SST 8-K
System1, Inc. (SST)
8-K
2025-03-10
For: 2025-03-10
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices including zip code) | ||||||||||||||
(
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01 - Regulation FD Disclosure
Supplemental Financial Information
On March 10, 2025 , System1, Inc. (the “Company”) posted supplemental financial information for its quarter ended December 31, 2024 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1.
Investor Presentation
Also on March 10, 2025 , the Company has made available on its website located at https://ir.system1.com/events-and-presentations/ an investor presentation, which may be used in presentations to investors and others from time to time. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report and is hereby incorporated by reference to this Item 7.01. Without limiting the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the investor presentation is incorporated by reference into this Item 7.01.
The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report.
The foregoing supplemental financial information, investor presentation and related information (including the exhibits set forth in Item 9.01 hereto) in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| System1, Inc. | |||||||||||
| Date: | March 10, 2025 | By: | /s/ Tridivesh Kidambi | ||||||||
Name: | Tridivesh Kidambi | ||||||||||
Title: | Chief Financial Officer | ||||||||||
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System1, Inc./S1 Holdco LLC Pro Forma for Disposition of Total Security Limited Unaudited Statements of Operations System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. Successor + Predecessor Total Successor + Predecessor Total Successor + Predecessor Total S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD Sucessor Period Predecessor Period QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Mar-23 31-Dec-22 30-Sep-22 30-Jun-22 1.27.22 - 3.31.22 1.1.22 - 1.26.22 31-Dec-21 30-Sep-21 30-Jun-21 31-Mar-21 31-Dec-24 30-Sep-24 30-Jun-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Dec-22 30-Sep-22 30-Jun-22 31-Dec-21 30-Sep-21 30-Jun-21 Revenue 75,594 88,832 94,581 84,917 96,120 87,818 96,914 121,119 140,071 156,895 177,029 138,234 52,712 199,803 171,445 169,579 147,561 343,925 268,330 179,498 401,971 305,851 218,033 664,941 524,870 367,975 688,389 488,586 317,140 Operating cost and expenses: Cost of revenues 30,894 51,171 55,798 53,698 58,550 50,584 56,656 82,953 97,145 111,217 128,507 101,970 41,507 155,276 128,885 126,167 110,785 191,561 160,667 109,496 248,745 190,194 139,610 480,346 383,201 271,984 521,113 365,837 236,952 Salaries, commissions, and benefits 25,915 29,177 33,937 24,483 24,608 26,695 27,054 28,148 29,040 30,469 30,249 48,288 31,181 18,715 15,139 17,698 15,195 113,512 87,597 58,420 106,505 81,897 55,202 169,227 140,187 109,718 66,747 48,032 32,893 Selling, general, and administrative 10,457 10,172 13,989 12,728 12,304 11,808 15,340 14,855 13,869 11,572 12,984 12,407 15,665 14,650 7,936 6,277 6,950 47,346 36,889 26,717 54,307 42,004 30,195 66,496 52,628 41,056 35,813 21,163 13,227 Depreciation and amortization 20,232 20,128 19,943 19,804 19,737 19,585 19,689 19,393 19,102 18,924 18,827 12,618 1,000 3,625 3,459 3,112 3,689 80,107 59,875 39,747 78,403 58,666 39,081 70,471 51,370 32,446 13,885 10,260 6,801 Impairment of goodwill - - - - - - - - 26,636 346,092 - - - - - - - - - - - - - 372,728 346,092 - - - - Total operating costs and expenses 87,498 110,648 123,667 110,712 115,199 108,673 118,739 145,349 185,791 518,274 190,568 175,283 89,353 192,266 155,419 153,254 136,619 432,525 345,028 234,379 487,960 372,761 264,088 1,159,268 973,477 455,203 637,558 445,292 289,873 Operating income (11,903) (21,816) (29,086) (25,795) (19,079) (20,855) (21,825) (24,230) (45,720) (361,379) (13,538) (37,049) (36,641) 7,537 16,026 16,325 10,942 (88,601) (76,698) (54,881) (85,989) (66,910) (46,055) (494,327) (448,607) (87,228) 50,831 43,294 27,267 Loss (gain) on fair value of warrants (915) 281 (1,501) (251) 1,764 (7,482) 2,018 (1,409) (10,360) 4,489 (4,139) 13,761 - - - - - (2,386) (1,471) (1,752) (5,109) (6,873) 609 3,751 14,111 9,622 - - - Loss on extinguishment of related-party debt - - (433) (19,676) 1,385 619 - - - - - - - - - - - (20,109) (20,109) (20,109) 2,004 619 - - - - - - - Interest expense 7,764 7,957 7,871 7,970 11,957 13,053 12,334 11,402 9,692 9,664 7,200 5,054 1,049 4,162 4,184 4,476 4,048 31,562 23,799 15,841 48,746 36,789 23,736 32,659 22,967 13,303 16,870 12,708 8,524 Income (loss) from continuing operations before income tax (18,752) (30,054) (35,023) (13,839) (34,185) (27,045) (36,176) (34,224) (45,052) (375,532) (16,599) (55,864) (37,690) 3,375 11,842 11,849 6,894 (97,668) (78,916) (48,862) (131,630) (97,445) (70,400) (530,737) (485,685) (110,153) 33,961 30,586 18,743 Income tax expense (729) 585 (178) (48) (8,757) (1,116) (6,670) (3,829) (15,252) (77,715) 1,089 (16,803) (629) 262 475 77 151 (370) 359 (226) (20,372) (11,615) (10,499) (109,310) (94,058) (16,343) 965 703 228 Net income (loss) from continuing operations (18,023) (30,639) (34,845) (13,791) (25,428) (25,929) (29,506) (30,395) (29,800) (297,817) (17,688) (39,061) (37,061) 3,113 11,367 11,772 6,743 (97,298) (79,275) (48,636) (111,258) (85,830) (59,901) (421,427) (391,627) (93,810) 32,996 29,883 18,515 Net Income (Loss) Attributable to Noncontrolling Interest (3,862) (7,037) (8,472) (3,254) (8,903) (31,647) (8,690) (9,124) (18,089) (71,606) (8,124) (13,111) - - - - - (22,625) (18,763) (11,726) (58,364) (49,461) (17,814) (110,930) (92,841) (21,235) - - - Gain (loss) from discontinued operations, net of taxes - - - - (11,105) (137,207) (13,484) (12,533) (21,040) (14,146) (17,850) (3,923) - - - - - - - - (174,329) (163,224) (26,017) (56,959) (35,919) (21,773) - - - Net income (14,161) (23,602) (26,373) (10,537) (27,630) (131,489) (34,300) (33,804) (32,751) (240,357) (27,414) (29,873) (37,061) 3,113 11,367 11,772 6,743 (74,673) (60,512) (36,910) (227,222) (199,593) (68,104) (367,456) (334,705) (94,348) 32,996 29,883 18,515
System1, Inc./S1 Holdco LLC Pro Forma for Disposition of Total Security Limited Non-GAAP Financials System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. System1, Inc. Successor + Predecessor Total Successor + Predecessor Total Successor + Predecessor Total S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thousands) Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Sucessor Period Predecessor Period QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Mar-23 31-Dec-22 30-Sep-22 30-Jun-22 1.27.22 - 3.31.22 1.1.22 - 1.26.22 31-Dec-21 30-Sep-21 30-Jun-21 31-Mar-21 31-Dec-24 30-Sep-24 30-Jun-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Dec-22 30-Sep-22 30-Jun-22 31-Dec-21 30-Sep-21 30-Jun-21 Net income (loss) from continuing operations (18,023)$ (30,639)$ (34,845)$ (13,791)$ (25,428)$ (25,929)$ (29,506)$ (30,395)$ (29,800)$ (297,817)$ (17,688)$ (39,061)$ (37,061)$ 3,113$ 11,367$ 11,772$ 6,743$ (97,298)$ (79,275)$ (48,636)$ (111,258)$ (85,830)$ (59,901)$ (421,427)$ (391,627)$ (93,810)$ 32,996$ 29,883$ 18,515$ Income tax expense (729) 585 (178) (48) (8,757) (1,116) (6,670) (3,829) (15,252) (77,715) 1,089 (16,803) (629) 262 475 77 151 (370) 359 (226) (20,372) (11,615) (10,499) (109,310) (94,058) (16,343) 965 703 228 Interest expense 7,764 7,957 7,871 7,970 11,957 13,053 12,334 11,402 9,692 9,664 7,200 5,054 1,049 4,162 4,185 4,476 4,048 31,562 23,799 15,841 48,746 36,789 23,736 32,659 22,967 13,303 16,871 12,709 8,524 Depreciation & amortization 20,232 20,128 19,943 19,804 19,737 19,585 19,689 19,393 19,102 18,924 18,827 12,618 1,000 3,625 3,458 3,113 3,689 80,107 59,875 39,747 78,403 58,666 39,081 70,471 51,370 32,446 13,884 10,259 6,801 Impairment of goodwill - - - - - - - - 26,636 346,092 - - - - - - - - - - - - - 372,728 346,092 - - - - Other income/expense (1) (111) 127 (36) (97) 187 639 271 (65) 1,280 (400) (68) 228 (61) 70 (25) 18 84 (117) (6) (133) 1,032 845 206 978 (301) 98 147 76 102 Stock-based compensation and distributions to Members (2) 4,567 3,783 3,442 3,971 5,842 5,267 4,294 5,832 6,867 7,817 7,716 33,511 23,362 3,458 673 3,342 2,118 15,763 11,197 7,413 21,235 15,393 10,126 79,273 72,406 64,589 9,591 6,133 5,460 Revaluation of non-cash warrant liability (915) 281 (1,501) (251) 1,764 (7,482) 2,018 (1,409) (10,360) 4,489 (4,139) 13,761 - - - - - (2,386) (1,471) (1,752) (5,109) (6,873) 609 3,751 14,111 9,622 - - - Loss on Extinguishment of related-party debt - - (433) (19,676) 1,385 619 - - - - - - - - - - - (20,109) (20,109) (20,109) 2,004 619 - - - - - - - Costs related to acquisitions/business combinations 3,028 7,441 11,854 2,244 3,269 1,710 2,589 3,471 4,371 4,242 5,342 10,129 13,162 8,002 2,786 655 1,547 24,567 21,539 14,098 11,039 7,770 6,060 37,247 32,875 28,633 12,991 4,989 2,202 Other costs, including restructuring and legal settlements 2,067 683 3,810 297 57 1,760 1,087 755 1,876 475 353 206 - 4 126 262 428 6,857 4,790 4,107 3,658 3,601 1,841 2,910 1,034 559 821 817 691 Adjusted EBITDA 17,880$ 10,346$ 9,927$ 423$ 10,012$ 8,105$ 6,105$ 5,154$ 14,413$ 15,772$ 18,631$ 19,644$ 822$ 22,696$ 23,046$ 23,715$ 18,809$ 38,577$ 20,697$ 10,350$ 29,377$ 19,365$ 11,259$ 69,281$ 54,868$ 39,097$ 88,265$ 65,569$ 42,524$ (1) Non-cash adjustments related to foreign exchange and asset disposals (2) Comprised of distributions to equity holders and non-cash stock-based compensation
Non-Financial Metrcis (In thousands except ratios) QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD YTD O&O Advertising 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Mar-23 31-Dec-22 30-Sep-22 30-Jun-22 31-Mar-22 31-Dec-21 30-Sep-21 30-Jun-21 31-Mar-21 31-Dec-24 30-Sep-24 30-Jun-24 31-Dec-23 30-Sep-23 30-Jun-23 31-Dec-22 30-Sep-22 30-Jun-22 31-Dec-21 30-Sep-21 30-Jun-21 Revenue 64,705$ 70,798$ 77,397$ 69,030$ 79,422$ 66,186$ 77,300$ 106,025$ 127,867$ 143,600$ 157,952$ 176,133$ 190,035$ 162,606$ 160,817$ 139,426$ 281,929$ 217,224$ 146,426$ 328,934$ 249,512$ 183,325$ 605,552$ 477,686$ 334,085$ 652,884$ 462,848$ 300,242$ Advertising Spend (1) 32,743$ 44,391$ 50,019$ 46,567$ 52,820$ 42,301$ 49,711$ 76,186$ 92,785$ 106,340$ 121,153$ 137,948$ 152,653$ 126,404$ 123,244$ 107,298$ 173,721$ 140,978$ 96,587$ 221,018$ 168,198$ 125,897$ 458,225$ 365,440$ 259,100$ 509,599$ 356,946$ 230,542$ Direct Adjusted Gross Profit 31,963$ 26,406$ 27,377$ 22,462$ 26,602$ 23,886$ 27,589$ 29,839$ 35,082$ 37,261$ 36,799$ 38,186$ 37,383$ 36,202$ 37,572$ 32,128$ 108,209$ 76,246$ 49,839$ 107,916$ 81,314$ 57,428$ 147,328$ 112,246$ 74,985$ 143,284$ 105,902$ 69,700$ O&O Sessions (2) 1,898,758 2,070,074 2,004,923 1,209,083 1,060,326 921,512 819,813 1,026,262 1,042,908 1,077,915 1,012,761 975,025 999,975 859,392 766,293 741,122 7,182,838 5,284,080 3,214,006 3,827,913 2,767,587 1,846,075 4,108,610 3,065,702 1,987,786 3,366,783 2,366,807 1,507,415 O&O CPS (3) 0.02$ 0.02$ 0.02$ 0.04$ 0.05$ 0.05$ 0.06$ 0.07$ 0.09$ 0.10$ 0.12$ 0.14$ 0.15$ 0.15$ 0.16$ 0.14$ 0.02$ 0.03$ 0.03$ 0.06$ 0.06$ 0.07$ 0.11$ 0.12$ 0.13$ 0.15$ 0.15$ 0.15$ O&O RPS (4) 0.03$ 0.03$ 0.04$ 0.06$ 0.07$ 0.07$ 0.09$ 0.10$ 0.12$ 0.13$ 0.16$ 0.18$ 0.19$ 0.19$ 0.21$ 0.19$ 0.04$ 0.04$ 0.05$ 0.09$ 0.09$ 0.10$ 0.15$ 0.16$ 0.17$ 0.19$ 0.20$ 0.20$ Spread 98% 59% 55% 48% 50% 56% 55% 39% 38% 35% 30% 28% 24% 29% 30% 30% 62% 54% 52% 49% 48% 46% 32% 31% 29% 28% 30% 30% Partner Network Revenue 10,889$ 18,035$ 17,184$ 15,888$ 16,698$ 21,632$ 19,614$ 15,093$ 12,204$ 13,295$ 19,077$ 14,812$ 9,768$ 8,840$ 8,763$ 8,135$ 61,995$ 51,106$ 33,072$ 73,037$ 56,339$ 34,708$ 59,389$ 47,185$ 33,890$ 35,505$ 25,738$ 16,898$ Agency Fees (5) (3,508)$ 4,981$ 3,694$ 4,968$ 3,614$ 6,320$ 4,806$ 4,876$ 2,535$ 2,994$ 5,170$ 3,387$ -$ -$ -$ -$ 10,136$ 13,644$ 8,663$ 19,617$ 16,003$ 9,683$ 14,087$ 11,551$ 8,557$ -$ -$ -$ Direct Adjusted Gross Profit 14,397$ 13,054$ 13,489$ 10,919$ 13,084$ 15,312$ 14,808$ 10,217$ 9,669$ 10,301$ 13,908$ 11,425$ 9,768$ 8,840$ 8,763$ 8,135$ 51,859$ 37,462$ 24,409$ 53,420$ 40,337$ 25,025$ 45,302$ 35,633$ 25,333$ 35,505$ 25,738$ 16,898$ Network Sessions (6) 1,861,490 2,318,513 2,052,037 1,545,162 1,270,965 894,179 676,763 448,287 375,605 364,196 361,432 308,805 289,331 297,142 321,934 338,960 7,777,202 5,915,712 3,597,199 3,290,193 2,019,228 1,125,049 1,410,037 1,034,433 670,237 1,247,366$ 958,035 660,894 Network CPS (7) (0.00)$ 0.00$ 0.00$ 0.00$ 0.00$ 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ -$ -$ -$ -$ 0.00$ 0.00$ 0.00$ 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ -$ -$ -$ Network RPS (8) 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ 0.02$ 0.03$ 0.03$ 0.03$ 0.04$ 0.05$ 0.05$ 0.03$ 0.03$ 0.03$ 0.02$ 0.01$ 0.01$ 0.01$ 0.02$ 0.03$ 0.03$ 0.04$ 0.05$ 0.05$ 0.03$ 0.03$ 0.03$ Adjusted Partner Network CPS and RPS Revenue (9) 16,364$ 15,099$ 15,611$ 14,920$ 61,995$ Agency Fees (5), (9) 1,967$ 2,046$ 2,122$ 4,001$ 10,136$ Direct Adjusted Gross Profit 14,397$ 13,054$ 13,489$ 10,919$ 51,859$ Network Sessions (6) 1,861,490 2,318,513 2,052,037 1,545,162 7,777,202 Network CPS (7) 0.00$ 0.00$ 0.00$ 0.00$ 0.00$ Network RPS (8) 0.01$ 0.01$ 0.01$ 0.01$ 0.01$ (1) Advertising spend is the amount of advertising that is spent to acquire traffic to Owned & Operated websites (2) O&O sessions are the total number of monetizable user visits to Owned & Operated websites (3) CPS is advertising spend divided by O&O Sessions (4) RPS is O&O Revenue divided by O&O Sessions (5) Agency fees are the amount of costs for agencies acquiring traffic to Owned & Operated websites (6) Network sessions are the number of monetizable user visits delivered by network partners to RAMP (7) CPS is agency fees divided by Network Sessions (8) RPS is Partner Network revenue divided by Network Sessions (9) Revenue and Agency fees adjustment for Q4 24 out-of-period adjustment related to gross versus net revenue classification. Adjustment adjusts historical revenue and agency fees for the period in which the adjustment occured.
Investor Deck March 2025 2021 York Mountain Syrah - $78
Disclaimer Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. (together with its subsidiaries, collectively “System1”) and does not constitute a prospectus, and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or any applicable exemptions therefrom. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of System1 or its respective affiliates, directors, officers, employees, shareholders or agents makes any representation or warranty with respect to the accuracy of such information. Forward-Looking Statements This presentation and any related oral commentary include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results or “guidance” for fiscal year 2024 and beyond . Forward-looking statements include, but are not limited to, statements regarding System1 or its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about System1's industry and market sizes; future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System1; and the impact of the recently completed business combination transaction between Trebia Acquisition Corp. (“Trebia”) and S1 Holdco, LLC ("S1 Holdco“), among other parties, including the enterprise value and ownership structure following consummation of the transaction. The forward-looking statements contained in this presentation are based on System1's current expectations and beliefs concerning future developments, and their potential effects on System1 taking into account information currently available. All information in this presentation speaks as of December 31, 2024, unless otherwise noted, and any redistribution or rebroadcast of this presentation after such date is not intended and will not be construed as updating or confirming such information. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the “Risk Factors” and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, as well as System1’s Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the “SEC”) from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance. Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to maintain our key relationships with network partners and advertisers, including our monetization arrangements; (2) our ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services; (3) The performance of our responsive acquisition marketing platform, or RAMP; (4) changes in customer demand for our services and our ability to incorporate to such changes; (5) our ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (6) our ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses; (7) our ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires; (8) our ability to raise financing in the future as and when needed or on market terms; (9) our ability to compete with existing competitors and the entry of new competitors in the market; (10) changes in applicable laws or regulations impacting the business which we operate and our ability to maintain compliance with the various laws that our business and operations are subject to; and (11) our ability to protect our intellectual property rights. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this presentation. System1's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this presentation, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. This presentation is not intended to constitute, and should not be construed as, investment advice. This presentation contains certain financial forecasts (or guidance) with respect to the System1’s projected financial results. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. 2
Disclaimer (Cont’d) Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM or © symbols, but System1 will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. All references to third-party trademarks are for identification purposes only and shall be considered nominative fair use under applicable trademark law. Non-GAAP Measures: Adjusted Gross Profit and Adjusted EBITDA Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures and represent key metrics used by System1’s management and board of directors to measure the operational strength and performance of its business, to establish budgets, and to develop operational goals for managing its business. Adjusted Gross Profit (Loss) is defined as gross profit plus depreciation and amortization related to cost of revenues. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expenses, deferred compensation, management fees, minority interest expense, restructuring charges, impairment and certain discrete items impacting results in a particular period. System1 believes Adjusted Gross Profit and Adjusted EBITDA are relevant and useful metrics for investors because it allows investors to view performance in a manner similar to the method used by management. There are limitations on the use of Adjusted Gross Profit and Adjusted EBITDA and it may not be comparable to similarly titled measures of other companies. Other companies, including companies in System1’s industry, may calculate non-GAAP financial measures differently than System1 does, limiting the usefulness of those measures for comparative purposes. Adjusted Gross Profit should not be considered a substitute for revenue. Adjusted EBITDA should not be considered a substitute for income (loss) from operations, net income (loss), or net income (loss) attributable to System1 on a consolidated basis that System1 reports in accordance with GAAP. Although System1 uses Adjusted Gross Profit and Adjusted EBITDA as financial measures to assess the performance of its business, such use is limited because it does not include certain costs necessary to operate System1’s business. System1’s presentation of Adjusted Gross Profit and Adjusted EBITDA should not be construed as indications that its future results will be unaffected by unusual or nonrecurring items. Total Security Divestiture All financial and non-financial information in this presentation exclude the impact of the Total Security business, which System1 divested on November 30, 2023, for all periods presented. Use of Projections This presentation contains certain financial forecasts (or guidance) with respect to the System1’s projected financial results. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. This guidance should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of System1, or that actual results will not differ materially from those set forth in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will actually be achieved. You should review this information together with System1’s historical information, as well as information included in the registration statement on Form S-4, including the proxy statement/prospectus, relating to its recently completed business combination with Trebia. 3
Company Overview 4
System1 operates a leading omnichannel marketing platform connecting high intent customers with advertisers
$785M+ of Advertising Demand in FY 24 Total Advertising Spend + Advertiser Revenue processed by RAMP demonstrate significant scale of our operations in the online advertising ecosystem Two components - Owned & Operated (O&O) and Network O&O is split between Paid (marketing to drive growth) and Organic (direct unpaid traffic) to our web properties. Our Network business operates as a SSP for 300+ network partners1 Flexible business model in all market conditions Our platform and solutions protect against demand shifts and volatility in the online advertising marketplace and reliance on specific verticals, advertisers and traffic sources System1 at a Glance RAMP is our technology advantage Proprietary “Responsive Acquisition Marketing Platform” (RAMP) powers the platform. RAMP rapidly and efficiently identifies, markets to and monetizes consumers across any advertising vertical 1. As of December 2024
1.2B+ monthly sessions1 generated on O&O properties and across 300+ active Network partners2 12B+ rows/day3 generated from first party data informing our Machine Learning pipelines ~4M daily creative & bidding optimizations3 by our automated buying engine 1B+ queries/mo.1 powering our search stack processes across O&O and Partner sites 7 22K quarterly marketing campaign launches leveraging AI and automation3 RAMP is built for scale and primed to capitalize on first party data 1. Monthly average for Q4 2024 2. As of December 2024 3. Q4 2024 ~40 O&O internet properties spanning multiple verticals designed to refine customer intent
Key Business Lines O&O Advertising O&O Products Partner Network ACQUIRE REFINE MONETIZE FY24 Revenue less Adv Exp (YoY) $77M (32%) $108M (0%) $52M (-3%) 8
Platform Revenue by Vertical Revenue by Vertical RAMP Identifies & Generates Customers Across All Major Advertising Categories & from All Major Traffic Sources Note: All metrics shown are for Q4 2024. RAMP i Omnivertical & Omnichannel 99 Health Finance Business & Technology Leisure & Lifesytle Travel & Tourism Autos Jobs & Education Home & Garden Retail Private Search Other Platform Revenue by Vertical Revenue by Vertical Search Network Partners Display Organic Social Revenue by Marketing Channel
Platform Revenue by Vertical 101 Identify and unlock consumer intent across all major sources of traffic UNLOCK 2 MONETIZE 3 1 Refine consumer intent based on actions they take on System1 websites Monetize via key advertising partners REFINE How RAMP Works
Consumer Intent is Refined into Monetizable Intent 11
RAMP Platform Architecture 12
Generative AI generates Ad creative and content at scale. > Scalably develop content and ad creatives AI & Machine Learning Enabling Rapid Scale AI and Machine Learning monitor, administer and optimize across platforms. > 90% of Buy Side decisions currently are automated Buy Side integrations permit rapid activation across traffic sources > Promotes scalability of campaign activation - Data Pipelines - Machine learning models - First-Party Data - Analytical Tools > Identify customer acquisition opportunities 13
FY 24 Adj. EBITDA (25% Margin on Adj. Gross Profit) $39M$344M FY 24 Revenue $152M Key Financial KPIs See appendix for reconciliation of all Non-GAAP metrics to their corresponding GAAP metric. All metrics exclude the impact of the Total Security business, which was sold on 11/30/2023 FY 24 Adj. Gross Profit
MICHAEL BLEND CEO & Co-Founder CHARLES URSINI President, COO & Co- Founder TRIDIVESH KIDAMBI CFO BETH SESTANOVICH Chief People Officer BRIAN COPPOLA Chief Product Officer DANIEL WEINROT General Counsel Founder-Led Team of Industry Veterans 15
Investment Highlights A resilient and profitable business Proven M&A capabilities RAMP platform provides a strong and sustainable competitive advantage A highly diversified business across its marketing and monetization capabilities Strong, industry-experienced and founder-led management team
Thank You
Appendix
Reconciliation of Net Income to Adjusted EBITDA $ in millions$ in illions $ in millions i illi 19 Net Income (Loss) ($111) ($97) Plus: Income Tax Expense ($20) ($0) Interest Expense $49 $32 Depreciation & Amortization $78 $80 Other Expense $1 ($0) Stock-Based Compensation & Distributions to Members $21 $16 Non-cash revaluation of warrant liability ($5) ($2) Loss on Extinguishment of related-party debt $2 ($20) Costs related to acquisitions/business combinations $11 $25 Other costs, including restructuring and legal settlements $4 $7 Adjusted EBITDA $29 $39 2023$ in millions 2024
Reconciliation of Revenue to Adjusted Gross Profit $ in millions $ in millions $ in millions $ in millions 20 Revenue $402 $344 Less: Cost of Revenue (exclusive of depreciation and amortization) ($249) ($192) Less: Depreciation and amortization related to cost of revenue ($50) ($51) Gross Profit $103 $101 Add: Depreciation and amortization related to cost of revenue $50 $51 Adjusted Gross Profit $153 $152 $ in millions 2023 2024