System1 (SST) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 02, 2023
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Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	Marina Del Rey
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	2023
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		94,411,940
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		21,512,757

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 4,853	$ 8,905
Restricted cash, current	3,370	5,717
Accounts receivable, net of allowance for credit losses	59,393	80,428
Prepaid expenses and other current assets	10,045	11,166
Current assets held for sale from discontinued operations	12,866	20,292
Total current assets	90,527	126,508
Restricted cash, non-current	4,409	5,395
Property and equipment, net	3,238	3,162
Internal-use software development costs, net	11,334	6,948
Intangible assets, net	315,666	371,661
Goodwill	82,407	82,407
Operating lease right-of-use assets	5,154	6,484
Other non-current assets	577	2,812
Assets held for sale from discontinued operations	414,232	555,069
Total assets	927,544	1,160,446
Current liabilities:
Accrued expenses and other current liabilities	65,851	84,990
Operating lease liabilities, current	2,284	2,149
Debt, net	15,205	15,021
Current liabilities held for sale from discontinued operations	116,572	101,418
Total current liabilities	237,691	210,285
Long-term debt, net	388,068	399,504
Warrant liability	925	7,798
Deferred tax liability	15,009	28,059
Operating lease liabilities, non-current	4,143	5,875
Other liabilities	2,686	1,661
Liabilities held for sale from discontinued operations	38,544	34,476
Total liabilities	687,066	687,658
Commitments and contingencies (Note 8)
STOCKHOLDERS’ EQUITY
Additional paid-in capital	849,398	829,687
Accumulated deficit	(646,242)	(445,301)
Accumulated other comprehensive loss	(435)	(417)
Total stockholders’ equity attributable to System1, Inc.	202,732	383,980
Non-controlling interest	37,746	88,808
Total stockholders’ equity	240,478	472,788
Total liabilities and stockholders’ equity	927,544	1,160,446
Nonrelated Party
Current liabilities:
Accounts payable	10,604	6,707
Related Party
Current liabilities:
Accounts payable	27,175	0
Class A Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	9	9
Class C Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	$ 2	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	94,258,000	91,674,000
Common stock outstanding (in shares)	94,258,000	91,674,000
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock issued (in shares)	21,513,000	21,747,000
Common stock outstanding (in shares)	21,513,000	21,747,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 52,712	$ 87,818	$ 156,895	$ 472,158	$ 305,851
Operating expenses:
Cost of revenue (excluding depreciation and amortization)	41,507	50,585	111,217	341,693	190,195
Salaries and benefits	31,181	26,689	30,270	106,340	82,484
Selling, general, and administrative	15,665	11,808	11,572	36,962	42,004
Depreciation and amortization	1,000	19,584	18,923	50,369	58,666
Impairment of goodwill	0	0	340,109	340,109	0
Total operating expenses	89,353	108,666	512,091	875,473	373,349
Operating loss	(36,641)	(20,848)	(355,196)	(403,315)	(67,498)
Other (income) expense:
Interest expense, net	1,049	13,053	9,733	21,987	36,789
Loss on restructure of related-party debt	0	619	0	0	619
Change in fair value of warrant liabilities	0	(7,482)	4,489	14,111	(6,873)
Total other expense	1,049	6,190	14,222	36,098	30,535
Loss before income tax	(37,690)	(27,038)	(369,418)	(439,413)	(98,033)
Income tax benefit	(629)	(920)	(69,796)	(84,341)	(10,626)
Net loss from continuing operations	(37,061)	(26,118)	(299,622)	(355,072)	(87,407)
Net loss from discontinued operations, net of tax	0	(137,209)	(14,077)	(35,849)	(163,222)
Net loss attributable to System1, Inc.	(37,061)	(163,327)	(313,699)	(390,921)	(250,629)
Less: Net loss from continuing operations attributable to noncontrolling interest	0	(6,328)	(69,269)	(80,336)	(19,543)
Less: Net loss from discontinued operations attributable to noncontrolling interest	0	(25,566)	(2,733)	(7,082)	(30,472)
Net loss from continuing operations	(37,061)	(19,790)	(230,353)	(274,736)	(67,864)
Net loss from discontinued operations, net of tax	0	(111,643)	(11,344)	(28,767)	(132,750)
Net loss attributable to System1, Inc.	$ (37,061)	$ (131,433)	$ (241,697)	$ (303,503)	$ (200,614)
Basic net loss per share, continuing operations (in dollars per share)		$ (0.21)	$ (2.53)	$ (3.11)	$ (0.73)
Diluted net loss per share, continuing operations (in dollars per share)		(0.21)	(2.53)	(3.11)	(0.73)
Basic net loss per share, discontinued operations (in dollars per share)		(1.19)	(0.13)	(0.32)	(1.42)
Diluted net loss per share, discontinued operations (in dollars per share)		(1.19)	(0.13)	(0.32)	(1.42)
Basic net loss per share (in dollars per share)		(1.40)	(2.66)	(3.43)	(2.15)
Diluted net loss per share (in dollars per share)		$ (1.40)	$ (2.66)	$ (3.43)	$ (2.15)
Weighted average shares outstanding - basic (in shares)		93,941	91,002	88,397	93,281
Weighted average shares outstanding - diluted (in shares)		93,941	91,002	88,397	93,281
Basic net loss per unit (in dollars per share)	$ (1.81)
Diluted net loss per unit (in dollars per share)	$ (1.81)
Weighted average units outstanding - basic (in shares)	20,488
Weighted average units outstanding - diluted (in shares)	20,488

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (37,061)	$ (163,327)	$ (313,699)	$ (390,921)	$ (250,629)
Other comprehensive income (loss):
Foreign currency translation income (loss)	87	(188)	297	(124)	(109)
Comprehensive loss	(36,974)	(163,515)	(313,402)	(391,045)	(250,738)
Comprehensive loss attributable to non-controlling interest	0	(31,932)	(72,001)	(87,356)	(50,019)
Comprehensive loss attributable to System1, Inc.	$ (36,974)	$ (131,583)	$ (241,401)	$ (303,689)	$ (200,719)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Previously Reported	Revision of Prior Period, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock Class A Common Stock	Common Stock Class A Common Stock Previously Reported	Common Stock Class A Common Stock Revision of Prior Period, Adjustment	Common Stock Class A Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock Class C Common Stock	Common Stock Class C Common Stock Previously Reported	Common Stock Class C Common Stock Revision of Prior Period, Adjustment	Common Stock Class C Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock Class D Common Stock	Common Stock Class D Common Stock Previously Reported	Common Stock Class D Common Stock Revision of Prior Period, Adjustment	Common Stock Class D Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-In-Capital	Additional Paid-In-Capital Previously Reported	Additional Paid-In-Capital Revision of Prior Period, Adjustment	Additional Paid-In-Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit Previously Reported	Accumulated Deficit Revision of Prior Period, Adjustment	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Previously Reported	Accumulated Other Comprehensive Income (Loss) Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income (Loss) Cumulative Effect, Period of Adoption, Adjusted Balance	Non-Controlling Interest	Non-Controlling Interest Previously Reported	Non-Controlling Interest Revision of Prior Period, Adjustment	Non-Controlling Interest Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance (in shares) at Jan. 26, 2022							51,750	29,017	80,767		0	22,077	22,077		0	1,450	1,450
Beginning balance at Jan. 26, 2022			$ 466,211	$ 347,055	$ 813,266		$ 5	$ 3	$ 8		$ 0	$ 2	$ 2		$ 0	$ 0	$ 0		$ 574,003	$ 148,359	$ 722,362			$ (107,797)	$ 0	$ (107,797)		$ 0	$ 0	$ 0		$ 0	$ 198,691	$ 198,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (43,378)																					$ (36,069)									$ (7,309)
Issuance of common stock in connection with Merger, net of offering costs, underwriting discounts and commissions (in shares)						930
Issuance of common stock in connection with the Merger, net of offering costs, underwriting discounts and commissions	661																	$ 661
Issuance of common stock in connection with the acquisition of business (in shares)						2,000
Issuance of common stock in connection with the acquisition of business	25,500																	25,500
Issuance of market-based restricted stock units upon vesting (in shares)														1,450
Conversion of Class D shares to Class A shares (in shares)						2,900								(2,900)
Conversion of Class D shares to Class A shares	1					$ 1
Net deferred tax liability resulting from changes in outside basis difference on investment in S1 Holdco, LLC	(2,596)																	(2,596)
Other comprehensive income / (loss)	(81)																										$ 103				(184)
Stock-based compensation	31,398																	31,398
Distribution to members	(247)																														(247)
Ending balance (in shares) at Mar. 31, 2022						86,597				22,077				0
Ending balance at Mar. 31, 2022	824,524					$ 9				$ 2				$ 0				777,325				(143,866)					103				190,951
Beginning balance (in shares) at Jan. 26, 2022							51,750	29,017	80,767		0	22,077	22,077		0	1,450	1,450
Beginning balance at Jan. 26, 2022			$ 466,211	$ 347,055	$ 813,266		$ 5	$ 3	$ 8		$ 0	$ 2	$ 2		$ 0	$ 0	$ 0		$ 574,003	$ 148,359	$ 722,362			$ (107,797)	$ 0	$ (107,797)		$ 0	$ 0	$ 0		$ 0	$ 198,691	$ 198,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(390,921)
Ending balance (in shares) at Sep. 30, 2022						91,490				21,747				0
Ending balance at Sep. 30, 2022	517,453					$ 9				$ 2				$ 0				821,902				(411,300)					(124)				106,964
Beginning balance (in shares) at Mar. 31, 2022						86,597				22,077				0
Beginning balance at Mar. 31, 2022	824,524					$ 9				$ 2				$ 0				777,325				(143,866)					103				190,951
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(33,844)																					(25,737)									(8,107)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)						21
Exercise of warrants (in shares)						3,969
Exercise of warrants	27,989																	27,989
Other comprehensive income / (loss)	(538)																										(524)				(14)
Stock-based compensation	6,995																	6,995
Distribution to members	(1,254)																														(1,254)
Ending balance (in shares) at Jun. 30, 2022						90,587				22,077				0
Ending balance at Jun. 30, 2022	823,872					$ 9				$ 2				$ 0				812,309				(169,603)					(421)				181,576
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(313,699)																					(241,697)									(72,002)
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares)						573
Issuance of restricted stock, net of forfeitures and shares withheld for taxes	(2,035)																	(2,035)
Conversion of Class C shares to Class A shares (in shares)						330				(330)
Conversion of Class C shares to Class A shares	0																	2,714													(2,714)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(41)																	(41)
Other comprehensive income / (loss)	411																										297				114
Stock-based compensation	8,955																	8,955
Distribution to members	(10)																														(10)
Ending balance (in shares) at Sep. 30, 2022						91,490				21,747				0
Ending balance at Sep. 30, 2022	517,453					$ 9				$ 2				$ 0				821,902				(411,300)					(124)				106,964
Beginning balance (in shares) at Dec. 31, 2022						91,674				21,747
Beginning balance at Dec. 31, 2022	472,788	$ (326)				$ 9				$ 2								829,687				(445,301)	$ (326)				(417)				88,808
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(43,126)																					(33,952)									(9,174)
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)																	(1,730)
Issuance of common stock in connection with the acquisition of business (in shares)						407
Issuance of common stock in connection with the acquisition of business	1,658																	1,658
Conversion of Class C shares to Class A shares (in shares)						234				(234)
Conversion of Class C shares to Class A shares	0																	956													(956)
Increase in tax receivable agreement liability	(441)																	(441)
Other comprehensive income (loss)	(108)																										(62)				(46)
Stock-based compensation	6,963																	6,963
Ending balance (in shares) at Mar. 31, 2023						93,147				21,513
Ending balance at Mar. 31, 2023	435,678					$ 9				$ 2								837,093				(479,579)					(479)				78,632
Beginning balance (in shares) at Dec. 31, 2022						91,674				21,747
Beginning balance at Dec. 31, 2022	472,788	$ (326)				$ 9				$ 2								829,687				(445,301)	$ (326)				(417)				88,808
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(250,629)
Ending balance (in shares) at Sep. 30, 2023						94,258				21,513
Ending balance at Sep. 30, 2023	240,478					$ 9				$ 2								849,398				(646,242)					(435)				37,746
Beginning balance (in shares) at Mar. 31, 2023						93,147				21,513
Beginning balance at Mar. 31, 2023	435,678					$ 9				$ 2								837,093				(479,579)					(479)				78,632
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(44,177)																					(35,230)									(8,947)
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)																	(314)
Other comprehensive income (loss)	187																										209				(22)
Stock-based compensation	5,571																	5,571
Ending balance (in shares) at Jun. 30, 2023						93,602				21,513
Ending balance at Jun. 30, 2023	396,945					$ 9				$ 2								842,350				(514,809)					(270)				69,663
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(163,327)																					(131,433)									(31,894)
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)																	(54)
Other comprehensive income (loss)	(188)																										(165)				(23)
Stock-based compensation	7,102																	7,102
Ending balance (in shares) at Sep. 30, 2023						94,258				21,513
Ending balance at Sep. 30, 2023	$ 240,478					$ 9				$ 2								$ 849,398				$ (646,242)					$ (435)				$ 37,746

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Member's Deficit (Unaudited) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	9 Months Ended	8 Months Ended	3 Months Ended
	Jan. 26, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		$ (41,670)	$ (28,401)	$ (41,670)	$ (28,401)
Net loss	$ (37,061)	(43,378)	(250,629)	(390,921)	(43,126)
Accumulated other comprehensive income	87				(108)
Stock-based compensation expense	23,705	31,398			6,963
Ending balance	(41,670)
Members’ Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		(42,185)	(28,829)	(42,185)	(28,829)
Net loss	(37,061)
Stock-based compensation expense	23,705
Ending balance	(42,185)
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance		$ 515	$ 428	$ 515	428
Accumulated other comprehensive income	87				$ (62)
Ending balance	$ 515

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Jan. 26, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)
Cash flows from Operating Activities:
Net loss	$ (37,061)	$ (390,921)	$ (250,629)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,000	86,236	85,364
Stock-based compensation	23,705	88,847	43,909
Impairment of goodwill	0	340,109	115,483
Impairment of assets held for sale	0	0	3,276
Noncash lease expense	115	1,102	1,327
Change in fair value of warrants	0	14,111	(6,873)
Deferred tax benefits	(816)	(101,100)	(18,397)
Amortization of debt issuance costs	0	3,540	4,663
Other	9	(661)	(1,750)
Loss on restructure of related-party debt	0	0	619
Changes in operating assets and liabilities:
Accounts receivable	11,118	6,670	17,786
Prepaids and other assets	1,069	(275)	647
Accounts payable	(67,600)	1,981	5,223
Accrued expenses and other liabilities	57,488	(17,369)	1,708
Deferred revenue	311	7,133	12,746
Long-term earnout liabilities	0	(10,000)	(20,000)
Other long-term liabilities	77	(31,467)	(4,510)
Net cash used in operating activities	(10,603)	(742)	(5,908)
Cash flows from Investing Activities:
Purchases of property and equipment	0	(3,220)	(2,015)
Capitalized software development costs	(441)	(5,135)	(4,844)
Acquisition of businesses, net of cash acquired	0	(444,074)	0
Net cash used in investing activities	(441)	(452,429)	(6,859)
Cash flows from Financing Activities:
Proceeds from related-party loan	0	0	63,000
Repayment of related-party loan	0	0	(44,000)
Proceeds from term loan and line of credit	0	449,000	0
Repayment of term loan	0	(182,488)	(15,000)
Payments for financing costs	0	(24,845)	0
Payment of acquisition holdback	0	(1,715)	(1,935)
Taxes paid related to net settlement of stock awards	0	(2,035)	(3,053)
Redemptions of Class A common stock	0	(510,469)	0
Proceeds from warrant exercises	0	5,027	0
Cash received from the Backstop	0	246,484	0
Taxes paid on behalf of S1 Holdco partnership members	0	(1,511)	(66)
Net cash used in financing activities	0	(22,552)	(1,054)
Effect of exchange rate changes in cash, cash equivalent and restricted cash	(19)	213	(231)
Net decrease in cash, cash equivalents and restricted cash	(11,063)	(475,510)	(14,052)
Cash and cash equivalents and restricted cash, beginning of the period	48,639	37,576	39,075
Cash and cash equivalents and restricted cash, end of the period	37,576	42,043	25,023
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents	36,833	16,532	4,853
Restricted cash	743	8,112	7,779
Cash and restricted cash included in assets held for sale from discontinued operations	0	17,399	12,391
Total cash, cash equivalents and restricted cash	37,576	42,043	25,023
Supplemental cash flow information:
Cash paid for operating lease liabilities	175	1,580	1,593
ROU assets obtained in exchange for operating lease liabilities	7,987	2,064	0
Capitalized assets financed by accounts payable	0	309	53
Stock-based compensation included in capitalized software development costs	0	340	1,644
Settlement of incentive plan through issuance of common stock	0	0	1,658
Equity issuance to settle intercompany loan	941	0	0
Deferred consideration for acquisition	0	7,059	0
Restructuring of holdback liability to promissory note	$ 0	$ 0	$ 5,156

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS System1, Inc. and subsidiaries (“System1” or the “Company”) operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers. The Company provides its omnichannel customer acquisition platform services through its proprietary responsive acquisition marketing platform (“RAMP”) . Operating seamlessly across major advertising networks and advertising category verticals to acquire users, RAMP allows the Company to monetize such users through its relationships with third party advertisers and advertising networks (“A dvertising Partners ”) . Through RAMP, third party advertising platforms and publishers (“ Network Partners ”) send user traffic to, and monetize user traffic on, the Company’s owned and operated websites. RAMP operates across the Company’s network of owned and operated websites and related products, allowing it to monetize user traffic that it sources from various acquisition marketing channels, including Google, Facebook, Taboola and Zemanta. The Company, through Total Security Limited, formerly known as Protected.net Group Limited (“Total Security” or “Protected”), also provides antivirus software solutions, offering customers a single packaged solution that provides protection and reporting to the end user. The Company delivers its antivirus software solutions directly to end-user customers around the world. The antivirus software solutions product offering comprises a core security package with varying levels of extra protection based on a customer's specific needs. The software is sold in either a monthly or annual subscription predominantly through its flagship products TotalAV and TotalAdBlock. On September 6, 2023, the Company announced that it had received a non-binding indication of intent (the "IOI") from Just Develop It Limited (“JDI”), a significant shareholder of the Company which is principally owned and managed by certain members of the Protected management team, related to the potential acquisition of Protected, which operates the Company's subscription business. The offer consists of $240,000 in cash, the assumption of certain potential earnout payments in respect of Protected and the delivery of approximately 29,138 System1 shares held by JDI and related persons. A special committee of the Company's Board of Directors was formed to evaluate JDI’s IOI and other strategic alternatives. The Company determined that the Protected business met the criteria to be classified as held for sale, and that a sale represented a strategic shift that will have a major effect on the Company’s operations and financial results. Accordingly, the results of operations of its Protected business are presented as net loss from discontinued operations in the condensed consolidated statements of operations for all periods presented, and the assets and liabilities for its Protected business have been classified as held for sale and segregated for all periods presented in the condensed consolidated balance sheets. Refer to Note 15— DISCONTINUED OPERATIONS for additional information. Going Concern Starting in the third quarter of 2022 and continuing into 2023, the Company has experienced declining cash flows and financial performance as a result of deteriorating macroeconomic conditions, resulting in reductions in both advertiser and overall consumer demand for the Company's marketing services. In response to these conditions, the Company obtained additional financing in the second quarter of 2023 (as previously disclosed) which was expected to provide the Company sufficient liquidity to manage through the current business environment. However, subsequent to the quarter ended June 30, 2023, the Company has experienced increased customer acquisition costs in addition to the loss of a significant Network Partner, both of which have further negatively impacted the Company’s future cash forecasts, and may negatively impact the Company’s forecasted compliance with the maximum leverage ratio covenant of the Term Loan (defined in Note 9 —DEBT ). As of September 30, 2023, the Company had cash on hand of $4,853, an accumulated deficit of $646,242, and had cash outflows from operations of $5,908 for the nine months ended September 30, 2023. The Company has principal and interest payments due of approximately $15,000 per quarter, and as of the date of this filing, the Company had no remaining available capacity under the 2023 Revolving Note (defined in Note 13 —RELATED-PARTY TRANSACTIONS ). The declining cash flows and financial performance raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the date that these condensed consolidated financial statements are issued. The Company has both developed and implemented plans to improve its liquidity. The Company’s implemented plans include the restructuring of the CouponFollow Holdback Amount in September 2023 through the issuance of a $5,156 note and obtaining the Onyx and OpenMail2 debt financings for $10,000 and $2,500, respectively (refer to Note 13 — RELATED-PARTY TRANSACTIONS ) in October 2023 entering into a factoring agreement in November 2023 for an initial $5,000 (refer to Note 16 – SUBSEQUENT EVENTS ) as well as implementing a significant reduction in headcount in both the second quarter of 2023 and in early September 2023, resulting in approximately $14,500 of annualized savings. The Company’s developed plans include the sale of Protected (refer to the Discontinued Operations section of Note 15 — DISCONTINUED OPERATIONS ), which the Company anticipates will result in significant cash inflows. As announced in its press release on September 6, 2023, the Company received a non-binding indication of intent from JDI to acquire Protected for $240,000 in cash as part of the consideration. However, until the Company has executed a definitive sale agreement, the Company cannot provide assurances that the sale will be finalized on acceptable terms or at all. To the extent the Company's financial performance does not improve or the Company's plans are not successful or finalized, the Company may have insufficient available cash balances to fund their operations for the remainder of the calendar year. Additionally, if the Company is unable to satisfy certain covenants under the Credit Agreement (refer to Note 9 – DEBT, NET ), this could constitute an event of default and provide the administrative agent on behalf of the lenders the ability to immediately call the outstanding principal balances of the Term Loan and 2022 Revolving Facility, with cross default provisions with the 2023 Revolving Note, and the Receivables Purchase Agreement (refer to Note 16 – SUBSEQUENT EVENTS ). In the event of a default, including the aforementioned cross defaults there can be no assurance that the Company will be able to continue as a going concern, which will force us to delay, reduce or discontinue certain aspects of our business strategy. Accordingly, the Company believes that there is substantial doubt about its ability to continue as a going concern for the twelve-month period following the date of this filing. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation and Summary of Significant Accounting Policies The Company was a special purpose acquisition company originally incorporated as a Cayman Islands exempted company on February 11, 2020 under the name Trebia Acquisition Corp. (“Trebia”). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On January 27, 2022, the Company consummated a business combination (the "Merger"), which resulted in the acquisition of S1 Holdco, LLC (“S1 Holdco”) and System1 SS Protect Holdings, Inc. As a result of the Merger, the results of operations, financial position and cash flows of the Predecessor and Successor may not be directly comparable. The Company was deemed the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations and S1 Holdco was deemed to be the predecessor entity. Accordingly, the historical financial statements of S1 Holdco became the historical financial statements of the Company, upon the consummation of the Merger. As a result, the financial statements included in this report reflect (i) the historical operating results of S1 Holdco prior to the Merger ("Predecessor") and (ii) the combined results of the Company, including S1 Holdco and Protected following the closing of the Merger ("Successor"). The accompanying financial statements include a Predecessor period, which was the period January 1, 2022 through January 26, 2022, concurrent with the Merger and Successor periods from January 27, 2022 through September 30, 2022, and thereafter. A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods as the Merger resulted in a new basis of accounting for the Company. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of System1 and its subsidiaries for the Successor periods, and S1 Holdco for the Predecessor period. All intercompany accounts and transactions have been eliminated in the consolidation of the financial statements. The condensed consolidated financial statements have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (Successor), the three months ended September 30, 2022 (Successor), the period from January 1, 2022 through January 26, 2022 (Predecessor) and for the period from January 27, 2022 through September 30, 2022 (Successor) are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter. Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on the results of operations or financial position for any period presented. Held for Sale The Company reports a business as held for sale when management has received approval to sell the business and is committed to a formal plan, the business is available for immediate sale, the business is being actively marketed, the sale is anticipated to occur during the ensuing year and certain other specified criteria are met. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less costs to sell, which is required to be remeasured each reporting period. If the carrying amount of the business exceeds its estimated fair value, which is based on the estimated sales price of the transaction, less costs to sell, a loss is recognized. Depreciation is not recorded on assets of a business classified as held for sale. Discontinued Operations The Company presents discontinued operations when there is a disposal of a component or a group of components that represents a strategic shift that will have a major effect on operations and financial results. The results of discontinued operations are reported in net income from discontinued operations in the condensed consolidated statements of operations for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell. Assets and liabilities related to a business classified as held for sale which also meets the criteria for discontinued operations are segregated in the condensed consolidated balance sheets for the current and prior periods presented. All discussions and amounts in the condensed consolidated financial statements and related notes, except for cash flows, for all periods presented relate to continuing operations only, unless otherwise noted. Adoption of Recent Accounting Pronouncements On January 1, 2023, the Company adopted ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Loss on Financial Instruments". Accordingly, upon adoption of this new standard, the Company recorded an allowance for credit losses of $327, with a corresponding cumulative adjustment to the beginning balance of accumulated deficit in the first quarter of fiscal 2023. Risks and Concentrations The Company is 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 its business and operational objectives. The following table illustrates the level of concentration as a percentage of total revenue for the Company's key Advertising Partners: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Google 84 % 86 % 86 % 87 % 88 % Microsoft 2 % 4 % 2 % 4 % 4 % Accounts receivable are primarily derived from Advertising Partners located within the United States. As of September 30, 2023, two of the Company’s largest Advertising Partners, Google and Yahoo, represented 74% and 6%, respectively, of the Company’s accounts receivables balance. As of December 31, 2022 , these two Advertising Partners represented 68% and 12%, respectively, of the Company’s accounts receivable balance. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. 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. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to: (1) valuation of goodwill, acquired intangible assets and long-lived assets, (2) valuation and recognition of the Company's stock-based compensation awards, (3) valuation of the Protected disposal group, and (4) income taxes. Significant estimates affecting the condensed consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. Management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the condensed consolidated financial statements. Concentration of Credit Risk Cash is deposited with high-credit-quality financial institutions and, at times, such balances with any one financial institution may exceed the insurance limits of the prevailing regulatory body. Historically, the Company has not

MERGER

MERGER	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
MERGER	MERGER On June 28, 2021, the Company entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022) (the “Business Combination Agreement” or "BCA"), by and among S1 Holdco, Trebia, and Protected (collectively, the “Companies”). On January 26, 2022 (the “Closing Date”), the Company consummated the business combination (the "Merger") pursuant to the Business Combination Agreement. Following the consummation of the Merger, the combined company is organized via an “Up-C” structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco. The combined Companies’ business continues to operate through the subsidiaries of S1 Holdco and Protected. Additionally, Trebia’s ordinary shares and public warrants ceased trading on the New York Stock Exchange ("NYSE"), and System1 Inc.'s Class A common stock and the Public Warrants began trading on the NYSE on January 28, 2022 under the symbols “SST” and “SST.WS,” respectively. The consideration paid to the existing equity holders of S1 Holdco and Protected in connection with the Merger consisted of the following: • Cash; • Class A common stock; • Class C common stock; • Replacement Awards. The aggregate cash consideration was $440,155. The aggregate equity consideration paid and/or retained for S1 Holdco Class B Units was $610,144, consisting of (a) the aggregate equity consideration payable under the Business Combination Agreement, consisting of shares of Class A common stock and Replacement Awards, and (b) the aggregate Class B Units in S1 Holdco retained by S1 Holdco equity holders at the Closing. The fair value of the Class A common stock was determined by utilizing the transaction closing price per share per the BCA of $10.00 and a discount of 10%, as the shares were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics. Additionally, the aggregate Class B units in S1 Holdco retained by S1 Holdco equity holders at the Closing Date resulted in a non-controlling interest. The 22,077 Class B units in S1 Holdco and the corresponding Class C common stock in the Company were determined to have an estimated value of $198,691 . As the Class B units in S1 Holdco together with the corresponding shares of the Company's Class C common stock are exchangeable for shares of Class A common stock on a one-for-one basis, the fair value was determined using the same method as for the shares of Class A common stock, utilizing the transaction closing price of $10.00 and a discount of 10% (as the units and the corresponding shares of Class C common stock were not immediately available for sale upon issuance and this restriction is viewed to be a function of the security characteristics). The fair value of $198,691 was included in non-controlling interest on the accompanying condensed consolidated balance sheet and condensed consolidated statements of changes in stockholders' equity. In connection with the Merger, System1 and Cannae Holdings, Inc. (“Cannae”), an investor in the Sponsor of Trebia, entered into a backstop agreement (the “Backstop Agreement”) on June 28, 2021, as amended on January 10, 2022, whereby Cannae agreed, to subscribe for up to 25,000 shares of Trebia Class A common stock in order to fund up to $250,000 of redemptions by shareholders of Trebia. See discussion below regarding the Amended and Restated Sponsor Agreement, which was amended in conjunction with the Backstop Agreement. As a result of shareholder redemptions, Cannae provided $246,484 of the cash used to fund the Closing Cash Consideration pursuant to its obligations under the Backstop Agreement and in exchange received 24,648 shares of Class A common stock ("Backstop shares"). Additionally, pursuant to the Backstop Agreement, the Selling Shareholders (i.e., certain shareholders of S1 Holdco and Protected prior to the Merger) agreed that, in the event shareholders of Trebia requested redemption of Trebia outstanding equity immediately prior to the Merger in excess of a certain dollar value threshold, certain equity holders of S1 Holdco and Protected would reduce their cash consideration and proportionally increase their equity consideration for the Merger, which is referred to as the “Seller Backstop Election”. In the event that the Seller Backstop Election was made, the Sponsors would forfeit their shares to allow the Company to then issue shares to the Selling Shareholders. The Seller Backstop Election was triggered and, as a result, the Sponsors forfeited 930 shares of Trebia Class B ordinary shares which were converted at time of Merger, at a one-to-one ratio, into shares of Class A common stock of System1 and delivered to the various selling shareholders of S1 Holdco, collectively referred to as the “Sponsor Promote Shares”. The total consideration amount, in a combination of cash and equity consideration, did not change from the amount agreed in the Business Combination Agreement due to this Seller Backstop Election. The Company recorded $7,706 in Salaries and benefits expense and $661 in S elling, general and administrative expense for Sponsor Promote Shares during the period January 27, 2022 through March 31, 2022 (Successor). In connection with the execution of the Business Combination Agreement and the Backstop Agreement, on June 28, 2021, as amended on January 10, 2022, the sponsors of Trebia entered into the Amended and Restated Sponsor Agreement whereby the sponsors agreed to forfeit up to 2,600 shares of Trebia Class B common stock in order for the Company to then issue the shares to Cannae (“Backstop forfeiture shares”), in exchange for Cannae entering into the Backstop Agreement. On January 27, 2022, based upon the final backstop funding provided by Cannae, the sponsors forfeited 2,533 shares of Trebia Class B shares, after which the Company then issued 2,533 shares of Class A common stock to Cannae. Trebia recorded a forward purchase liability of $25,336 immediately prior to the Merger, representing the fair value of the Backstop shares and the Backstop forfeiture shares. In accordance with the Amended and Restated Sponsor Agreement entered into concurrently with the Business Combination Agreement, the Company issued 1,450 Class D shares to the Trebia sponsors in exchange for 1,450 Trebia Class B shares ("Sponsor RSA's"). The difference in the fair value of the two was treated as a capital contribution. The founders of S1 Holdco and Protected were also issued 1,450 Class D shares ("Seller RSUs"). Further, in connection with the Merger, the Company also effected an incentive plan for Protected business. Concurrently with the consummation of the Merger, System1 entered into a tax receivable agreement with the minority holders of S1 Holdco, (the “Tax Receivable Agreement” or "TRA"), pursuant to which, among other things, the parties to the Tax Receivable Agreement have agreed to the allocation and payment of 85% of the actual savings, if any, in U.S. federal, state and local income tax that System1 may realize as a result of certain tax benefits (if any) related to the transactions contemplated by the Business Combination Agreement and future exchanges of Class B Units in S1 Holdco (together with the corresponding shares of the Company’s shares of Class C common stock) in exchange for shares of the Company’s Class A common stock. As of the Closing Date, the fair value of obligations under the TRA was determined to be zero as any tax savings were uncertain. The TRA is contingent consideration and subsequent changes in fair value of the contingent liability are recognized in earnings. The Company adopted ASU No. 2021-08, Business Combinations: Contract Assets & Liabilities on January 1, 2022 and accordingly, has recorded contract assets and contract liabilities acquired as part of the Merger based on what the Company would have recorded under ASC 606, Revenue from Contracts with Customers, as of the acquisition date, as if the Company had entered into the original contract at the same date and on the same terms as S1 Holdco and Protected. The Merger has been accounted for as a business combination using the acquisition method of accounting. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The purchase consideration, inclusive of the Protected assets and liabilities, was allocated to the following assets and liabilities: Amount Tangible assets acquired and liabilities assumed: Cash and marketable securities $ 68,748 Accounts receivable 79,086 Prepaid expenses 7,807 Income tax receivable 4,566 Property, plant & equipment, net 1,551 Other assets 6,950 Accounts payable (9,798) Deferred revenue (60,768) Accrued expenses and other current liabilities (110,004) Income tax payable (2,091) Notes payable (172,038) Deferred tax liabilities (138,613) Other liabilities (8,474) Total tangible assets acquired and liabilities assumed (333,078) Intangible assets 562,100 Goodwill 821,277 Net assets acquired $ 1,050,299 Consideration: Cash $ 440,155 Equity 411,453 Total consideration attributable to System1 851,608 Total consideration attributable to non-controlling interest 198,691 Total consideration $ 1,050,299 The intangible assets, inclusive of the Protected intangible assets, as of the closing date of the acquisition included: Amount Weighted Average Useful Life (in Years) Trademarks $ 246,400 10 Customer relationships 119,700 4 Technology 196,000 4 Total $ 562,100 The fair value of the intangible assets acquired was determined using income-based approach methodologies. Intangible assets are amortized over their estimated economic useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. The majority of the customer relationships pertain to the Protected business, and are amortized on an accelerated basis. To determine the amortization period for each of the customer relationships assets and to evaluate the pattern of usage of economic benefits, the Company performed a customer attrition analysis of the Company's customer relationships to estimate the attrition rate and consequently the life expectancy for the existing customer relationships. Key assumptions used in the valuation of intangible assets are below: Trademarks – The Company valued trademarks using the relief-from-royalty method under the income-based approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademarks, and a discount rate. Customer relationships – The Company valued customer relationships using an excess-earnings method utilizing distributor inputs. Key assumptions include customer attrition rate, revenue growth rate, existing customer revenue, deferred revenue, and a discount rate. Technology – The Company valued technology using the excess-earnings method utilizing company-specific inputs. Key assumptions include forecasted revenue, technology migration rate and a discount rate. The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. Goodwill is not deductible for tax purposes. Unaudited Pro Forma Information The following table provides unaudited pro forma information as if the Merger, inclusive of Protected, and other 2022 acquisitions (r efer to Note 4 —ACQUISITIONS ) occurred as of January 1, 2021. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, adjustments for transaction expenses, adjustments for certain stock-based compensation and equity related expenses incurred as a result of the transaction and the resulting tax effects, as if the Merger and acquisitions of Answers, CouponFollow and RoadWarrior occurred January 1, 2021. The pro forma results do not include any anticipated cost synergies or other effects of the merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. Nine months ended September 30, 2022 Pro forma revenue $ 657,013 Pro forma net (loss) $ (310,944)

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Answers Holdings, Inc. On May 4, 2022, the Company acquired the assets of Answers Holdings, Inc. and its subsidiaries, collectively ("Answers") for total cash consideration of $4,632 . The acquisition of Answers constitutes a business combination under ASC 805, Business Combinations . This acquisition expands the Company's portfolio of Owned & Operated Advertising publishing sites and search destinations to include a destination for higher education and lifelong learning content. The results of Answers’ operations as of and after the date of acquisition have been included in the Company’s condensed consolidated financial statements . The operating results of Answers are reported within the Owned and Operated Advertising segment. The purchase consideration was allocated to the following assets and liabilities: Amount Assets acquired and liabilities assumed: Working capital $ 32 Trademark - 10 years weighted average useful life 1,100 Goodwill 3,500 Net assets acquired $ 4,632 Total consideration: Cash $ 4,632 The goodwill arising from the acquisition consists largely of the expected synergies from combining operations, and is deductible for tax purposes over 15 years. The Company incurred $93 in transaction costs related to the acquisition. Trademark – The Company valued the trademark using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademark and a discount rate. NextGen Shopping, Inc. On March 4, 2022, the Company acquired NextGen Shopping, Inc. (d/b/a “CouponFollow”) for total cash consideration of $75,087, of which $16,446 was deferred, $5,600 was held-back (the "Holdback Amount"), and $25,500 related to the fair value of 2,000 shares of Class A common stock issued. The fair value of the shares of Class A common stock was determined by utilizing the closing price per share of the Company's Class A common stock listed on the NYSE as of March 3, 2022, and a discount rate of 7.5%, as the shares were not immediately available for sale upon issuance, and this restriction was deemed to be a function of the security characteristics. The deferred consideration of $16,446 was paid during the three months ended June 30, 2022. The Holdback Amount becomes payable eighteen months subsequent to the acquisition date, subject to the Company's satisfaction of any potential post-closing purchase price adjustments and indemnification claims. The cash payment included the transaction costs of $3,129 that the Company paid on behalf of CouponFollow in connection with the closing of the transaction. The acquisition of CouponFollow constitutes a business combination under ASC 805. In conjunction with this acquisition, the Company also committed to pay postcombination compensation of $8,500, which is payable in cash and subject to continued services from certain individuals of CouponFollow. Separately, in conjunction with the acquisition, the Company entered into the CouponFollow Incentive Plan, providing up to $10,000 of postcombination compensation which is payable in stock or cash at the option of the Company, and subject to continued service from certain individuals, and up to $25,000 which is payable in stock or cash at the option of the Company contingent upon achieving certain financial thresholds and the continued employment of certain key individuals of CouponFollow. On September 6, 2023, the Company restructured the CouponFollow Incentive Plan and issued a Senior Unsecured Promissory note (the "Promissory Note") of $5,156 to the seller and current employee of the Company (the "Lender"), to settle the Holdback Amount which was due to the Lender. The Promissory Note amount equaled the Holdback Amount due to the Lender after consideration of the holdback adjustment amount noted in the next sentence. The remainder of the Holdback Amount, after adjustment for post-closing purchase price adjustments of $158 due to other sellers was settled in cash at its due date. Refer to Note 13 —RELATED-PARTY TRANSACTIONS and Note 14 —STOCK-BASED COMPENSATION for additional information regarding impact of the Promissory Note and CouponFollow Incentive Plan. This acquisition leverages CouponFollow’s reputation, software and large organic traffic to vertically integrate with the Company’s RAMP platform and generate paid traffic for shopping-related products. The results of CouponFollow’s operations from the date of acquisition have been included in the Company’s condensed consolidated financial statements. The operating results of CouponFollow are reported within the Owned and Operated Advertising segment. The total purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The purchase consideration was allocated to the following assets and liabilities: Amount Cash and cash equivalents $ 21,232 Accounts receivable 5,860 Other current assets 446 Accounts payable (116) Accrued expenses and other current liabilities (118) Income tax payable (197) Deferred tax liabilities (10,895) Trademark - 10 years weighted average useful life 38,100 Software - 4 years weighted average useful life 4,100 Goodwill 42,175 Net assets acquired $ 100,587 Consideration: Cash $ 75,087 Equity 25,500 Total consideration $ 100,587 The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. The goodwill is not deductible for tax purposes. The Company incurred $813 in transaction costs related to the acquisition. Trademark – The Company valued the trademark using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademarks and a discount rate. Software – Acquired software technology was valued using the excess-earnings method utilizing company-specific inputs. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the software and a discount rate. RoadWarrior, LLC On February 9, 2022, the Company acquired the assets of RoadWarrior, LLC (“RoadWarrior”) for total cash consideration of $19,636. The acquisition of RoadWarrior constitutes a business combination under ASC 805. The acquisition expands the Company’s Mapquest.com website technology, and provides additional functionality for customers centered around route planning for delivery drivers and teams. The results of RoadWarrior’s operations as of and after the date of acquisition have been included in the Company’s condensed consolidated financial statements. The operating results of RoadWarrior are reported within the Owned and Operated Advertising segment prospectively from the date of acquisition. The total purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The purchase consideration was allocated to the following assets and liabilities: Amount Working capital $ 155 Trademark - 10 years weighted average useful life 2,200 Software - 4 years weighted average useful life 1,000 Customer relationships - 3 years weighted average useful life 1,300 Goodwill 14,981 Net assets acquired $ 19,636 Total consideration Cash $ 19,636 The goodwill arising from the acquisition consists largely of the expected synergies from combining operations as well as the value of the workforce. The goodwill is deductible for tax purposes over 15 years. The Company incurred $308 in transaction costs related to the acquisition. Trademark – The Company valued the trademark using the relief-from-royalty method under the income approach. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the trademarks and a discount rate. Software – Acquired software technology was valued using the excess-earnings method utilizing company-specific inputs. Key assumptions include forecasted revenue, an estimated royalty rate applicable to the software and a discount rate. Customer relationships – The Company valued customer relationships using an excess-earnings method utilizing distributor inputs. Key assumptions include customer attrition rate, revenue growth rate, existing customer revenue, deferred revenue, and a discount rate.

GOODWILL, INTERNAL-USE SOFTWARE

GOODWILL, INTERNAL-USE SOFTWARE DEVELOPMENT COSTS, NET, AND INTANGIBLE ASSETS, NET	9 Months Ended
	Sep. 30, 2023
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 $82,407 as of September 30, 2023 and December 31, 2022, all attributable to the Partner Network reportable segment. During the nine months ended September 30, 2023, the Company determined that there were no triggering events attributed to the Partner Network reporting unit and accordingly no quantitative assessment for impairment was required. Refer to Note 15 —DISCONTINUED OPERATIONS for determination of goodwill impairment charges during the nine months ended September 30, 2023, associated with the Protected assets and liabilities held for sale. Internal-use software development costs and other intangible assets Internal-use software development costs and intangible assets, net consisted of the following: September 30, 2023 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Total internal-use software development costs $ 12,966 $ (1,632) $ 11,334 Intangible assets, net: Trademarks and trade names $ 236,053 $ (39,150) $ 196,903 Developed technology 196,128 (82,096) 114,032 Software 5,100 (2,022) 3,078 Customer relationships 2,900 (1,247) 1,653 Total intangible assets, net $ 440,181 $ (124,515) $ 315,666 December 31, 2022 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Total internal-use software development costs $ 7,206 $ (258) $ 6,948 Intangible assets, net: Trademarks and trade names $ 236,053 $ (21,450) $ 214,603 Developed technology 196,128 (45,322) 150,806 Software 5,100 (1,066) 4,034 Customer relationships 2,900 (682) 2,218 Total intangible assets, net $ 440,181 $ (68,520) $ 371,661 The internal-use software development costs include capitalized costs not ready for its internal use of $5,085 and $4,955 as of September 30, 2023 (Successor) and December 31, 2022 (Successor), respectively. Amortization expense associated with the Company’s intangible assets and internal-use software development costs was as follows: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Amortization expense for internal-use software development $ 716 $ 90 $ 2,112 $ 233 $ 355 Amortization expense for intangible assets $ 18,665 $ 18,660 $ 55,995 $ 49,818 $ 629 No impairment of internal-use software development cost or intangible assets was identified for any of the periods presented.

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Successor September 30, 2023 December 31, 2022 Accrued revenue share $ 21,716 $ 16,921 Accrued marketing expenses 17,777 35,311 Accrued payroll and related benefits 10,859 12,863 Accrued professional fees 2,465 2,706 Deferred revenue 2,076 1,553 Accrued tax liability 813 1,092 Holdback liability — 6,885 Other liabilities 10,145 7,659 Accrued expenses and other current liabilities $ 65,851 $ 84,990

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company is the sole managing member of S1 Holdco and, as a result, consolidates the financial results of S1 Holdco. S1 Holdco is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of S1 Holdco, as well as any stand-alone income or loss generated by the Company. The following table presents the Company’s Income tax benefit and the effective income tax rate: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Income tax benefit $ (920) $ (69,796) $ (10,626) $ (84,341) $ (629) Effective tax rate 3 % 19 % 11 % 19 % 2 % 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, effects of predecessor flow through income allocations, state taxes, foreign rate differential, non-deductible expenses, increase to the valuation allowance related to unrealizable deferred tax assets, outside basis adjustments, and Global Intangible Low-taxed Income. As of September 30, 2023 , the Company had a full valuation allowance on its 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 nine months ended September 30, 2023 (Successor), and the periods from January 1, 2022 through January 26, 2022 (Predecessor), and from January 27, 2022 through September 30, 2022 (Successor), 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 $1,477 and $1,036 as of September 30, 2023 and December 31, 2022, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES In June 2023, S1 Holdco entered into a multi-year agreement with a web services provider whereby the Company is contractually obligated to spend $5,000 in each annual period between July 2023 and June 2026. As of September 30, 2023 (Successor), the Company remains contrac tually obligated to spend $13,118 towards this commitment. As of September 30, 2023, the Company had various non-cancelable operating lease commitments for office space which have been recorded as Operating lease liabilities. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company believes 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 the Company’s condensed consolidated financial position, results of operations, or cash flows. The Company accrues for losses when the loss is deemed probable and the liability can reasonably be estimated. In July 2021, System1 OpCo, LLC (“System1 OpCo”, f/k/a System1, LLC) received initial correspondence from counsel for a United Kingdom-based marketing research company and its United States subsidiary (collectively, the “Demanding Group”) alleging trademark infringement (i) based on its use of the “SYSTEM1” trade name and mark in the United States, and (ii) subsequently based on its use of the “SYSTEM1” trade name and mark in the United Kingdom. The correspondence demanded that System1 OpCo cease and desist from using the “SYSTEM1” name and mark, and even though the Company received similar correspondence from the Demanding Group regarding its alleged infringing use of the SYSTEM1 trade name and mark in the United Kingdom, no lawsuit was ever filed in the United Kingdom. In September 2021, the Demanding Group filed a lawsuit in the United States District Court for the Southern District of New York (the “Infringement Suit”), alleging (i) trademark infringement, (ii) false designation of origin, (iii) unfair competition and (iv) certain violations of New York business laws, seeking, among other things, an injunction, disgorgement of profits, actual damages and attorneys’ fees and costs. The Company believes that the Demanding Group’s infringement and other allegations and claims set forth in the Infringement Suit would have been subject to a laches defense, among other defenses. The parties entered into a Co-Existence and Settlement Agreement in June 2023 in which the parties have agreed to co-exist with their current usage of the “System1” mark in their respective business operations with certain requirements and other conditions, and includes the payment of a fixed amount to the Demanding Party over the course of seventeen In March 2023, the Company received a demand letter from counsel for Alta Partners, LLC (“Alta”), which purports to be a holder of certain Public Warrants of the Company (“Demand Letter”). The Demand Letter alleges, among other claims, that the Company breached the terms of the Warrant Agreement, and that Alta is entitled to approximately $5,700 in damages, plus prejudgment interest, as a result. In April 2023, counsel for the Company responded to the Demand Letter, denying that any breach occurred or that Alta is entitled to any damages. In June 2023, counsel for Alta sent the Company a draft complaint (the “Complaint”) alleging substantially the same claims as those set forth in Alta’s Demand Letter. While the Company continues to deny liability with respect to the claims set forth in the Demand Letter and the Complaint, the parties entered into a Confidential Settlement Agreement ("Settlement Agreement") in October 2023 and agreed to an immaterial settlement payment. The amount accrued as of September 30, 2023 for the loss is consistent with the terms of the Confidential Settlement Agreement and is considered immaterial. In October 2023, a putative California class action complaint (the “Complaint”) was filed against the Company and its Total Security 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 “TS 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 TS Software did not clearly and

DEBT, NET

DEBT, NET	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT, NET	DEBT, NET In connection with the Merger, Orchid Merger Sub II, LLC (a subsidiary of S1 Holdco) entered into a new loan (“Term Loan”) and revolving facility (“2022 Revolving Facility”, collectively with the Term Loan, the “Credit Agreement”) with Bank of America, N.A., on January 27, 2022, providing for a 5.5 year term loan with a principal balance of $400,000 and with the net proceeds of $376,000, of which a portion of the proceeds were used by S1 Holdco to settle the outstanding debt of $172,038 with Cerberus Business Finance, LLC. The 2022 Revolving Facility provided for borrowing availability of up to $50,000. As of September 30, 2023, $50,000 was outstanding on the 2022 Revolving Facility and principal of $370,000 was outstanding on the Term Loan. Through December 31, 2025, $5,000 of the Term Loan is payable quarterly. From March 31, 2026, $7,500 of the Term Loan is payable quarterly. The Term Loan matures in 2027. For every interest period, the interest rate on the Term Loan is the adjusted Term Secured Overnight Financing Rate (“Term 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 $50,000 2022 Revolving Facility at each quarter-end starting from the first full quarter after the effective date of the Merger, 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 the Company delivers its audited consolidated financial statements to its lender within 120 days of its fiscal year end, December 31. Should the Company fail to distribute the financial statements to its lender within 120 days, it is allowed an additional 30 days to cure. The 2022 Revolving Facility matures in January 2027, and accordingly, it is classified within long-term debt, net on the condensed consolidated balance sheet as of September 30, 2023. The interest rate on the 2022 Revolving Facility is the adjusted Term SOFR plus 2.5% with an adjusted Term SOFR floor of 0%. In March 2022, the Company borrowed $49,000 under its 2022 Revolving Facility, to fund a portion of the purchase price related to its CouponFollow acquisition. In October 2022, the Company borrowed the remaining $1,000 available. The carrying values of the Company's debt, net of discounts, deferred financing and debt issuance costs were as follows: Successor September 30, 2023 December 31, 2022 Term Loan 1,2 $ 353,273 $ 364,525 2022 Revolving Facility 50,000 50,000 Total Debt, net $ 403,273 $ 414,525 _______________ 1 Includes loan fees of $996 and $1,061, as of September 30, 2023, and December 31, 2022, 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 $308,950 as of September 30, 2023. As of the date of this filing, the Company was in compliance with all debt covenants. Refer to Note 13 —RELATED-PARTY TRANSACTIONS for additional information regarding the Company's indebtedness.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	IR VALUE MEASUREMENT The following tables present the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis: Successor September 30, 2023 December 31, 2022 Level 1 Level 1 Public warrants $ 925 $ 7,798 The fair value of the Public Warrants was estimated using the Public Warrants’ quoted market price. Changes in estimated fair value of financial liabilities were as follows: Former CEO equity profits interest Contingent consideration Level 3 Level 3 Fair value of liabilities at December 31, 2021 (Predecessor) and January 26, 2022 (Predecessor) $ 11,132 $ 1,682 Public Warrant liability Private Warrant liability Contingent consideration Level 1 Level 2 Level 3 Fair value of liabilities at January 27, 2022 (Successor) $ 18,285 $ 8,727 $ 1,682 Additions — — 28 Settlements (1,147) (21,818) (1,715) Change in fair value 1,020 13,091 5 Fair value of liabilities at September 30, 2022 (Successor) $ 18,158 $ — $ — Public Warrant liability Level 1 Fair value of liabilities at December 31, 2022 (Successor) $ 7,798 Change in fair value (6,873) Fair value of liabilities at September 30, 2023 (Successor) $ 925 There were no transfers in or out of levels during the nine months ended September 30, 2023 (Successor), the period January 1, 2022 through January 26, 2022 (Predecessor), and the period January 27, 2022 through September 30, 2022 (Successor).

NET LOSS PER SHARE OR UNIT

NET LOSS PER SHARE OR UNIT	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE OR UNIT	NET LOSS PER SHARE OR UNITFor the three and nine months ended September 30, 2023 (Successor), the three months ended September 30, 2022 (Successor), and the period from January 27, 2022 through September 30, 2022 (Successor), the 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. For the period from January 1, 2022 through January 26, 2022 (Predecessor), the basic net loss per unit attributable to members was calculated by dividing the net loss attributable to common equity holders by the weighted-average number of membership units outstanding. Basic and diluted net loss per share was calculated as follows: Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Basic and diluted net loss per share: Net loss from continuing operations attributable to System1, Inc. $ (0.21) $ (2.53) $ (0.73) $ (3.11) n/a Net loss from discontinued operations, net of tax attributable to System1, Inc. (1.19) (0.13) (1.42) (0.32) n/a Basic and Diluted Net loss per share $ (1.40) $ (2.66) $ (2.15) $ (3.43) n/a Numerator: Net loss from continuing operations attributable to System1, Inc. $ (19,790) $ (230,353) $ (67,864) $ (274,736) n/a Net loss from discontinued operations, net of tax attributable to System1, Inc. (111,643) (11,344) (132,750) (28,767) n/a Net loss attributable to System1, Inc. $ (131,433) $ (241,697) $ (200,614) $ (303,503) n/a Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 93,941 91,002 93,281 88,397 n/a Basic and diluted net loss per unit n/a n/a n/a n/a $ (1.81) Numerator: Net loss n/a n/a n/a n/a $ (37,061) Denominator: Weighted-average membership units outstanding - basic and diluted n/a n/a n/a n/a 20,488 Shares of Class C common stock outstanding for the three and nine months ended September 30, 2023 (Successor), the three months ended September 30, 2022 (Successor), and the period from January 27, 2022 through September 30, 2022 (Successor) are considered potentially dilutive of the shares of Class A common stock under the application of the if-converted method, and are included in the computation of diluted loss per share, except when the effect would be anti-dilutive. For the three and nine months ended September 30, 2023 (Successor) and the three months ended September 30, 2022 and the period from January 27, 2022 through September 30, 2022 (Successor), 21,513 and 21,747 shares of Class C common stock were excluded from the computation of net loss per share, respectively. Net loss per share for all periods presented excludes Public Warrants as their effect was anti-dilutive.

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING The Company has two reportable segments: • Owned and Operated Advertising — revenue earned by directly acquiring traffic to the Company's owned and operated websites and utilizing the RAMP platform and related services to connect Advertising Partners to the Company's owned and operated websites; and • Partner Network — revenue earned from revenue-sharing arrangements with Network Partners for the use of the RAMP platform, and related services provided to them to direct advertising by the Advertising Partners to their advertising space. The following table summarizes revenue by the Company's reportable segments: Successor Predecessor Three Months Ended Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Owned and Operated Advertising $ 66,187 $ 143,600 $ 249,512 $ 428,436 $ 49,249 Partner Network 21,631 13,295 56,339 43,722 3,463 Total revenue $ 87,818 $ 156,895 $ 305,851 $ 472,158 $ 52,712 The following table summarizes adjusted gross profit by the Company's reportable segments: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Owned and Operated Advertising $ 23,886 $ 37,261 $ 81,314 $ 103,478 $ 8,768 Partner Network 15,312 10,301 40,337 32,622 3,012 Adjusted gross profit $ 39,198 47,562 121,651 $ 136,100 $ 11,780 Other cost of revenue 1,965 1,884 5,995 5,635 575 Salaries and benefits 26,689 30,270 82,484 106,340 31,181 Selling, general and administrative 11,808 11,572 42,004 36,962 15,665 Depreciation and amortization 19,584 18,923 58,666 50,369 1,000 Impairment of goodwill — 340,109 — 340,109 — Interest expense, net 13,053 9,733 36,789 21,987 1,049 Loss on restructure of related-party debt 619 — 619 — — Change in fair value of warrant liabilities (7,482) 4,489 (6,873) 14,111 — Net loss before income tax $ (27,038) $ (369,418) $ (98,033) $ (439,413) $ (37,690) The following table summarizes revenue by geographic region: Successor Predecessor Geographic Region Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 United States $ 81,512 $ 156,726 $ 292,122 $ 459,206 $ 51,701 Other countries 6,306 169 13,729 12,952 1,011 Total revenue $ 87,818 $ 156,895 $ 305,851 $ 472,158 $ 52,712 The following table summarizes property and equipment, net and operating leases by applicable reportable segment: Successor September 30, 2023 December 31, 2022 Owned and Operated Advertising $ 8,392 $ 9,646

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	RELATED-PARTY TRANSACTIONS 2023 Revolving Note On April 10, 2023, Orchid Merger Sub II, LLC ("Orchid Sub") , a wholly-owned subsidiary of the Company, entered into a $20,000 Revolving Note (the “2023 Revolving Note”) with Lone Star Friends Trust (acting by and through its trustee, Stanley Blend, “Lone Star”) and CEE Holding Trust (acting by and through its trustee, Jackson Hole Trust Company, “CEE”, and together with Lone Star, collectively, the “Lenders” and each, a “Lender”), which are trusts established for the benefit of Michael Blend (Chief Executive Officer, co-founder and stockholder) and Charles Ursini (co-founder and stockholder), respectively, in a private transaction approved by the independent and noninterested members of the Company’s Board of Directors (the “Board”). Each Lender provided a $10,000 commitment for an aggregate principal of $20,000 under the 2023 Revolving Note to Orchid Sub on a several but not joint basis (each, a “Commitment” and, collectively, the “Commitments”). Any borrowed loan amounts outstanding under the 2023 Revolving Note accrue interest at the rate per annum equal to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York plus 3.15%. Orchid Sub may borrow amounts under the 2023 Revolving Note in increments of $100, and may prepay any amounts borrowed at any time without penalty or interest (other than applicable breakage costs, if any). The Company may borrow up to its commitment amount, and may reuse the loan again after the balance has been paid down. The maturity date under the 2023 Revolving Note is July 10, 2024 (the "Maturity Date") with automatic three-month extensions, unless we or any Lender provides written notice, unless there is an event of default, including a continuing event of default on the Credit Agreement, at which point the holder may declare all amounts due immediately . The Lenders are also entitled to (i) an unused commitment fee equal to 1.0% per annum of the actual daily amount of total unfunded commitments under the 2023 Revolving Note during the period from the closing date to the maturity date, payable quarterly in arrears and (ii) a loan fee equal to 12.0% of each Lender's commitment under the 2023 Revolving Note, or $2,400 in total, was originally payable within 180 days of April 10, 2023, which was extended to October 31, 2023, and subsequently extended to November 30, 2023. Further, this loan fee was capitalized in Prepaid and other current assets and will be amortized on a straight-line basis through the Maturity Date. As of the date these condensed consolidated financial statements were issued, the Company had no remaining available capacity under the 2023 Revolving Note. Promissory Note On September 6, 2023, System1 OpCo entered into a $5,156 Senior Unsecured Promissory Note (the “Promissory Note”) with the Lender, in order to convert the Holdback Amount owed to him as a result of the acquisition of CouponFollow described in Note 4— ACQUISITIONS into a loan to the Company (the “Loan”). The amount of the Loan was equal to the amount of the Holdback liability of $5,156 owed to the Lender. The Loan outstanding under the Promissory Note accrues interest at the rate per annum equal to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York plus 3.15%. The Company (i) must prepay the Loan under certain circumstances, which include consummation of a Strategic Transaction, the refinancing of the Existing Credit Agreement, the incurrence by the Company of any indebtedness exceeding $2,500, or the sale of any of the Company’s assets in excess of $2,500; (ii) may prepay the Loan at any time without penalty or interest; and (iii) must make four (4) substantially equal amortization payments on April 1, 2024, May 1, 2024, June 1, 2024, and July 1, 2024, unless there is an event of default, including a continuing event of default on the Credit Agreement, at which point the holder may declare all amounts due immediately . The Company is currently in the process of selling its Protected business. Upon the closing of any sale of this business, the Promissory Note and accrued interest will become due and payable immediately. The Lender under the Promissory Note is also entitled to a closing fee equal to 12% of the initial principal amount outstanding under the Promissory Note with 50% paid on October 15, 2023 and the remaining 50% due on December 15, 2023. As of September 30, 2023, principal of $5,156 was outstanding on the Loan. The Company recorded expense of approximately $619 within Loss on restructure of related-party debt which related to the 12% closing fee payable to the Lender. Term Note On October 6, 2023, Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of System1, Inc., entered into a $2,500 Term Loan Note (the “Term Note”) with Openmail2, LLC, a Delaware limited liability company (“OM2” or the “Term Lender”), which is principally owned and managed by trusts established for the benefit of the Company’s co-founders, Michael Blend and Charles Ursini, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”). Pursuant to the Term Note, the Term Lender provided a fixed $2,500 term loan to Orchid Sub. The amounts outstanding under the Term Note accrue interest at the rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus 5.75%. The maturity date under the Term Note is December 31, 2024, unless there is an event of default, including a continuing event of default on the Credit Agreement, at which point the holder may declare all amounts due immediately . The Company must prepay the Loan under certain circumstances, which include (i) the consummation of a strategic transaction or (ii) upon the full refinancing and termination of the Existing Credit Agreement. The Lender is also entitled to a closing fee equal to 10.0% the principal amount of the Term Note, payable within 180 days of October 6, 2023. In addition, Orchid Sub agreed to reimburse the Lender for its reasonable and documented costs expenses incurred in connection with the negotiation, documentation and execution of the Term Note. Secured Facility On October 6, 2023, Total Security, an indirect wholly-owned subsidiary of the Company, entered into a Secured Facility Agreement providing for a $10,000 term loan (the “Secured Facility”) with Onyx Asset Finance Limited, a company organized under the laws of England & Wales (“Onyx” or the “Secured Lender”) and a subsidiary of JDI, one of the Company’s significant shareholders, in a private transaction approved by the independent and non-interested members of the Company’s Board. Pursuant to the Secured Facility, the Secured Lender provided a $10,000 commitment to Protected (the “Secured Commitment”), which amount was (i) drawn down in full on the closing date and (ii) secured by the assets of Protected pursuant to a deed granted in favor of the Secured Lender pursuant to a Debenture between Protected and the Secured Lender, dated October 6, 2023. The amounts outstanding under the Secured Facility accrue interest at the rate of 8.5% per annum. The amounts outstanding under the Secured Facility are due upon the earlier of (i) October 6, 2024 or (ii) the date on which Protected undergoes a Change of Control (as such term is defined in the Secured Facility), unless there is an event of default, including a continuing event of default on the Credit Agreement, at which point the holder may declare all amounts due immediately . The Secured Lender was also entitled to a closing fee equal to 12.0% the principal amount of the borrowings under the Secured Facility, which was paid in full on the closing date. In addition, Total Security agreed to reimburse the Secured Lender for its reasonable and documented costs expenses incurred in connection with the negotiation, documentation and execution of the Secured Facility. Upon a sale of Protected to JDI, System1 has agreed to reduce the purchase consideration by the amount of the Onyx debt balance on the date of close, as the funds received from this loan were provided to System1. Cannae Services Agreement On June 20, 2023, the Company engaged Cannae Holdings, LLC (a wholly owned subsidiary of Cannae Holdings, Inc.), a greater than 5% holder of the Company's Class A Common Stock, to provide certain observations and recommendations relating to the accounting and finance functions of the Company. Fees for the services include an initial retainer of $100 and $25 monthly during the term of the engagement. The initial retainer of $100 was paid during the three months ended September 30, 2023. Either party may terminate the agreement with or without cause provided adequate written notice. On August 1, 2023, the agreement was terminated, with an effective termination date of August 11, 2023.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATIONThe Company recorded the following stock-based compensation expense for the periods presented: Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Stock-based compensation expense $ 5,261 $ 7,817 $ 15,190 $ 46,547 $ 23,705 CouponFollow Incentive Plan In connection with the acquisition of CouponFollow described in Note 4— ACQUISITIONS , which was consummated on March 4, 2022, the Company approved and adopted the CouponFollow Incentive Plan, which includes CouponFollow’s key employees, including CouponFollow’s founder (“Principal Participant” and together collectively the “Participants”). The CouponFollow Incentive Plan at the time of acquisition provided for total payments of $35,000 payable at the Company’s option in cash or in fully-vested shares of the Company’s Class A common stock, consisting of a fixed amount of $10,000 and contingent amounts of $25,000, which could be earned over a three calendar year period between each January 1 to December 31 of 2022, 2023 and 2024 (each a performance period). On September 6, 2023, in connection with entering into the Promissory Note (Refer to Note 13 —RELATED-PARTY TRANSACTIONS for additional information) , the parties made certain modifications to the CouponFollow Incentive Plan created in connection with closing the transactions contemplated by the Merger Agreement. Such modifications include (i) the lowering of the contingent earnout payout amounts from $25,000 to $21,250, (ii) the lowering of contingent earnout tier targets to the amounts noted below, (iii) the increase of the contingent earnout performance period by one year, and (iv) adding the requirement for the payment of the third fixed earnout amount to be in cash. The restructured CouponFollow Incentive Plan provides for total payments of $31,250 payable at the Company’s option in cash or in fully-vested shares of the Company’s Class A common stock (unless otherwise noted), consisting of a fixed amount of $10,000 and contingent amounts of $21,250, which can now be earned over a three calendar year period between each January 1 to December 31 of 2023, 2024 and 2025 (each a “Performance Period” and collectively, the “Performance Periods”). In order to receive any payments under the CouponFollow Incentive Plan, the Participants must maintain continuous employment through the last day of each Performance Period to be eligible for the following earnout payment amounts (with the exception of the Principal Participant who is still eligible if terminated without cause or if he terminates his employment for good reason) in the amounts and at the times set forth below: • Fixed Amount. Over the course of the original performance periods January 1 to December 31 of 2022, 2023 and 2024, the Company shall pay to each of the employed eligible Participants a total of $10,000 (the “Fixed Amount”) in three substantially equal pro rata installment payments (as set forth in each Participant’s applicable award agreement) within 60 days of the end of each performance period. The first two payments are to be settled at the Company’s option in cash or in fully-vested shares of the Company’s Class A common stock. The third payment is required to be settled in cash. • Tier 1 Target. If, during any of the Performance Periods, the CouponFollow business achieves the first tier TTM EBITDA (as defined in the CouponFollow Incentive Plan) for the first time (the “Tier 1 Target”), the Company will pay a total of $8,500 (the “Tier 1 Amount”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below. • Tier 2 Target. If, during any of the Performance Periods, the CouponFollow business achieves the second tier TTM EBITDA for the first time (the “Tier 2 Target”), the Company will pay an additional $6,375 (the “Tier 2 Amount”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below. • Tier 3 Target. If, during any of the Performance Periods, the CouponFollow business achieves the third tier TTM EBITDA for the first time (the “Tier 3 Target” and together with the Tier 1 Target and Tier 2 Target, collectively the “Targets”), the Company will pay an additional $6,375 (the “Tier 3 Amount” and together with the Tier 1 Amount and the Tier 2 Amount, collectively the “Tier Amounts”) in substantially equal pro rata amounts (as set forth in each Participant’s applicable award agreement) at the times in the table set forth below. Performance Period* Fixed Amount Tier 1 Amount** Tier 2 Amount** Tier 3 Amount** Total Maximum Payment per Performance Period Dec. 31, 2022*** $ 3,333 $ — $ — $ — $ 3,333 Dec. 31, 2023 3,333 2,833 — — 6,166 Dec. 31, 2024 3,334 2,833 3,187 — 9,354 Dec. 31, 2025 — 2,834 3,188 6,375 12,397 $ 10,000 $ 8,500 $ 6,375 $ 6,375 $ 31,250 *Payments for each applicable Performance Period are paid within 60 calendar days of the end of the applicable Performance Period. **If the Tier 1 Amount is not achieved in the first Performance Period but is achieved in the second Performance Period, the Tier 1 Amount for the first Performance Period shall be paid out at the end of the second Performance Period and if achieved in the third Performance Period the full amount will be paid at the end of the third Performance Period. If the Tier 2 Amount is not achieved in the second Performance Period but is achieved in the third Performance Period, the Tier 2 Amount will be paid at the end of the third Performance Period. If the Tier 2 Amount or the Tier 3 Amount is achieved in the first Performance Period, such Tier Amounts shall be paid as noted in the table above. ***$3,333 of the Fixed Amount relating to the original First Performance Period has already been earned and was paid out on March 1, 2023. If a Participant’s continued employment is terminated prior to applicable payment date(s), with the exception of the Principal Participant as discussed above, the Company will reverse all prior liabilities for their pro rata share of any Tier Amounts associated with that Participant. If the Company elects to settle the payment obligations with respect to any Tier Amount in shares of the Company’s Class A common stock, the number of shares payable under the CouponFollow Incentive Plan will be determined based on the VWAP of the Company’s Class A common stock. As of September 30, 2023, the Company has determined that it was not probable that the CouponFollow business would achieve any o f the contingent earnout targets during the Performance Periods, and accordingly, it did not record a liability for any of the tier amounts set forth in the CouponFollow Incentive Plan. During the three and nine months ended September 30, 2023, the Company recognized $809 and $1,910, respectively, for the Fixed Amount of the CouponFollow Incentive Plan within Salaries and benefits expenses on the accompanying condensed consolidated statements of operations. The amount for the nine months ended September 30, 2023 is net of a $566 difference between the fair value of the Class A common stock issued to settle the earnout liability for the First Performance Period for fiscal 2022 and the carrying value of the earnout liability. On March 1, 2023, the Company settled the first Fixed Amount of $3,333 for the performance period ending December 31, 2022, in shares. The Company issued 407 shares of Class A Common stock, with an aggregate fair value of $1,658, net of shares withheld for taxes, on the date of settlement.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	DISCONTINUED OPERATIONSOn September 6, 2023, the Company announced that it received a non-binding IOI from JDI, a significant shareholder of the Company which is principally owned and managed by certain members of the Protected management team, regarding the possible acquisition of the Protected business. The offer consisted of $240,000 in cash, the assumption of certain potential earnout payments in respect of Protected and the delivery of approximately 29,138 of the Company's Class A shares held by JDI and related persons. As a result, the Company committed to a plan to sell the Protected business and began performing customary actions required to execute the sale. The Company has determined that the disposition of Protected represents a strategic shift that will have a major effect on its results of operations. The Protected business met the criteria to be reported as assets held for sale and discontinued operations as of September 30, 2023, and accordingly, all prior comparable periods have been recast to conform to the current period presentation. Impairment of the Subscription Reporting Unit (the Protected Business) Upon classifying the Protected Business as held for sale as of September 30, 2023, the Company performed a goodwill impairment test on the Subscription reporting unit resulting in a goodwill impairment charge of $115,483. This impairment was the result of decreases in long-term forecasts due to recent adverse customer trends and other macroeconomic outcomes. The Company recorded a further impairment loss of $3,276 upon the classification of the disposal group as held for sale, for a total impairment charge of $118,759 that was recorded in the results of discontinued operations for the three and nine months September 30, 2023. There was no tax benefit of this charge for the three and nine months ended September 30, 2023. The following table presents the assets and liabilities classified as held for sale from discontinued operations as of September 30, 2023 and December 31, 2022: Successor September 30, 2023 December 31, 2022 Carrying amount of assets included as part of discontinued operations: Current assets: Cash and cash equivalents $ 10,846 $ 15,701 Restricted cash, current 1,545 3,357 Other current assets, net 1 475 1,234 Current assets held for sale from discontinued operations 12,866 20,292 Property and equipment, net 1,706 860 Intangible assets, net 94,825 121,025 Goodwill 317,701 433,184 Total assets held for sale from discontinued operations $ 427,098 $ 575,361 Carrying amount of liabilities included as part of discontinued operations: Current liabilities: Protected.net incentive plan liability, current $ 8,559 $ 15,436 Deferred revenue 80,834 68,611 Other current liabilities 27,179 17,371 Current liabilities held for sale from discontinued operations 116,572 101,418 Protected.net incentive plan liability, non-current 28,605 15,824 Deferred tax liability 9,939 15,286 Other liabilities $ — $ 3,366 Total liabilities held for sale from discontinued operations $ 155,116 $ 135,894 ______________________ 1 Includes a $3,276 contra asset for the estimated remaining costs to sell Protected as of September 30, 2023. Refer to the Impairment discussion above. The financial results of Protected are presented as loss from discontinued operations, net of taxes in the unaudited condensed consolidated statements of operations. The following table presents the summarized discontinued operations unaudited condensed consolidated statements of operations: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Revenue $ 54,550 $ 44,281 $ 151,610 $ 114,923 Operating expenses Cost of revenue (excluding depreciation and amortization) 51,373 26,463 126,047 68,929 Salaries and benefits 10,144 25,332 36,738 46,971 Selling, general, and administrative 6,796 3,847 11,507 10,292 Depreciation and amortization 8,385 13,291 26,729 35,867 Impairment of goodwill 115,483 — 115,483 — Impairment of assets held for sale 3,276 — 3,276 — Total operating expenses 195,457 68,933 319,780 162,059 Operating loss (140,907) (24,652) (168,170) (47,136) Interest expense (income), net (47) 278 10 124 Loss from discontinued operations before income taxes (140,860) (24,930) (168,180) (47,260) Income tax benefit (3,651) (10,853) (4,958) (11,411) Net loss from discontinued operations $ (137,209) $ (14,077) $ (163,222) $ (35,849) 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 Consolidated Statements of Cash Flows: Successor Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Impairment of goodwill $ 115,483 $ — Impairment of assets held for sale 3,276 — Depreciation and amortization 26,729 35,867 Stock-based compensation 28,716 42,300 Capital expenditures 1,451 415 Discontinued Operations Related-Party Transactions Payment Processing Agreement Protected utilizes multiple payment processors in order to process credit card payments from its subscription customers, including Paysafe Financial Services Limited (“Paysafe”). In March 2021, Paysafe completed a merger with Foley Trasimene Acquisition Corp. II (“Foley Trasimene”), a special purpose acquisition company sponsored by entities affiliated with William Foley, who was also a sponsor of Trebia Acquisition Corp. and was a member of the Company’s Board of Directors. Protected's payment processing agreement with Paysafe was negotiated before the announcements of both (i) the Merger as well as (ii) the business combination between Paysafe and Foley Trasimene. The Company incurred credit card processing fees related to Paysafe for the three months ended September 30, 2023 and 2022 (Successor), of $4,246 and $3,154, respectively. The Company incurred credit card processing fees related to Paysafe for the nine months ended September 30, 2023, the period from January 27, 2022 through September 30, 2022 (Successor) and the period January 1, 2022 through January 26, 2022 (Predecessor) of $11,855, $8,004 and $0, respectively. The amount receivable from Paysafe was $449 and $2,447 as of September 30, 2023 (Successor) and December 31, 2022 (Successor), respectively. Office Facilities The Company has an agreement with JDI Property Holdings Limited (“JDI Property”), an entity controlled by a director of the Company, which allows for the Company to occupy desks at the property owned by JDI Property property in such a place as JDI Property specifies from time to time in exchange for GBP 52 per month. The agreement with JDI Property expires on October 31, 2026. Additionally, the Company utilizes a JDI Property credit card for certain office and operating expenses related to the Protected business, and the Company reimburses JDI Property monthly for any charges incurred by the Company on such card. The amount owed to JDI Property was immaterial as of September 30, 2023 (Successor) and December 31, 2022 (Successor). Protected Incentive Plan Installment Payments On August 30, 2022, the Company, Protected and Just Develop It Limited (“JDI”), an entity controlled by a director of the Company, entered into a Conditional Consent, Waiver and Acknowledgement (the “Waiver”) pursuant to which JDI agreed to waive its right to the Year 3 Stock Bonus Pool (as such term is defined in the BCA), consisting of $50,000 of Class A common stock payable in January 2024 and as set forth in Section 12.11(a) of the BCA dated June 28, 2021 (as amended), by and among S1 Holdco, Protected and the other parties signatory thereto in exchange for $40,000 in cash payable in four (4) quarterly installments of $10,000 each, commencing on August 30, 2022 and on each three (3) month anniversary thereafter. On June 1, 2023, the Company further modified the 2023 Award, deferring the last quarterly cash installment of $10,000 such that $5,000 was due on May 30, 2023, $5,000 was due on July 1, 2023, and providing additional cash bonus payments of up to $10,000 if certain performance thresholds around marketing spend and operating contribution of Protected is achieved on or before December 31, 2024. As of September 30, 2023, none of the performance thresholds have been met, and therefore, none of the additional cash bonus payments have been paid. However, the Company believes it is probable that the performance threshold will be met. The liabilities associated with this award is included within Current liabilities held for sale from discontinued operations on the condensed consolidated balance sheets. Refer to Note 14— STOCK-BASED COMPENSATION for additional information. The Company recognized $5,594 and $25,904, during the three and nine months ended September 30, 2023, respectively, for the Protected Incentive Plan within salaries and benefits of discontinued operations within the condensed consolidated statements of operations . Although the last twelve months cash EBITDA target for the 2024 Award of the Protected Incentive Plan has not yet been met, the Company determined that it was probable of achievement. Refer to Note 14— STOCK-BASED COMPENSATION for additional information.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Receivables Purchase Agreement On November 8, 2023, System1 OpCo LLC (a subsidiary of S1 Holdco) entered into an agreement with OAREX Funding, LLC (the “Factor”) for the purchase and sale of accounts receivable related to its advertising business (the “Receivables Purchase Agreement”). Based on the terms of the agreement, the Factor advances up to 80% of transferred customer receivables and holds the remaining as a reserve until the customer pays the Factor. The initial maximum advance amount is $5,000 with the potential to increase the maximum amount to $20,000 (upon approval from the Factor’s lender). These reserves are remitted to the Company upon customer payment, less applicable discount fees. The Company is initially charged 1.3% of the advance amount for each invoice purchased for the first 30 days after the purchase date of the receivable and 0.43% on the face value for every subsequent 10-day period or portion thereof until the transferred receivable is collected. As collateral securing the amounts owed to the Factor, the Company grants the Factor a continuing first priority security interest in all purchased accounts receivable and any related payments. This factoring agreement is effective for an initial 12-month period and continues for additional 12-month periods until terminated through release from the Company after repayment of all amounts owed to the Factor or earlier under occurrence of certain events of default, including default of the Term Loan and 2022 Revolving Facility . As of the date of issuance of these financial statements, $5,000 is the maximum advance amount with no amounts advanced. The Company is currently evaluating the accounting impact of this arrangement.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of System1 and its subsidiaries for the Successor periods, and S1 Holdco for the Predecessor period. All intercompany accounts and transactions have been eliminated in the consolidation of the financial statements. The condensed consolidated financial statements have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (Successor), the three months ended September 30, 2022 (Successor), the period from January 1, 2022 through January 26, 2022 (Predecessor) and for the period from January 27, 2022 through September 30, 2022 (Successor) are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter.
Principles of Consolidation	The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of System1 and its subsidiaries for the Successor periods, and S1 Holdco for the Predecessor period. All intercompany accounts and transactions have been eliminated in the consolidation of the financial statements. The condensed consolidated financial statements have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The condensed consolidated statements of operations for the three and nine months ended September 30, 2023 (Successor), the three months ended September 30, 2022 (Successor), the period from January 1, 2022 through January 26, 2022 (Predecessor) and for the period from January 27, 2022 through September 30, 2022 (Successor) are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter.
Discontinued Operations	Discontinued Operations The Company presents discontinued operations when there is a disposal of a component or a group of components that represents a strategic shift that will have a major effect on operations and financial results. The results of discontinued operations are reported in net income from discontinued operations in the condensed consolidated statements of operations for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell. Assets and liabilities related to a business classified as held for sale which also meets the criteria for discontinued operations are segregated in the condensed consolidated balance sheets for the current and prior periods presented.
Adoption of Recent Accounting Pronouncements	Adoption of Recent Accounting Pronouncements On January 1, 2023, the Company adopted ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Loss on Financial Instruments". Accordingly, upon adoption of this new standard, the Company recorded an allowance for credit losses of $327, with a corresponding cumulative adjustment to the beginning balance of accumulated deficit in the first quarter of fiscal 2023.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. 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. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to: (1) valuation of goodwill, acquired intangible assets and long-lived assets, (2) valuation and recognition of the Company's stock-based compensation awards, (3) valuation of the Protected disposal group, and (4) income taxes. Significant estimates affecting the condensed consolidated financial statements have been prepared on the basis of the most current and best available information, including historical experience, known trends and other market-specific or other relevant factors that the Company believes to be reasonable. Management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods which they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the condensed consolidated financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Cash is deposited with high-credit-quality financial institutions and, at times, such balances with any one financial institution may exceed the insurance limits of the prevailing regulatory body. Historically, the Company has not

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Table Illustrates the Level of Concentration as a Percentage of Total Revenue	The following table illustrates the level of concentration as a percentage of total revenue for the Company's key Advertising Partners: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Google 84 % 86 % 86 % 87 % 88 % Microsoft 2 % 4 % 2 % 4 % 4 %

MERGER (Tables)

MERGER (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed	The purchase consideration, inclusive of the Protected assets and liabilities, was allocated to the following assets and liabilities: Amount Tangible assets acquired and liabilities assumed: Cash and marketable securities $ 68,748 Accounts receivable 79,086 Prepaid expenses 7,807 Income tax receivable 4,566 Property, plant & equipment, net 1,551 Other assets 6,950 Accounts payable (9,798) Deferred revenue (60,768) Accrued expenses and other current liabilities (110,004) Income tax payable (2,091) Notes payable (172,038) Deferred tax liabilities (138,613) Other liabilities (8,474) Total tangible assets acquired and liabilities assumed (333,078) Intangible assets 562,100 Goodwill 821,277 Net assets acquired $ 1,050,299 Consideration: Cash $ 440,155 Equity 411,453 Total consideration attributable to System1 851,608 Total consideration attributable to non-controlling interest 198,691 Total consideration $ 1,050,299
Schedule of Acquired Finite-Lived Intangible Assets by Major Class	The intangible assets, inclusive of the Protected intangible assets, as of the closing date of the acquisition included: Amount Weighted Average Useful Life (in Years) Trademarks $ 246,400 10 Customer relationships 119,700 4 Technology 196,000 4 Total $ 562,100
Schedule of Pro Forma Net Revenue and Net Income	The following table provides unaudited pro forma information as if the Merger, inclusive of Protected, and other 2022 acquisitions (r efer to Note 4 —ACQUISITIONS ) occurred as of January 1, 2021. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, adjustments for transaction expenses, adjustments for certain stock-based compensation and equity related expenses incurred as a result of the transaction and the resulting tax effects, as if the Merger and acquisitions of Answers, CouponFollow and RoadWarrior occurred January 1, 2021. The pro forma results do not include any anticipated cost synergies or other effects of the merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. Nine months ended September 30, 2022 Pro forma revenue $ 657,013 Pro forma net (loss) $ (310,944)

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Business Acquisition [Line Items]
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed	The purchase consideration, inclusive of the Protected assets and liabilities, was allocated to the following assets and liabilities: Amount Tangible assets acquired and liabilities assumed: Cash and marketable securities $ 68,748 Accounts receivable 79,086 Prepaid expenses 7,807 Income tax receivable 4,566 Property, plant & equipment, net 1,551 Other assets 6,950 Accounts payable (9,798) Deferred revenue (60,768) Accrued expenses and other current liabilities (110,004) Income tax payable (2,091) Notes payable (172,038) Deferred tax liabilities (138,613) Other liabilities (8,474) Total tangible assets acquired and liabilities assumed (333,078) Intangible assets 562,100 Goodwill 821,277 Net assets acquired $ 1,050,299 Consideration: Cash $ 440,155 Equity 411,453 Total consideration attributable to System1 851,608 Total consideration attributable to non-controlling interest 198,691 Total consideration $ 1,050,299
Answers Holdings, Inc.
Business Acquisition [Line Items]
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed	The purchase consideration was allocated to the following assets and liabilities: Amount Assets acquired and liabilities assumed: Working capital $ 32 Trademark - 10 years weighted average useful life 1,100 Goodwill 3,500 Net assets acquired $ 4,632 Total consideration: Cash $ 4,632
NextGen Shopping, Inc
Business Acquisition [Line Items]
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed	The purchase consideration was allocated to the following assets and liabilities: Amount Cash and cash equivalents $ 21,232 Accounts receivable 5,860 Other current assets 446 Accounts payable (116) Accrued expenses and other current liabilities (118) Income tax payable (197) Deferred tax liabilities (10,895) Trademark - 10 years weighted average useful life 38,100 Software - 4 years weighted average useful life 4,100 Goodwill 42,175 Net assets acquired $ 100,587 Consideration: Cash $ 75,087 Equity 25,500 Total consideration $ 100,587
RoadWarrior, LLC
Business Acquisition [Line Items]
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed	The purchase consideration was allocated to the following assets and liabilities: Amount Working capital $ 155 Trademark - 10 years weighted average useful life 2,200 Software - 4 years weighted average useful life 1,000 Customer relationships - 3 years weighted average useful life 1,300 Goodwill 14,981 Net assets acquired $ 19,636 Total consideration Cash $ 19,636

GOODWILL, INTERNAL-USE SOFTWA_2

GOODWILL, INTERNAL-USE SOFTWARE DEVELOPMENT COSTS, NET, AND INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Internal-use software development costs and intangible assets, net consisted of the following: September 30, 2023 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Total internal-use software development costs $ 12,966 $ (1,632) $ 11,334 Intangible assets, net: Trademarks and trade names $ 236,053 $ (39,150) $ 196,903 Developed technology 196,128 (82,096) 114,032 Software 5,100 (2,022) 3,078 Customer relationships 2,900 (1,247) 1,653 Total intangible assets, net $ 440,181 $ (124,515) $ 315,666 December 31, 2022 (Successor) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Total internal-use software development costs $ 7,206 $ (258) $ 6,948 Intangible assets, net: Trademarks and trade names $ 236,053 $ (21,450) $ 214,603 Developed technology 196,128 (45,322) 150,806 Software 5,100 (1,066) 4,034 Customer relationships 2,900 (682) 2,218 Total intangible assets, net $ 440,181 $ (68,520) $ 371,661 Amortization expense associated with the Company’s intangible assets and internal-use software development costs was as follows: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Amortization expense for internal-use software development $ 716 $ 90 $ 2,112 $ 233 $ 355 Amortization expense for intangible assets $ 18,665 $ 18,660 $ 55,995 $ 49,818 $ 629

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Liabilities	Successor September 30, 2023 December 31, 2022 Accrued revenue share $ 21,716 $ 16,921 Accrued marketing expenses 17,777 35,311 Accrued payroll and related benefits 10,859 12,863 Accrued professional fees 2,465 2,706 Deferred revenue 2,076 1,553 Accrued tax liability 813 1,092 Holdback liability — 6,885 Other liabilities 10,145 7,659 Accrued expenses and other current liabilities $ 65,851 $ 84,990

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Income Tax Benefit and the Effective Income Tax Rate	The following table presents the Company’s Income tax benefit and the effective income tax rate: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Income tax benefit $ (920) $ (69,796) $ (10,626) $ (84,341) $ (629) Effective tax rate 3 % 19 % 11 % 19 % 2 %

DEBT, NET (Tables)

DEBT, NET (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	The carrying values of the Company's debt, net of discounts, deferred financing and debt issuance costs were as follows: Successor September 30, 2023 December 31, 2022 Term Loan 1,2 $ 353,273 $ 364,525 2022 Revolving Facility 50,000 50,000 Total Debt, net $ 403,273 $ 414,525 _______________ 1 Includes loan fees of $996 and $1,061, as of September 30, 2023, and December 31, 2022, 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 $308,950 as of September 30, 2023.

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on Recurring Basis	The following tables present the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis: Successor September 30, 2023 December 31, 2022 Level 1 Level 1 Public warrants $ 925 $ 7,798
Schedule of Estimated Fair Value of Liabilities	Changes in estimated fair value of financial liabilities were as follows: Former CEO equity profits interest Contingent consideration Level 3 Level 3 Fair value of liabilities at December 31, 2021 (Predecessor) and January 26, 2022 (Predecessor) $ 11,132 $ 1,682 Public Warrant liability Private Warrant liability Contingent consideration Level 1 Level 2 Level 3 Fair value of liabilities at January 27, 2022 (Successor) $ 18,285 $ 8,727 $ 1,682 Additions — — 28 Settlements (1,147) (21,818) (1,715) Change in fair value 1,020 13,091 5 Fair value of liabilities at September 30, 2022 (Successor) $ 18,158 $ — $ — Public Warrant liability Level 1 Fair value of liabilities at December 31, 2022 (Successor) $ 7,798 Change in fair value (6,873) Fair value of liabilities at September 30, 2023 (Successor) $ 925

NET LOSS PER SHARE OR UNIT (Tab

NET LOSS PER SHARE OR UNIT (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Share	Basic and diluted net loss per share was calculated as follows: Successor Predecessor Three Months Ended Three Months Ended Nine Months Ended Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Basic and diluted net loss per share: Net loss from continuing operations attributable to System1, Inc. $ (0.21) $ (2.53) $ (0.73) $ (3.11) n/a Net loss from discontinued operations, net of tax attributable to System1, Inc. (1.19) (0.13) (1.42) (0.32) n/a Basic and Diluted Net loss per share $ (1.40) $ (2.66) $ (2.15) $ (3.43) n/a Numerator: Net loss from continuing operations attributable to System1, Inc. $ (19,790) $ (230,353) $ (67,864) $ (274,736) n/a Net loss from discontinued operations, net of tax attributable to System1, Inc. (111,643) (11,344) (132,750) (28,767) n/a Net loss attributable to System1, Inc. $ (131,433) $ (241,697) $ (200,614) $ (303,503) n/a Denominator: Weighted-average common shares outstanding used in computing basic and diluted net loss per share 93,941 91,002 93,281 88,397 n/a Basic and diluted net loss per unit n/a n/a n/a n/a $ (1.81) Numerator: Net loss n/a n/a n/a n/a $ (37,061) Denominator: Weighted-average membership units outstanding - basic and diluted n/a n/a n/a n/a 20,488

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following table summarizes revenue by the Company's reportable segments: Successor Predecessor Three Months Ended Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Owned and Operated Advertising $ 66,187 $ 143,600 $ 249,512 $ 428,436 $ 49,249 Partner Network 21,631 13,295 56,339 43,722 3,463 Total revenue $ 87,818 $ 156,895 $ 305,851 $ 472,158 $ 52,712 The following table summarizes adjusted gross profit by the Company's reportable segments: Successor Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Owned and Operated Advertising $ 23,886 $ 37,261 $ 81,314 $ 103,478 $ 8,768 Partner Network 15,312 10,301 40,337 32,622 3,012 Adjusted gross profit $ 39,198 47,562 121,651 $ 136,100 $ 11,780 Other cost of revenue 1,965 1,884 5,995 5,635 575 Salaries and benefits 26,689 30,270 82,484 106,340 31,181 Selling, general and administrative 11,808 11,572 42,004 36,962 15,665 Depreciation and amortization 19,584 18,923 58,666 50,369 1,000 Impairment of goodwill — 340,109 — 340,109 — Interest expense, net 13,053 9,733 36,789 21,987 1,049 Loss on restructure of related-party debt 619 — 619 — — Change in fair value of warrant liabilities (7,482) 4,489 (6,873) 14,111 — Net loss before income tax $ (27,038) $ (369,418) $ (98,033) $ (439,413) $ (37,690)
Schedule of Revenues Disaggregated by Geographic Region	The following table summarizes revenue by geographic region: Successor Predecessor Geographic Region Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 United States $ 81,512 $ 156,726 $ 292,122 $ 459,206 $ 51,701 Other countries 6,306 169 13,729 12,952 1,011 Total revenue $ 87,818 $ 156,895 $ 305,851 $ 472,158 $ 52,712
Schedule of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region	The following table summarizes property and equipment, net and operating leases by applicable reportable segment: Successor September 30, 2023 December 31, 2022 Owned and Operated Advertising $ 8,392 $ 9,646

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Total Stock-Based Compensation Expense	The Company recorded the following stock-based compensation expense for the periods presented: Predecessor Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Period from January 1, 2022 through January 26, 2022 Stock-based compensation expense $ 5,261 $ 7,817 $ 15,190 $ 46,547 $ 23,705 Performance Period* Fixed Amount Tier 1 Amount** Tier 2 Amount** Tier 3 Amount** Total Maximum Payment per Performance Period Dec. 31, 2022*** $ 3,333 $ — $ — $ — $ 3,333 Dec. 31, 2023 3,333 2,833 — — 6,166 Dec. 31, 2024 3,334 2,833 3,187 — 9,354 Dec. 31, 2025 — 2,834 3,188 6,375 12,397 $ 10,000 $ 8,500 $ 6,375 $ 6,375 $ 31,250 *Payments for each applicable Performance Period are paid within 60 calendar days of the end of the applicable Performance Period. **If the Tier 1 Amount is not achieved in the first Performance Period but is achieved in the second Performance Period, the Tier 1 Amount for the first Performance Period shall be paid out at the end of the second Performance Period and if achieved in the third Performance Period the full amount will be paid at the end of the third Performance Period. If the Tier 2 Amount is not achieved in the second Performance Period but is achieved in the third Performance Period, the Tier 2 Amount will be paid at the end of the third Performance Period. If the Tier 2 Amount or the Tier 3 Amount is achieved in the first Performance Period, such Tier Amounts shall be paid as noted in the table above. ***$3,333 of the Fixed Amount relating to the original First Performance Period has already been earned and was paid out on March 1, 2023.

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	The following table presents the assets and liabilities classified as held for sale from discontinued operations as of September 30, 2023 and December 31, 2022: Successor September 30, 2023 December 31, 2022 Carrying amount of assets included as part of discontinued operations: Current assets: Cash and cash equivalents $ 10,846 $ 15,701 Restricted cash, current 1,545 3,357 Other current assets, net 1 475 1,234 Current assets held for sale from discontinued operations 12,866 20,292 Property and equipment, net 1,706 860 Intangible assets, net 94,825 121,025 Goodwill 317,701 433,184 Total assets held for sale from discontinued operations $ 427,098 $ 575,361 Carrying amount of liabilities included as part of discontinued operations: Current liabilities: Protected.net incentive plan liability, current $ 8,559 $ 15,436 Deferred revenue 80,834 68,611 Other current liabilities 27,179 17,371 Current liabilities held for sale from discontinued operations 116,572 101,418 Protected.net incentive plan liability, non-current 28,605 15,824 Deferred tax liability 9,939 15,286 Other liabilities $ — $ 3,366 Total liabilities held for sale from discontinued operations $ 155,116 $ 135,894 ______________________ 1 Includes a $3,276 contra asset for the estimated remaining costs to sell Protected as of September 30, 2023. Refer to the Impairment discussion above. Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Revenue $ 54,550 $ 44,281 $ 151,610 $ 114,923 Operating expenses Cost of revenue (excluding depreciation and amortization) 51,373 26,463 126,047 68,929 Salaries and benefits 10,144 25,332 36,738 46,971 Selling, general, and administrative 6,796 3,847 11,507 10,292 Depreciation and amortization 8,385 13,291 26,729 35,867 Impairment of goodwill 115,483 — 115,483 — Impairment of assets held for sale 3,276 — 3,276 — Total operating expenses 195,457 68,933 319,780 162,059 Operating loss (140,907) (24,652) (168,170) (47,136) Interest expense (income), net (47) 278 10 124 Loss from discontinued operations before income taxes (140,860) (24,930) (168,180) (47,260) Income tax benefit (3,651) (10,853) (4,958) (11,411) Net loss from discontinued operations $ (137,209) $ (14,077) $ (163,222) $ (35,849) 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 Consolidated Statements of Cash Flows: Successor Nine Months Ended September 30, 2023 Period from January 27, 2022 through September 30, 2022 Impairment of goodwill $ 115,483 $ — Impairment of assets held for sale 3,276 — Depreciation and amortization 26,729 35,867 Stock-based compensation 28,716 42,300 Capital expenditures 1,451 415

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		8 Months Ended	9 Months Ended
	Nov. 08, 2023	Nov. 30, 2023	Jan. 26, 2022	Sep. 30, 2022	Sep. 30, 2023	Oct. 31, 2023	Sep. 06, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Cash and cash equivalents			$ 36,833	$ 16,532	$ 4,853			$ 8,905
Accumulated deficit					(646,242)			$ (445,301)
Net cash provided by (used in) operating activities			$ (10,603)	$ (742)	(5,908)
Subsequent Event | OAREX Funding, LLC | Receivable Purchase Agreement
Business Acquisition [Line Items]
Initial maximum advance	$ 5,000	$ 5,000
Promissory Note | Subsidiaries
Business Acquisition [Line Items]
Principle amount					5,156		$ 5,156
Promissory Note | Subsidiaries | Subsequent Event
Business Acquisition [Line Items]
Annualized savings						$ 14,500
Promissory Note | Onyx
Business Acquisition [Line Items]
Principle amount					10,000
Promissory Note | OpenMail2
Business Acquisition [Line Items]
Principle amount					2,500
Revolving Credit Facility | 2023 Revolving Note
Business Acquisition [Line Items]
Periodic payment					$ 15,000
Discontinued Operations, Held-for-sale | JDIL
Business Acquisition [Line Items]
Proceeds from sale							240,000
Discontinued Operations, Held-for-sale | JDIL | Class A Common Stock
Business Acquisition [Line Items]
Shares held							$ 29,138

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ASU No. 2016-13 Adoption (Details) $ in Thousands	Jan. 01, 2023 USD ($)
Accounting Standards Update 2016-13
Lessee, Lease, Description [Line Items]
Accounts receivable, credit allowance	$ 327

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Table Illustrates the Level of Concentration as a Percentage of Total Revenues (Details) - Revenue Benchmark - Advertising Partner Risk	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Google
Product Information [Line Items]
Concentration risk, percentage	88%	84%	86%	87%	86%
Microsoft
Product Information [Line Items]
Concentration risk, percentage	4%	2%	4%	4%	2%

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capital Resources and Liquidity (Details) - customer	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Product Information [Line Items]
Number of customers	2	2
Google | Accounts Receivable | Advertising Partner Risk
Product Information [Line Items]
Concentration risk, percentage	74%	68%
Yahoo | Accounts Receivable | Advertising Partner Risk
Product Information [Line Items]
Concentration risk, percentage	6%	12%

MERGER - Narrative (Details)

MERGER - Narrative (Details)				1 Months Ended	2 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 27, 2022 shares	Jan. 26, 2022 USD ($) $ / shares shares	Jan. 10, 2022 USD ($) shares	Jan. 26, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares
Business Acquisition [Line Items]
Share based expense				$ 23,705,000		$ 5,261,000	$ 7,817,000	$ 46,547,000	$ 15,190,000
Selling, general, and administrative				15,665,000		$ 11,808,000	$ 11,572,000	$ 36,962,000	$ 42,004,000
Allocation and payment from the actual savings						85%			85%
Determined fair value of obligations under agreement						$ 0			$ 0
Business Combination Agreement
Business Acquisition [Line Items]
Cash		$ 440,155,000
Equity		411,453,000
Total consideration attributable to non-controlling interest		$ 198,691,000		$ 198,691,000
Share based expense					$ 7,706,000
Selling, general, and administrative					$ 661,000
Business Combination Agreement | Cannae | Financial Standby Letter of Credit
Business Acquisition [Line Items]
Backstop agreement, subscription for number of shares to be redeemed (in shares) | shares		25,000		25,000
Subscription redemption amount		$ 250,000		$ 250,000
Aggregate commitment redemption value		$ 246,484,000		$ 246,484,000
Backstop shares received (in shares) | shares		24,648,000
Business Combination Agreement | Trebia Acquisition Corporation
Business Acquisition [Line Items]
Forward purchase liability			$ 25,336,000
Business Combination Agreement | Class A Common Stock
Business Acquisition [Line Items]
Equity		$ 610,144,000
Business acquisition, share price (in dollars per share) | $ / shares		$ 10		$ 10
Lock-up period, discount rate (in percent)		10%		10%
Common stock exchange ratio		1		1	1
Business Combination Agreement | Class A Common Stock | Cannae
Business Acquisition [Line Items]
Share issued (in shares) | shares	2,533,000
Business Combination Agreement | Class C Common Stock
Business Acquisition [Line Items]
Business acquisition, share price (in dollars per share) | $ / shares		$ 10		$ 10
Lock-up period, discount rate (in percent)		10%		10%
Business Combination Agreement | Class B Common Stock
Business Acquisition [Line Items]
Business acquisition, share price (in dollars per share) | $ / shares		$ 10		$ 10
Lock-up period, discount rate (in percent)		10%		10%
Issuance of common stock in connection with the acquisition of business (in shares) | shares		22,077,000
Business Combination Agreement | Class B Common Stock | Trebia Acquisition Corporation
Business Acquisition [Line Items]
Forfeited shares (in shares) | shares					930,000
Business Combination Agreement | Class B Common Stock | Trebia Acquisition Corporation | Restricted Stock
Business Acquisition [Line Items]
Share issued (in shares) | shares									1,450
Business Combination Agreement | Class B Common Stock | Trebia Acquisition Corporation | Amended And Restated Backstop Facility Agreement
Business Acquisition [Line Items]
Forfeited shares (in shares) | shares	2,533,000		2,600,000
Business Combination Agreement | Class D Common Stock | Restricted Stock
Business Acquisition [Line Items]
Share issued (in shares) | shares									1,450
Business Combination Agreement | Class D Common Stock | Restricted Stock Units
Business Acquisition [Line Items]
Share issued (in shares) | shares									1,450

MERGER - Fair Value of the Asse

MERGER - Fair Value of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jan. 26, 2022	Sep. 30, 2023	Dec. 31, 2022
Tangible assets acquired and liabilities assumed:
Goodwill		$ 82,407	$ 82,407
Business Combination Agreement
Tangible assets acquired and liabilities assumed:
Cash and marketable securities	$ 68,748
Accounts receivable	79,086
Prepaid expenses	7,807
Income tax receivable	4,566
Property, plant & equipment, net	1,551
Other assets	6,950
Accounts payable	(9,798)
Deferred revenue	(60,768)
Accrued expenses and other current liabilities	(110,004)
Income tax payable	(2,091)
Notes payable	(172,038)
Deferred tax liabilities	(138,613)
Other liabilities	(8,474)
Total tangible assets acquired and liabilities assumed	(333,078)
Intangible assets	562,100
Goodwill	821,277
Net assets acquired	1,050,299
Consideration:
Cash	440,155
Equity	411,453
Total consideration attributable to System1	851,608
Total consideration attributable to non-controlling interest	$ 198,691

MERGER - Intangible Assets (Det

MERGER - Intangible Assets (Details) - Business Combination Agreement $ in Thousands	Jan. 26, 2022 USD ($)
Business Acquisition [Line Items]
Amount	$ 562,100
Trademarks
Business Acquisition [Line Items]
Amount	$ 246,400
Weighted Average Useful Life (in Years)	10 years
Customer Relationships
Business Acquisition [Line Items]
Amount	$ 119,700
Weighted Average Useful Life (in Years)	4 years
Technology
Business Acquisition [Line Items]
Amount	$ 196,000
Weighted Average Useful Life (in Years)	4 years

MERGER - Pro Forma Net Revenue

MERGER - Pro Forma Net Revenue and Net Income (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Pro forma revenue	$ 657,013
Pro forma net (loss)	$ (310,944)

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands						3 Months Ended		8 Months Ended
	Sep. 06, 2023	May 04, 2023	May 04, 2022	Mar. 04, 2022	Feb. 09, 2022	Sep. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Promissory Note | Subsidiaries
Business Acquisition, Contingent Consideration [Line Items]
Principle amount	$ 5,156					$ 5,156
Answers Holdings, Inc.
Business Acquisition, Contingent Consideration [Line Items]
Cash			$ 4,632
Weighted-average useful lives in years		15 years
Acquisition related costs								$ 93
NextGen Shopping, Inc
Business Acquisition, Contingent Consideration [Line Items]
Cash				$ 75,087			$ 16,446
Acquisition related costs								813
Business acquisition, deferred				16,446
Holdback liability				$ 5,600
Discount rate				7.50%
Held-back consideration payable term						18 months
Transaction costs				$ 3,129
Committed to pay post combination compensation amount				8,500
Future stock or cash consideration				10,000
Contingent consideration				25,000
Working capital adjustments	158
NextGen Shopping, Inc | Promissory Note | Subsidiaries
Business Acquisition, Contingent Consideration [Line Items]
Principle amount	$ 5,156
NextGen Shopping, Inc | Class A Common Stock
Business Acquisition, Contingent Consideration [Line Items]
Fair value				$ 25,500
Number of shares issued (in shares)				2
RoadWarrior, LLC
Business Acquisition, Contingent Consideration [Line Items]
Cash					$ 19,636
Weighted-average useful lives in years					15 years
Acquisition related costs								$ 308

ACQUISITIONS - Fair Value of th

ACQUISITIONS - Fair Value of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands					3 Months Ended
	May 04, 2023	May 04, 2022	Mar. 04, 2022	Feb. 09, 2022	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Tangible assets acquired and liabilities assumed:
Goodwill						$ 82,407	$ 82,407
Answers Holdings, Inc.
Tangible assets acquired and liabilities assumed:
Working capital		$ 32
Goodwill		3,500
Net assets acquired		4,632
Consideration:
Cash		4,632
Weighted Average Useful Life (in Years)	15 years
Answers Holdings, Inc. | Trademarks
Tangible assets acquired and liabilities assumed:
Intangible assets		$ 1,100
Consideration:
Weighted Average Useful Life (in Years)		10 years
NextGen Shopping, Inc
Tangible assets acquired and liabilities assumed:
Goodwill			$ 42,175
Cash and cash equivalents			21,232
Accounts receivable			5,860
Other current assets			446
Accounts payable			(116)
Accrued expenses and other current liabilities			(118)
Income tax payable			(197)
Deferred tax liabilities			(10,895)
Net assets acquired			100,587
Consideration:
Cash			75,087		$ 16,446
Equity			25,500
Total consideration attributable to System1			100,587
NextGen Shopping, Inc | Trademarks
Tangible assets acquired and liabilities assumed:
Intangible assets			$ 38,100
Consideration:
Weighted Average Useful Life (in Years)			10 years
NextGen Shopping, Inc | Software
Tangible assets acquired and liabilities assumed:
Intangible assets			$ 4,100
Consideration:
Weighted Average Useful Life (in Years)			4 years
RoadWarrior, LLC
Tangible assets acquired and liabilities assumed:
Working capital				$ 155
Goodwill				14,981
Net assets acquired				19,636
Consideration:
Cash				$ 19,636
Weighted Average Useful Life (in Years)				15 years
RoadWarrior, LLC | Trademarks
Tangible assets acquired and liabilities assumed:
Intangible assets				$ 2,200
Consideration:
Weighted Average Useful Life (in Years)				10 years
RoadWarrior, LLC | Software
Tangible assets acquired and liabilities assumed:
Intangible assets				$ 1,000
Consideration:
Weighted Average Useful Life (in Years)				4 years
RoadWarrior, LLC | Customer Relationships
Tangible assets acquired and liabilities assumed:
Intangible assets				$ 1,300
Consideration:
Weighted Average Useful Life (in Years)				3 years

GOODWILL, INTERNAL-USE SOFTWA_3

GOODWILL, INTERNAL-USE SOFTWARE DEVELOPMENT COSTS, NET, AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	8 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill		$ 82,407		$ 82,407
Internal-use software development costs		5,085		$ 4,955
Impairment of intangible assets	$ 0	0	$ 0
Computer software impairments	$ 0	$ 0	$ 0

GOODWILL, INTERNAL-USE SOFTWA_4

GOODWILL, INTERNAL-USE SOFTWARE DEVELOPMENT COSTS, NET, AND INTANGIBLE ASSETS, NET - Internal-Use Software Development Costs and Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 12,966	$ 7,206
Accumulated Amortization	(1,632)	(258)
Net Carrying Amount	11,334	6,948
Gross Carrying Amount	440,181	440,181
Accumulated Amortization	(124,515)	(68,520)
Net Carrying Amount	315,666	371,661
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	236,053	236,053
Accumulated Amortization	(39,150)	(21,450)
Net Carrying Amount	196,903	214,603
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	196,128	196,128
Accumulated Amortization	(82,096)	(45,322)
Net Carrying Amount	114,032	150,806
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,100	5,100
Accumulated Amortization	(2,022)	(1,066)
Net Carrying Amount	3,078	4,034
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,900	2,900
Accumulated Amortization	(1,247)	(682)
Net Carrying Amount	$ 1,653	$ 2,218

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	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for internal-use software development	$ 355	$ 716	$ 90	$ 233	$ 2,112
Amortization expense for intangible assets	$ 629	$ 18,665	$ 18,660	$ 49,818	$ 55,995

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued revenue share	$ 21,716	$ 16,921
Accrued marketing expenses	17,777	35,311
Accrued payroll and related benefits	10,859	12,863
Accrued professional fees	2,465	2,706
Deferred revenue	2,076	1,553
Accrued tax liability	813	1,092
Holdback liability	0	6,885
Other liabilities	10,145	7,659
Accrued expenses and other current liabilities	$ 65,851	$ 84,990

INCOME TAXES - Income Tax Benef

INCOME TAXES - Income Tax Benefit and the Effective Income Tax Rate (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ (629)	$ (920)	$ (69,796)	$ (84,341)	$ (10,626)
Effective tax rate	2%	3%	19%	19%	11%

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - S1 Holdco, LLC - USD ($) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Income Tax Examination [Line Items]
TRA payment including interest amount	$ 0	$ 0	$ 0
TRA payments due			$ 1,477,000	$ 1,036,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023
Loss Contingencies [Line Items]
Obligated to pay, year one		$ 5,000
Obligated to pay, year two		5,000
Remaining contractual obligated to be pay		$ 13,118
Pending Litigation
Loss Contingencies [Line Items]
Settlement agreement period		17 months
Damages sought by plaintiff	$ 5,700

DEBT, NET - Additional Informat

DEBT, NET - Additional Information (Details) - USD ($)		9 Months Ended		12 Months Ended	42 Months Ended
	Jan. 27, 2022	Dec. 31, 2026	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2025	Sep. 30, 2023	Oct. 31, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Period of financial report distribution to lender				120 days
Additional remediate period				30 days
Term Loan
Debt Instrument [Line Items]
Long-term debt						$ 370,000,000
Term Loan | Secured Debt
Debt Instrument [Line Items]
Term of loan	5 years 6 months
Principle amount	$ 400,000,000
Proceeds from term loan	376,000,000
Long-term debt	$ 172,038,000
Term Loan and Revolving Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.75%
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit	$ 50,000,000					$ 50,000,000
Debt Instrument covenant percentage	35%
Credit agreement, lonversion ratio	5.40
Revolving line of credit facility								$ 49,000,000
Remaining borrowing capacity							$ 1,000,000
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			2.50%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate Floor
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			0%
Revolving Credit Facility | Term Loan | Forecast
Debt Instrument [Line Items]
Amortization quarterly payment		$ 7,500,000			$ 5,000

DEBT, NET - Schedule of Long-Te

DEBT, NET - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total Debt, net	$ 403,273	$ 414,525
Loan fees	996	1,061
Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	308,950
Term Loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Total Debt, net	353,273	364,525
2022 Revolving Facility | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Total Debt, net	$ 50,000	$ 50,000

FAIR VALUE MEASUREMENT - Schedu

FAIR VALUE MEASUREMENT - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Public warrants | Level 1 | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public warrants	$ 925	$ 7,798

FAIR VALUE MEASUREMENT - Sche_2

FAIR VALUE MEASUREMENT - Schedule of Estimated Fair Value of Liabilities (Details) - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023
Former CEO equity profits interest | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 11,132
Contingent consideration | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	1,682
Additions	28
Settlements	(1,715)
Change in fair value	5
Ending balance	0
Public Warrant liability | Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	18,285	$ 7,798
Additions	0
Settlements	(1,147)
Change in fair value	1,020	(6,873)
Ending balance	18,158	$ 925
Private Warrant liability | Level 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	8,727
Additions	0
Settlements	(21,818)
Change in fair value	13,091
Ending balance	$ 0

FAIR VALUE MEASUREMENT - Narrat

FAIR VALUE MEASUREMENT - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2022	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Transfers in or out of levels	$ 0	$ 0	$ 0

NET LOSS PER SHARE OR UNIT - Ba

NET LOSS PER SHARE OR UNIT - Basic And Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss from continuing operations attributable to System1, Inc., Basic (in dollars per share)		$ (0.21)	$ (2.53)	$ (3.11)	$ (0.73)
Net loss from continuing operations attributable to System1, Inc., Diluted (in dollars per share)		(0.21)	(2.53)	(3.11)	(0.73)
Net loss from discontinued operations, net of tax attributable to System1, Inc., Basic (in dollars per share)		(1.19)	(0.13)	(0.32)	(1.42)
Net loss from discontinued operations, net of tax attributable to System1, Inc., Diluted (in dollars per share)		(1.19)	(0.13)	(0.32)	(1.42)
Basic Net loss per share (in dollars per share)		(1.40)	(2.66)	(3.43)	(2.15)
Diluted Net loss per share (in dollars per share)		$ (1.40)	$ (2.66)	$ (3.43)	$ (2.15)
Numerator:
Net loss from continuing operations attributable to System1, Inc.	$ (37,061)	$ (19,790)	$ (230,353)	$ (274,736)	$ (67,864)
Net loss from discontinued operations, net of tax attributable to System1, Inc.	0	(111,643)	(11,344)	(28,767)	(132,750)
Net loss	$ (37,061)	$ (131,433)	$ (241,697)	$ (303,503)	$ (200,614)
Denominator:
Weighted-average common shares outstanding used in computing diluted net loss per share (in shares)		93,941	91,002	88,397	93,281
Basic net loss per unit (in dollars per share)	$ (1.81)
Diluted net loss per unit (in dollars per share)	$ (1.81)
Weighted-average membership units outstanding - basic (in shares)	20,488
Weighted-average membership units outstanding - diluted (in shares)	20,488

NET LOSS PER SHARE OR UNIT - Ad

NET LOSS PER SHARE OR UNIT - Additional Information (Details) - shares shares in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Class C Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total antidilutive shares (in shares)	21,513	21,747	21,747	21,513

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Reportable segments	2

SEGMENT REPORTING - Schedule of

SEGMENT REPORTING - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total revenue	$ 52,712	$ 87,818	$ 156,895	$ 472,158	$ 305,851
Adjusted gross profit	11,780	39,198	47,562	136,100	121,651
Other cost of revenue	575	1,965	1,884	5,635	5,995
Salaries and benefits	31,181	26,689	30,270	106,340	82,484
Selling, general, and administrative	15,665	11,808	11,572	36,962	42,004
Depreciation and amortization	1,000	19,584	18,923	50,369	58,666
Impairment of goodwill	0	0	340,109	340,109	0
Interest expense, net	1,049	13,053	9,733	21,987	36,789
Loss on restructure of related-party debt	0	619	0	0	619
Change in fair value of warrant liabilities	0	(7,482)	4,489	14,111	(6,873)
Loss before income tax	(37,690)	(27,038)	(369,418)	(439,413)	(98,033)
Owned and Operated Advertising
Segment Reporting Information [Line Items]
Total revenue	49,249	66,187	143,600	428,436	249,512
Adjusted gross profit	8,768	23,886	37,261	103,478	81,314
Partner Network
Segment Reporting Information [Line Items]
Total revenue	3,463	21,631	13,295	43,722	56,339
Adjusted gross profit	$ 3,012	$ 15,312	$ 10,301	$ 32,622	$ 40,337

SEGMENT REPORTING - Schedule _2

SEGMENT REPORTING - Schedule of Revenues Disaggregated by Geographic Region (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 52,712	$ 87,818	$ 156,895	$ 472,158	$ 305,851
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	51,701	81,512	156,726	459,206	292,122
Other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 1,011	$ 6,306	$ 169	$ 12,952	$ 13,729

SEGMENT REPORTING - Schedule _3

SEGMENT REPORTING - Schedule of Property and Equipment, Net and Operating Lease Right-of-use Assets by Geographic Region (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Owned and Operated Advertising
Property, Plant and Equipment [Line Items]
Property and equipment, net and operating lease right-of-use assets	$ 8,392	$ 9,646

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) $ in Thousands					1 Months Ended	8 Months Ended	9 Months Ended
	Oct. 06, 2023 USD ($)	Sep. 06, 2023 USD ($) payment	Jun. 20, 2023 USD ($)	Apr. 10, 2023 USD ($)	Jan. 26, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Proceeds from related-party loan					$ 0	$ 0	$ 63,000
Loan fees							996	$ 1,061
Loss on extinguishment of holdback liability					$ 0	$ 0	(619)
2023 Revolving Note
Related Party Transaction [Line Items]
Proceeds from related-party loan				$ 20
Related party debt commitment				10
Due from related parties				$ 100
Extension term				3 months
Related party transaction, unused commitment fee				1%
Related party transaction, closing fee				12%
Loan fees				$ 2,400
Related party debt payable period				180 days
2023 Revolving Note | Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Related party transaction, rate				3.15%
Promissory Note
Related Party Transaction [Line Items]
Related party transaction, closing fee		12%
Promissory Note | Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Related party transaction, rate		3.15%
Term Note | Subsequent Event
Related Party Transaction [Line Items]
Related party transaction, closing fee	10%
Related party debt payable period	180 days
Term Note | Secured Overnight Financing Rate (SOFR) | Subsequent Event
Related Party Transaction [Line Items]
Related party transaction, rate	5.75%
Secured Facility | Subsequent Event
Related Party Transaction [Line Items]
Related party debt commitment	$ 10,000
Related party transaction, closing fee	12%
Subsidiaries | Promissory Note
Related Party Transaction [Line Items]
Aggregate amount		$ 5,156					5,156
Company's indebtedness		$ 2,500
Number of equal amortization payments | payment		4
Closing fee, percentage		12%
Interest rate		50%
Loss on extinguishment of holdback liability		$ 619
Subsidiaries | Term Note | Subsequent Event
Related Party Transaction [Line Items]
Aggregate amount	$ 2,500
Subsidiaries | Secured Facility | Subsequent Event
Related Party Transaction [Line Items]
Aggregate amount	$ 10
Interest rate	8.50%
Related Party | Cannae
Related Party Transaction [Line Items]
Initial retainer fees			$ 100
Monthly service fees			$ 25
Accrued initial retainer fees							$ 100
Related Party | Class A Common Stock
Related Party Transaction [Line Items]
Great than 5% holder of common stock			5%

STOCK-BASED COMPENSATION - Tota

STOCK-BASED COMPENSATION - Total Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 23,705	$ 5,261	$ 7,817	$ 46,547	$ 15,190

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) - CouponFollow Incentive Plan - USD ($) shares in Thousands, $ in Thousands				3 Months Ended	9 Months Ended
	Sep. 06, 2023	Mar. 01, 2023	Mar. 04, 2022	Sep. 30, 2023	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive plan for eligible recipients total			$ 31,250
Cash EBITDA		$ 3,333	$ 10,000
Threshold trading days			60 days
Recognized fixed amount				$ 809	$ 1,910
Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA			$ 8,500
Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA			6,375
Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA			6,375
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incentive plan for eligible recipients total	$ 31,250	$ 1,658	35
Cash EBITDA	10		10
Change in fair value of contingent consideration	$ 21,250		$ 25
Difference between fair value of common stock issued to settle the earnout liability and the carrying value of the earnout liability					$ 566
Issuance of common stock in connection with the acquisition of business (in shares)		407

STOCK-BASED COMPENSATION - Perf

STOCK-BASED COMPENSATION - Performance Period (Details) - CouponFollow Incentive Plan - USD ($) $ in Thousands	Mar. 01, 2023	Mar. 04, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA	$ 3,333	$ 10,000
Total Maximum Payment per Performance Period		$ 31,250
Threshold trading days		60 days
Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		$ 8,500
Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		6,375
Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		6,375
Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA	$ 3,333	3,333
Total Maximum Payment per Performance Period		3,333
Tranche One | Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche One | Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche One | Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		3,333
Total Maximum Payment per Performance Period		6,166
Tranche Two | Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		2,833
Tranche Two | Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche Two | Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		3,334
Total Maximum Payment per Performance Period		9,354
Tranche Three | Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		2,833
Tranche Three | Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		3,187
Tranche Three | Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		0
Total Maximum Payment per Performance Period		12,397
Tranche Four | Tier 1 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		2,834
Tranche Four | Tier 2 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		3,188
Tranche Four | Tier 3 Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash EBITDA		$ 6,375

DISCONTINUED OPERATIONS - Narra

DISCONTINUED OPERATIONS - Narrative (Details) shares in Thousands, $ in Thousands			1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jun. 01, 2023 USD ($)	Aug. 30, 2022 USD ($) installment shares	Jan. 26, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 GBP (£)	Sep. 06, 2023 USD ($)	Dec. 31, 2022 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of goodwill			$ 0	$ 0	$ 340,109	$ 340,109	$ 0
Impairment of assets held for sale			0			0	3,276
Paysafe | Related Party
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Credit card processing fees			$ 0	4,246	$ 3,154	$ 8,004	11,855
Receivable from related parties				449			449			$ 2,447
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 | £								£ 52,000
Just Develop It Limited | Related Party | Waiver
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration		$ 40,000
Number of quarterly instalments | installment		4
Quarterly payments		$ 10,000
Anniversary period		3 months
2023 Award Modification | Protected Incentive Plan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduced award amount	$ 10,000
Additional cash bonus payments amount	10,000
2023 Award Modification | Protected Incentive Plan | Tranche One
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduced award amount	5,000
2023 Award Modification | Protected Incentive Plan | Tranche Two
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduced award amount	$ 5,000
Class A Common Stock | Just Develop It Limited | Related Party | Waiver
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
Class A Common Stock | 2023 Award Modification | Protected Incentive Plan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incentive plan for eligible recipients total				5,594			25,904
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
Impairment of goodwill				115,483			115,483
Impairment of assets held for sale				3,276			3,276
Total impairment charges				$ 118,759			$ 118,759
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]
Shares held									$ 29,138

DISCONTINUED OPERATIONS - Asset

DISCONTINUED OPERATIONS - Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Restricted cash, current	$ 1,545	$ 3,357
Current assets held for sale from discontinued operations	12,866	20,292
Current liabilities:
Current liabilities held for sale from discontinued operations	116,572	101,418
JDIL | Discontinued Operations, Held-for-sale
Current assets:
Cash and cash equivalents	10,846	15,701
Other current assets, net	475	1,234
Current assets held for sale from discontinued operations	12,866	20,292
Property and equipment, net	1,706	860
Intangible assets, net	94,825	121,025
Goodwill	317,701	433,184
Total assets held for sale from discontinued operations	427,098	575,361
Current liabilities:
Protected.net incentive plan liability, current	8,559	15,436
Deferred revenue	80,834	68,611
Other current liabilities	27,179	17,371
Current liabilities held for sale from discontinued operations	116,572	101,418
Protected.net incentive plan liability, non-current	28,605	15,824
Deferred tax liability	9,939	15,286
Other liabilities	0	3,366
Total liabilities held for sale from discontinued operations	155,116	$ 135,894
Impairment loss	$ 3,276

DISCONTINUED OPERATIONS - State

DISCONTINUED OPERATIONS - Statements of Operations (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended
	Jan. 26, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations, net of tax	$ 0	$ (111,643)	$ (11,344)	$ (28,767)	$ (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	44,281	114,923	151,610
Cost of revenue (excluding depreciation and amortization)		51,373	26,463	68,929	126,047
Salaries and benefits		10,144	25,332	46,971	36,738
Selling, general, and administrative		6,796	3,847	10,292	11,507
Depreciation and amortization		8,385	13,291	35,867	26,729
Impairment of goodwill		115,483	0	0	115,483
Impairment of assets held for sale		3,276	0	0	3,276
Total operating expenses		195,457	68,933	162,059	319,780
Operating loss		(140,907)	(24,652)	(47,136)	(168,170)
Interest expense (income), net		(47)	278	124	10
Loss from discontinued operations before income taxes		(140,860)	(24,930)	(47,260)	(168,180)
Income tax benefit		(3,651)	(10,853)	(11,411)	(4,958)
Net loss from discontinued operations, net of tax		$ (137,209)	$ (14,077)	$ (35,849)	$ (163,222)

DISCONTINUED OPERATIONS - Depre

DISCONTINUED OPERATIONS - Depreciation, Amortization, Capital Expenditures (Details) - JDIL - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of goodwill	$ 115,483	$ 0	$ 0	$ 115,483
Impairment of assets held for sale	3,276	0	0	3,276
Depreciation and amortization	$ 8,385	$ 13,291	35,867	26,729
Stock-based compensation			42,300	28,716
Capital expenditures			$ 415	$ 1,451

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - OAREX Funding, LLC - Receivable Purchase Agreement - USD ($) $ in Thousands		1 Months Ended
	Nov. 08, 2023	Nov. 30, 2023
Subsequent Event [Line Items]
Percent of qualified customer invoices	80%
Initial maximum advance	$ 5,000	$ 5,000
Potential maximum amount	$ 20,000
Percent of initial fee charged on the face value of the invoice purchased	1.30%
Initial purchase period	30 days
Percent of subsequent fee after initial purchase	0.43%
Subsequent period	10 days
Factor advance, amount	$ 0

Uncategorized Items - sst-20230

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 517,553,000
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value	us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue	1,682,000
Fair Value, Inputs, Level 3 [Member] | Former CEO Equity Interest [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value	us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue	$ 11,132,000