System1 (SST) Registration Filing summary

Company overview and business model

• Operates an omnichannel customer acquisition platform delivering high-intent customers to brands, advertisers, and publishers through its proprietary RAMP platform.

• Monetizes user traffic sourced from various marketing channels, including Google, Meta, Outbrain, and TikTok, via owned and operated websites and third-party partnerships.

Financial performance and metrics

• Reported a net loss attributable to the company of $74.7 million for 2024, compared to a net loss of $227.2 million in 2023.

• For Q1 2025, net loss attributable to the company was $15.9 million, compared to $10.5 million in Q1 2024.

• Basic and diluted net loss per share for 2024 was $10.74, compared to $24.85 in 2023; for Q1 2025, it was $2.14, compared to $1.55 in Q1 2024.

• Effected a 1-for-10 reverse stock split on June 11, 2025.

Use of proceeds and capital allocation

• Net proceeds from the sale of securities will be used as set forth in the applicable prospectus supplement.