System1 Inc.- A 2025年季度报告

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of April 25, 2025 there were75,178,434shares of Class A common stock, $0.0001 par value per share, and18,703,676shares ofClass C common stock, $0.0001 par value per share, outstanding. Table of Contents Part I - Financial Information Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of ComprehensiveLossCondensed Consolidated Statements of Changes in Stockholders' EquityCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures Part II - Other Information Item 1.Legal Proceedings26Item 1A.Risk Factors26 Signatures PART I—FINANCIAL INFORMATION System1, Inc. and SubsidiariesCondensed Consolidated Balance Sheets (Unaudited) System1, Inc. and SubsidiariesCondensed Consolidated Statements of Comprehensive Loss (Unaudited) System1, Inc. and Subsidiaries 1.Organization and Description of Business System1, Inc. and subsidiaries (the "Company", "we", "our" or "us") operate an omnichannel customer acquisition platform,delivering high-intent customers to brands, advertisers and publishers. We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketingplatform ("RAMP"). Operating seamlessly across major advertising networks and advertising category verticals to acquire end-users,RAMP allows us to monetize such end-users through our relationships with third party advertisers and advertising networks("Advertising Partners"). RAMP operates across our network of owned and operated websites and related products, allowing us to monetize user traffic that we source from various acquisition marketing channels, includingGoogle, Meta, Outbrain, and TikTok.RAMP also allows third party advertising platforms and publishers ("Network Partners"), to send user traffic to, and monetize end-user We havetworeportable segments:Owned and Operated AdvertisingandPartner Network (seeNote 10, Segment Reporting). On August 1, 2024, we undertook a corporate reorganization, the result of which was that all of the assets and businessoperations of the company are now held by System1 Holdings, LLC ("System1 Holdings"), a newly formed intermediate holdingcompany of which we maintain the controlling interest and in which the non-controlling interest is owned by the holders of our ClassC common stock. Following the corporate reorganization, (a) System1 Holdings now owns100% of S1 Holdco, LLC ("S1 Holdco"),the previous intermediate holding company with the non-controlling interests, and100% of S1 Media, LLC ("S1 Media"), another newsubsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associatedwith our owned and operated products businesses, which include CouponFollow, Startpage and Mapquest, and (c) S1 Holdco holds 2.Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interimcondensedconsolidated financial statements and related disclosures are prepared inaccordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financialinformation and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Ourcondensedconsolidated financialstatements include the accounts of System1, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated In our opinion, thecondensedconsolidated financial statements include all adjustments of a normal recurring naturenecessary for t