries and benefits		10,144		36,738
Selling, general, and administrative		6,796		11,507
Depreciation and amortization		8,385		26,729
Impairment of goodwill		115,483		115,483
Impairment of assets held for sale		3,276		3,276
Total operating expenses		195,457		319,780
Operating loss		(140,907)		(168,170)
Other (income) expense, net		(47)		10
Loss from discontinued operations before income taxes		(140,860)		(168,180)
Income tax benefit		(3,651)		(4,958)
Net loss from discontinued operations		$ (137,209)		$ (163,222)

Discontinued Operations - Depre

Discontinued Operations - Depreciation, Amortization, Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation expense	$ 3,783	$ 5,267	$ 11,196	$ 15,393
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]
Impairment of goodwill		115,483		$ 115,483
Impairment of assets held for sale		3,276		3,276
Depreciation and amortization		$ 8,385		26,729
Stock-based compensation expense				28,716
Capital expenditures				$ 1,451