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and its subsidiaries.
−Removed: We operate an omnichannel customer acquisition platform, delivering high-intent customers to brands, advertisers and publishers .
−Removed: We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform ("RAMP").
−Removed: Operating seamlessly across major advertising networks and advertising category verticals to acquire end-users, RAMP allows us to monetize these acquired users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
−Removed: RAMP operates across our network of owned and operated websites, allowing us to monetize user traffic that we source from various acquisition marketing channels, including Google, Meta, Outbrain, and TikTok.
−Removed: RAMP also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our owned and operated websites or through our monetization agreements.
−Removed: Through RAMP, we process daily advertising campaign optimizations and ingest over 12 billion rows of data daily across approximately 40 advertising vertical categories as of December 31, 2024.
−Removed: We are able to efficiently monetize user intent by linking data on consumer engagement, such as first party search data like traffic sources, device type and search queries, with data on monetization rates and advertising spend.
−Removed: This context-enriched data, combined with our proprietary and data science driven algorithms, creates a closed-loop system that is not reliant on personally identifiable information or information obtained through third-party cookies, but which allows RAMP to efficiently match consumer demand with the appropriate advertiser or advertising experience across advertising category verticals.
−Removed: Our Company started with a focus on monetizing user traffic acquired by our Network Partners.
−Removed: Since launching, we have expanded to monetizing traffic we acquire directly from various marketing channels, expanding to support additional advertising formats across multiple advertising platforms, and have acquired several leading websites, enabling us to control user acquisition and experience, and monetize user traffic on our behalf via our network of owned and operated websites.
−Removed: Today, we own and operate approximately 40 websites, including leading search engines like info.com and Startpage.com , and digital media publishing websites and internet utilities such as HowStuffWorks , MapQuest , CouponFollow and ActiveBeat .
−Removed: Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
−Removed: Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments.
−Removed: Among the risks are changes in existing tax laws, changes in the regulatory framework in foreign jurisdictions, data privacy laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, exposure to currency exchange fluctuations and employment laws impacting foreign employees.
−Removed: We do not engage in hedging activities to mitigate our exposure to fluctuations in foreign currency exchange rates.
−Removed: As a result of the current uncertainty in economic activity, including geopolitical developments and other macroeconomic factors such as rising interest rates, inflation and the impact of earlier supply chain disruptions, we are unable to predict the size and duration of the impact on our revenue and our results of operations.
−Removed: The Trebia Merger
−Removed: On June 28, 2021, we entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022), ("Business Combination Agreement") by and among us, S1 Holdco, LLC ("S1 Holdco") and Total Security Limited, formerly known as Protected.net Group Limited ("Protected") .
−Removed: On January 26, 2022 ("Closing Date"), we consummated the business combination ("Merger") pursuant to the Business
−Removed: Combination Agreement.
−Removed: Following the consummation of the Merger, the combined company was organized via an "Up-C" structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco.
−Removed: Following the Merger, Trebia’s ordinary shares and Public Warrants ceased trading on the New York Stock Exchange ("NYSE"), and System1, Inc.'s Class A common stock, $0.0001 par value per share ("Class A common stock") and the Public Warrants ("Warrants") began trading on the NYSE on January 28, 2022 under the symbols "SST" and "SST.WS," respectively.
−Removed: Sale of Protected
−Removed: On September 6, 2023, we announced that we had received a non-binding indication of intent from Just Develop It Limited ("JDI"), one of our significant shareholders, which is principally owned and managed by certain members of the Protected management team, related to the potential acquisition of Protected, which operated our subscription business.
−Removed: Subsequently, on November 30, 2023, we completed the sale of Protected, pursuant to the terms of a share purchase agreement ("Share Purchase Agreement").
−Removed: Pursuant to the Share Purchase Agreement, the purchasing parties acquired all of the outstanding preference and ordinary shares of Protected ("Protected Disposition") for total consideration comprised of:
−Removed: (a) $240.0 million in cash, subject to certain adjustments, (b) the return and subsequent cancellation of approximately 29.1 million shares of our Class A common stock, par value $0.0001 per share, owned by JDI and other entities and individuals affiliated with the purchasing parties and (c) confirmation from JDI, Protected and the Protected CEO that the financial performance benchmarks related to certain contingent earnout payments based on the future performance of Protected’s business in an aggregate amount of up to $60.0 million included in the Business Combination Agreement, will, as a result of the Protected Disposition, no longer be achievable.
−Removed: See Part II, Item 8 "Financial Statements and supplementary data — Note 17, Discontinued Operations" of our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
+Added: We operate several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by Artificial Intelligence ("AI") and machine learning.
+Added: Our platform is omnichannel and omnivertical, delivering high-intent customers to our advertising partners to maximize their reach and effectiveness.
+Added: Our platform operates across our network of flagship owned and operated websites ("Products"), allowing us to monetize user traffic that we source from various acquisition marketing channels.
+Added: Our marketing platform allows us to operate seamlessly across major advertising networks and advertising category verticals to acquire and monetize end-users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
+Added: The platform also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our Products or through our monetization agreements.
+Added: We monetize user traffic we acquire directly from various marketing channels across multiple advertising platforms, and have acquired several leading websites, enabling us to control user acquisition and experience, and monetize user traffic on our behalf via our network of products.
+Added: Today, we own and operate approximately 40 websites, including leading search engines like Startpage.com and info.com , and digital media publishing websites and internet utilities such as, CouponFollow, MapQuest , HowStuffWorks and ActiveBeat.
Reorganization
On August 1, 2024, we undertook a corporate reorganization, the result of which was that all of the assets and business operations of the Company are now held by System1 Holdings, LLC ("System1 Holdings"), a newly formed intermediate holding company of which we maintain the controlling interest and in which the non-controlling interest is owned by the holders of our Class C common stock.
−Removed: Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our owned and operated products businesses, which include NextGen Shopping, Inc.
−Removed: ("CouponFollow"), Startpage and Mapquest, and (c) S1 Holdco holds our remaining assets and business operations associated with our digital advertising businesses, including our proprietary RAMP platform.
+Added: Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our Products businesses, which include CouponFollow, Startpage and MapQuest, and our acquisition marketing platform and (c) S1 Holdco holds our assets related to our Marketing businesses.
+Added: System1 Holdings holds our remaining assets and business operations.
S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.
+Added: Going Concern
+Added: We have experienced declining cash flows and financial performance primarily as a result of reductions in Advertising Partner and overall consumer demand for our marketing services.
+Added: As of December 31, 2025, we had unrestricted cash and cash equivalents of $86.9 million, total net working capital, which we define as current assets less current liabilities, of $3.0 million.
+Added: We had an aggregate principal amount outstanding of $50.0 million under our revolving facility with a maturity date of January 27, 2027, and $260.1 million of term debt outstanding on our term loan which matures in July 2027.
+Added: Management determined, as a result of this evaluation, that our current cash and cash equivalents, net working capital position, and the upcoming maturity date of our revolving facility raise substantial doubt about our ability to continue as a going concern for the twelve-month period following the date of this filing.
+Added: See "Liquidity, and Capital Resources" in Part II, "Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations", below for a further discussion of our liquidity and the conditions that raise substantial doubt regarding our ability to continue as a going concern.
Today, brands and advertisers seeking to effectively reach their target consumers or target audience are confronted by significant operational and systemic challenges.
Legacy mediums, including print, television and radio, represent a smaller and shrinking portion of total media consumption than they have historically, as digital media formats, in particular those best served by mobile devices, have proliferated.
−Removed: Spending on global digital advertising has grown rapidly, reaching an estimated $668 billion in 2024, and is projected to grow to an estimated $871 billion in 2027.
+Added: Spending on global digital advertising has grown rapidly, reaching an estimated $650 billion in 2025, and is projected to grow to an estimated $1 trillion in 2030.
Additionally, spending on global digital advertising accounted for approximately 73% of total global advertising spend in 2025, a percentage that is expected to grow to almost 77% in 2029, continuing a steady trend of supplanting traditional advertising models to support bands and advertisers’ customer acquisition efforts.
Digital marketing has become an increasingly complex ecosystem due to several trends.
−Removed: These trends include the rapid diversification of digital platforms, changing consumption behaviors, ever-evolving and more
−Removed: sophisticated advertising networks and ad exchange platforms, increasing audience fragmentation, shorter attention spans, rapidly changing technology infrastructure and a greater regulatory and audience focus on consumer and data privacy considerations by regulators and consumers.
+Added: These trends include the rapid diversification of digital platforms, changing consumption behaviors, ever-evolving and more sophisticated advertising networks and ad exchange platforms, increasing audience fragmentation, shorter attention spans, rapidly changing technology infrastructure and a greater regulatory and audience focus on consumer and data privacy considerations by regulators and consumers.
As a result, advertisers continue to struggle to efficiently identify and market to high quality audiences that drive strong and consistent return on advertising spend.
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The shift to digital performance-based advertising models can be explained by mounting pressure on brands and advertisers (and their agencies) to demonstrate tangible results against their advertising efforts, and the corresponding shift of advertising budgets to distribution channels that facilitate the ability to better monitor results in real time.
−Removed: We have designed and built RAMP to specifically address this constantly evolving landscape.
−Removed: Through our portfolio of owned and operated websites, we have access to valuable first party intent data, which our platform combines with real-time feedback on the intent-driven consumer’s interaction with rendered ads, thereby increasing the value of user traffic sent to advertisers and the publishers on which such advertisements are displayed.
+Added: We have designed and built a marketing platform to specifically address this constantly evolving landscape.
+Added: Through our Products , we have access to valuable first party intent data, which our platform combines with real-time feedback on the intent-driven consumer’s interaction with rendered ads, thereby increasing the value of user traffic sent to advertisers and the publishers on which such advertisements are displayed.
Automation of Ad Buying .
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Regulatory and Audience Focus on Consumer & Data Privacy .
−Removed: Both digital audiences and consumer focused regulatory bodies and agencies are becoming increasingly focused on consumer and data privacy,
−Removed: including the collection, processing, tracking and/or sharing of users' personal data or consumer behavior/consumption habits as advertisers, marketing partners and publishers place a premium on high-quality consumer intent data.
+Added: Both digital audiences and consumer focused regulatory bodies and agencies are becoming increasingly focused on consumer and data privacy, including the collection, processing, tracking and/or sharing of users' personal data or consumer behavior/consumption habits as advertisers, marketing partners and publishers place a premium on high-quality consumer intent data.
Governing bodies throughout the United States (including state and local governments), the European Union and other jurisdictions continue to respond to these growing consumer concerns by proposing and enacting new laws and regulations that are reshaping industry standards regarding consumer privacy, data protection and information security.
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consumer intent and related data properly collected and used directly by the party offering the service or media content) becomes increasingly more valuable.
−Removed: Our owned and operated search engines and publishing websites are able to provide valuable anonymized and aggregated proprietary first party data related to search intent data that is properly collected and processed, and then leveraged and optimized through RAMP.
+Added: Our owned and operated search engines and publishing websites are able to provide valuable anonymized and aggregated proprietary first party data related to search intent data that is properly collected and processed, and then leveraged and optimized through our platform.
Our Opportunity
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We initially began as a monetization platform that connected user traffic acquired by our Network Partners with advertising demand from our advertisers and advertising networks.
−Removed: We have significantly expanded the scope of our platform through organic growth, strategic acquisitions and the continuous development and integration of RAMP into our service offerings, which enables us to optimize user acquisition, consumer experience and monetization across all traffic sources of our platform.
−Removed: RAMP is integrated with and deployed across our owned and operated search engine and digital media publishing websites and utilities, while supporting and utilizing multiple advertising formats across monetization channels, which has allowed us to accelerate our growth through the integration of multiple websites over the past several years.
−Removed: Attracting and Monetizing User Traffic through Our Owned and Operated Websites —We own and operate approximately 40 websites, including search engines, digital publishing websites and web utilities/apps across a variety of categories, including health, mapping, how-to, general interest, finance, business, technology, travel and automotive, and utilize RAMP to efficiently produce and distribute content to these properties that is both data-driven and engaging.
−Removed: We simultaneously work with different acquisition marketing channels to acquire user traffic to our properties, where we deploy RAMP to efficiently match real-time consumer intent with our own services, or direct them to advertisers that seek to bid for the ability to interact with these consumers.
−Removed: Monetizing User Traffic for Our Network Partners —We also monetize user traffic on behalf of our more than 300 Network Partners, which include Yahoo!, WebMD and Publisher’s Clearing House.
−Removed: These Network Partners direct their acquired traffic through RAMP in exchange for a share of advertising revenue generated through the platform.
−Removed: In 2024, we processed over 7.7 billion Network Partner sessions.
+Added: We have significantly expanded the scope of our platform through organic growth, strategic acquisitions and the continuous development and integration of our technology platform into our service offerings, which enables us to optimize user acquisition, consumer experience and monetization across all traffic sources of our platform.
+Added: The platform is integrated with and deployed across our search engines and digital media publishing websites and utilities, while supporting and utilizing multiple advertising formats across monetization channels, which has allowed us to accelerate our growth through the integration of multiple websites over the past several years.
+Added: Attracting and Monetizing User Traffic through Our Products —We own and operate approximately 40 websites, including search engines, digital publishing websites and web utilities/apps across a variety of
+Added: categories, including health, mapping, how-to, general interest, finance, business, technology, travel and automotive, and utilize our platform to efficiently produce and distribute content to these properties that is both data-driven and engaging.
+Added: We simultaneously work with different acquisition marketing channels to acquire user traffic to our properties, where we deploy our processes to efficiently match real-time consumer intent with our own services, or direct them to advertisers that seek to bid for the ability to interact with these consumers.
+Added: Monetizing User Traffic for Our Network Partners —We also monetize user traffic on behalf of our Network Partners.
+Added: These Network Partners direct their acquired traffic through our platform in exchange for a share of advertising revenue generated through the platform.
Our Proprietary Assets
−Removed: At the core of our business is our proprietary Responsive Acquisition Marketing Platform, or RAMP.
−Removed: RAMP’s predictive power is continually informed, optimized and enhanced by the following:
−Removed: Owned and Operated Websites —We own and operate a diversified portfolio of websites where we are able to effectively acquire user traffic across channels and then present relevant offers or advertisements to the audience.
+Added: At the core of our business is our proprietary omnichannel and omnivertical acquisition platform.
+Added: The platform's effectiveness at customer acquisition and monetization is continually informed, optimized and enhanced by the following:
+Added: Products —We own and operate a diversified portfolio of websites where we are able to effectively acquire user traffic across channels and then present relevant offers or advertisements to the audience.
Our platform analyzes various user interactions, develops a comprehensive view of the customer’s intent in real time and enables advertisers to maximize return on their spend.
The first party intent data that we are able to capture from our owned and operated search and digital media sites is a differentiated element of our platform enabling more informed and targeted decision-making in the bid parameters that we use for our own traffic acquisition efforts and provide to our Network Partners.
−Removed: System1’s Focus on First Party Data —In addition to acquiring extensive amounts of our user traffic via RAMP, upon reaching our websites, RAMP utilizes its proprietary access to our first party data in order to further qualify consumer intent and offer the most appropriate user experience and most effective monetization.
+Added: System1’s Focus on First Party Data —In addition to acquiring extensive amounts of our user traffic via our platform, upon reaching our websites, our platform utilizes its proprietary access to our first party data in order to further qualify consumer intent and offer the most appropriate user experience and most effective monetization.
We are able to combine this iterative dataset with historical information on advertising spend across advertising categories, content and ad-creative automation, which is used to optimize monetization performance in order to provide a closed-loop view of the customer and advertising ecosystem.
−Removed: We have built a robust and valuable asset consisting of proprietary first party data that is continuously enhanced based on more than 1.0 billion distinct search queries that run through RAMP each a month.
−Removed: This valuable first party data is used by RAMP to optimize specific consumer audiences based on millions of precedent interactions, and allows us to provide our clients with deeper insights into consumer habits as they continue to interact with our owned and operated websites.
−Removed: Marketing Partner Integrations —RAMP is seamlessly integrated with leading acquisition marketing channels, such as Google, Meta, Outbrain, and TikTok.
−Removed: This technical integration allows us to continuously optimize our advertising campaigns and bids on a real-time basis, where RAMP processes over 4 million campaign optimizations per day.
+Added: We have built a robust and valuable asset consisting of proprietary first party data that is continuously enhanced based on more than 560 million distinct search queries that run through our platform each month.
Our Strengths
We believe that we are well positioned to continue to deliver high performance marketing solutions, including in the delivery of optimized bids and higher return on advertising spend, through the following strengths:
−Removed: Proprietary Technology —The technology powering RAMP is designed to provide a dynamic closed-loop platform that operates efficiently at scale, while optimizing in real-time across several key digital advertising considerations, including dynamic ad pricing, consumer intent and historical user interaction with relevant ad content.
−Removed: The key components of RAMP include our programmatic buying platform, ad media interface, dynamic content and monetization serving, real-time revenue attribution, machine learning and data science algorithms, and back-end reporting systems.
+Added: Proprietary Technology —The technology powering our platform is designed to provide a dynamic closed-loop platform that operates efficiently at scale, while optimizing in real-time across several key digital advertising considerations, including dynamic ad pricing, consumer intent and historical user interaction with relevant ad content.
+Added: The key components of our platform include our ad media interface, dynamic content and monetization serving, real-time revenue attribution, machine learning and data science algorithms, and back-end reporting systems.
As a result of the seamless integration of these proprietary technologies, we are able to continually improve performance as we incorporate additional data and product enhancements.
−Removed: Omni-Vertical and Monetization Agnostic Service Offering —RAMP is designed to work across vertical consumer categories, efficiently leveraging consumer intent data matched to advertiser demand on a real-time basis.
−Removed: RAMP is also integrated with multiple forms of monetization, facilitating display and search advertising, lead generation, video, e-commerce and subscriptions.
−Removed: We believe that our RAMP platform adds significant value across the entire digital marketing landscape.
+Added: Omni-Vertical and Monetization Agnostic Service Offering —Our platform is designed to work across vertical consumer categories, efficiently leveraging consumer intent data matched to advertiser demand on a real-time basis.
+Added: The platform is also integrated with multiple forms of monetization, facilitating display and search advertising, lead generation, video, e-commerce and subscriptions.
+Added: We believe that our platform adds significant value across the entire digital marketing landscape.
Substantial First-Party Data Consumer Information —In 2025, we processed approximately 11 billion total sessions.
As a result, we process significant amounts of data (across search queries and decision-making behavior) from consumers, including first party intent-based data, that is combined with data on how consumers respond to different types of ad content, creatives and formats.
−Removed: This aggregated and
−Removed: anonymized data is leveraged within our platform, so that it can be analyzed and iteratively enriched as consumers return to our websites and continue to interact with rendered advertisements.
+Added: This aggregated and anonymized data is leveraged within our platform, so that it can be analyzed and iteratively enriched as consumers return to our websites and continue to interact with rendered advertisements.
When this data is fed into our data science and machine learning algorithms, it becomes a powerful tool for identifying new monetization opportunities and increasing return on advertising spend.
−Removed: Proven M&A Experience —We seek out complimentary or ancillary businesses where we can benefit from identified synergies through our industry expertise, significant acquisition experience and in-house strategies to seamlessly integrate targets onto our RAMP platform.
−Removed: We have historically evaluated acquisition opportunities along several key criteria, including building strong brands in a broad group of advertising verticals, diversifying monetization capabilities, developing and augmenting new user acquisition channels, accelerating international growth and opportunities for expansion of our owned and operated properties.
+Added: Proven M&A Experience —We seek out complimentary or ancillary businesses where we can benefit from identified synergies through our industry expertise, significant acquisition experience and in-house strategies to seamlessly integrate targets onto our marketing platform.
+Added: We have historically evaluated acquisition opportunities along several key criteria, including building strong brands across a broad group of advertising verticals, diversifying monetization capabilities, developing and augmenting new user acquisition channels, accelerating international growth and opportunities for expansion of our owned and operated properties.
Experienced Management Team —Our management team is founder-led, with a deep bench across product, engineering, business & corporate development and compliance, with significant experience in digital advertising and publishing.
Our Growth Strategies
−Removed: We believe RAMP can be efficiently deployed across the quickly evolving and rapidly expanding digital advertising market.
+Added: We believe our platform can be efficiently deployed across the quickly evolving and rapidly expanding digital advertising market.
As the total available market for digital advertising expands, we believe we are well-positioned to deliver superior results and performance to advertisers and our Network Partners through our extensive relationships with leading advertisers and advertising networks, and to better direct consumers to the products or services that match their intent.
−Removed: Our goal is to continually improve and extend the scope of RAMP by continuing to evolve and adapt to the ever-changing landscape of new sources of online user traffic, better monetization tools and growing areas of advertising demand.
+Added: Our goal is to continually improve and extend the scope of our services by continuing to evolve and adapt to the ever-changing landscape of new sources of online user traffic, better monetization tools and growing areas of advertising demand.
To achieve this goal, we intend to continue to grow our business by pursuing the following growth strategies:
Grow Existing Business Lines .
−Removed: We plan to expand the number of advertising partners that are utilizing or integrated with RAMP by continuing to attract and monetize users with commercial intent through our owned and operated web properties in high value vertical consumer categories.
+Added: We plan to continue to expand and grow our existing Products, led by our flagship brands CouponFollow , MapQuest and Startpage.com .
+Added: For our marketing business, we plan to continue to expand the number of marketing partners into which our platform is integrated, while also expanding the number of network and advertising partners integrated with our platform.
+Added: This in turn will enable us to continue to attract and monetize users with commercial intent through our owned and operated web properties in high value vertical consumer categories.
We will also continue to monetize users on behalf of our Network Partners.
−Removed: Continue Executing Strategic Acquisitions .
−Removed: We believe that we operate in a target-rich environment for strategic acquisitions that will enhance RAMP and add to our portfolio of owned and operated websites and web-utility offerings.
−Removed: By continuing to execute on our successful track-record of identifying, evaluating, executing and integrating M&A targets, we believe that we will be able to continue integrating new acquisitions into our overall business strategy to enhance RAMP and expand the diversity and scope of our owned and operated properties.
+Added: Expand New Business Lines.
+Added: As the digital marketplace continues to evolve and change, we will use our proprietary competitive advantages, both technical and operationally, to expand and develop into new products and services, including, but not limited to, AI-enabled services.
Our websites cover a diverse range of consumer demand and traffic.
For example, MapQuest is a web-based navigation service that delivers turn-by-turn direction guidance to users.
−Removed: Info.com is a metasearch engine that consumers can use to search for relevant information.
−Removed: HowStuffWorks is a commercial website focused on helping people solve problems in their daily lives by using various types of digital media to easily breakdown and explain complex concepts, topics, terminology and mechanisms.
Startpage is the world’s most private search engine, allowing our users to browse and search the Internet in complete privacy.
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To continue to produce such innovations, we believe that it is crucial that we continue to attract and retain top talent.
−Removed: We strive to make System1 a diverse and inclusive workplace, where our people feel they belong, with opportunities for our employees to grow and develop their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.
+Added: We strive to make System1 a workplace where our people feel they belong, with opportunities for our employees to grow and develop their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.
To ensure we live our values, and our culture stays unique and strong, our board of directors (the "Board" or the "Board of Directors") and executive team have put significant focus on our human capital resources.
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Regionally, North America and the rest of the world make up approximately 99% and 1% of our workforce, respectively.
−Removed: Diversity and Inclusion
−Removed: We are committed to fostering a culture of diversity, inclusion and belonging in which all employees are empowered to bring their whole, authentic selves to work every day.
−Removed: At System1, we believe in the people who work for us, and as part of our investment in our people, we prioritize diversity and inclusion.
−Removed: Our goal is to create a culture where we value, respect, and provide fair treatment and opportunities for all employees.
−Removed: We regularly conduct employee surveys to give employees the opportunity to provide feedback on our culture and direction.
−Removed: This survey is managed by a third-party vendor to encourage candor and solicit feedback on many aspects of engagement, including company leadership, culture, inclusion, and career development.
−Removed: Our leaders review the survey feedback and work with their teams to take action based on survey results.
−Removed: We demonstrate this commitment through a comprehensive strategy that combines education, celebration, matching donations to the community, diversifying our talent, and creating forums for internal dialogue and listening.
−Removed: Our global leadership team is approximately 83% male and 17% female.
Talent Development
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We work to foster an environment where talented individuals and teams can thrive in fulfilling careers.
−Removed: To set our global team up for success, we define key core competencies for roles that are aligned to our values and extend to all levels of leadership regardless of experience and role.
+Added: To set our team up for success, we define key core competencies for roles that are aligned to our values and extend to all levels of leadership regardless of experience and role.
We encourage everyone to create individual development plans leveraging competency frameworks tied into their chosen career path, outlining a specific plan and actions to increase proficiency or learn new skills.
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We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the U.S.
−Removed: and abroad, and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property.
+Added: and abroad, and
+Added: use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property.
Our ability to continually develop new intellectual property and deliver new functionality quickly serves to protect us against competitors.
−Removed: We believe RAMP, along with our proprietary technology assets, is unique in the marketplace, difficult to replicate and would be expensive and time-consuming to build.
+Added: We believe our platform, along with our proprietary technology assets, is unique in the marketplace, difficult to replicate and would be expensive and time-consuming to build.
In the advertising industry, companies commonly experience seasonal fluctuations in revenue.
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We expect our revenue to continue to fluctuate based on seasonal factors that affect the industry as a whole.
+Added: Geographic Scope of Our Operations
+Added: Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
+Added: Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments.
+Added: Among the risks are changes in existing tax laws, changes in the regulatory framework in foreign jurisdictions, data privacy laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, exposure to currency exchange fluctuations and employment laws impacting foreign employees.
+Added: We do not engage in hedging activities to mitigate our exposure to fluctuations in foreign currency exchange rates.
+Added: As a result of the current uncertainty in economic activity, including geopolitical developments and other macroeconomic factors such as rising interest rates and inflation, we are unable to predict the size and duration of the impact on our revenue and our results of operations .
Our Competition
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We compete with other demand-side platform providers, some of which are smaller, privately-held companies and others that are divisions of large, well-established companies such as Google and Microsoft.
−Removed: We believe that we compete primarily based on the performance and capabilities of our RAMP platform and our significant focus on the buy-side market.
+Added: Our Products also compete with other premium online publishers, such as Ziff Davis, Inc.
We believe that we are differentiated from our competitors in the following areas:
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The intense competition we face, in addition to general and economic business conditions, can put pressure on us to change our prices.
−Removed: If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower margins to compete successfully.
+Added: If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower pricing to compete successfully.
Any such changes may reduce revenue and margins and could adversely affect our financial results.
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For example, the California Consumer Privacy Act of 2018 (the "CCPA"), which went into effect January 1, 2020, defines "personal information" broadly enough to include online identifiers provided by individuals’ devices, applications and protocols (such as IP addresses, mobile application identifiers and unique cookie identifiers) and individuals’ location data, if there is potential that individuals can be identified by such data.
−Removed: The CCPA created individual data privacy rights for consumers in the State of California (including rights to deletion of and access to, as well as rights to opt-out of the collection of, personal information), special rules on the collection of consumer data from minors, new notice obligations and new limits on, and rules regarding the collection, processing and "sale" of personal information (interpreted by many to include common digital advertising
+Added: The CCPA created individual data privacy rights for consumers in the State of California (including rights to deletion of and access to, as well as rights to opt-out of the collection of, personal information), special rules on the collection of consumer data from minors, new notice obligations and new limits on, and rules regarding the collection, processing and "sale" of personal information (interpreted by many to include common digital advertising practices).
The CCPA also includes a potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
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Additionally, similar laws have been passed or are being considered in other states, which may impose additional restrictions on us and on our industry partners.
−Removed: It is difficult to predict with certainty the full effect of these recently passed or pending laws and their implementing regulations on the Internet and advertising industries as a whole.
+Added: It is difficult
+Added: to predict with certainty the full effect of these recently passed or pending laws and their implementing regulations on the Internet and advertising industries as a whole.
As our business is global, our activities are also subject to foreign legislation and regulation.
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The Privacy Shield Framework, however, was struck down in July 2020 by the Court of Justice of the European Union as an adequate mechanism by which EU companies may pass personal data to the US.
−Removed: Other EU mechanisms for adequate data
−Removed: transfer, such as the standard contractual clauses, were also questioned by the Court of Justice and, as a result, whether and how standard contractual clauses can be used to transfer personal data to the United States is in question.
+Added: Other EU mechanisms for adequate data transfer, such as the standard contractual clauses, were also questioned by the Court of Justice and, as a result, whether and how standard contractual clauses can be used to transfer personal data to the United States is in question.
If there is no interim agreement and standard contractual clauses also cannot be relied upon, we could be left with no reasonable option for the lawful cross-border transfer of personal data.
If successful challenges leave us with no reasonable option for the lawful cross-border transfer of personal data, and if we nonetheless continue to transfer personal data from the EU to the United States, that could lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity, any of which could have an adverse effect on our reputation and business or cause us to need to establish various technical systems to maintain certain data in the EU, which may involve substantial expense and cause us to need to divert resources from other aspects of our operations.
−Removed: Other jurisdictions have adopted or are considering cross-border or data residency restrictions, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.
+Added: jurisdictions have adopted or are considering cross-border or data residency restrictions, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.
This growing set of privacy regulations has created intense scrutiny regarding Interest-based advertising, or the use of data to draw inferences about a consumer’s interests and delivering relevant advertising to that consumer, by legislative, regulatory, and self-regulatory bodies, privacy advocates, academics, and commercial interests in the United States and abroad that focus on consumer protections and data privacy.
19 unchanged sentences
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and related amendments, exhibits and other information with the SEC.
−Removed: You may access and read
−Removed: our filings without charge through the SEC’s website at www.sec.gov or through our website at https://ir.system1.com/, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
+Added: You may access and read our filings without charge through the SEC’s website at www.sec.gov or through our website at https://ir.system1.com/, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.
−Removed: Copies of our Code of Ethics and Conduct Policy, Corporate Governance Guidelines and the charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of our Board are also available on the “Governance - Governance Documents” subpage of the “Investors” section of our website.
+Added: Copies of our Code of Ethics and Conduct Policy, Corporate Governance Guidelines and the charters for the Audit, Compensation,
+Added: and Nominating and Corporate Governance Committees of our Board are also available on the "Governance - Governance Documents" subpage of the "Investors" section of our website.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.