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CAPITALIZATION
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
CAPITALIZATION CAPITALIZATION
Class A Common Stock

Voting rights. Except as provided in the Company's Charter or as required by applicable law, holders of Class A Common Stock will be entitled to one vote per share on all matters to be voted on by its Stockholders generally. At annual and extraordinary general meetings of the Company's Stockholders, the holders of Class A Common Stock and Class C Common Stock will vote together as a single class on any matters submitted to a vote of its Stockholders, or, holders of Preferred Stock, if any, are entitled to vote together with the holders of Class A Common Stock or Class C Common Stock, as a single class with the holders of Preferred Stock.

Generally, unless a different voting standard applies under the Company's Organizational Documents or applicable law, all matters to be voted on by shareholders must be approved by a majority of the votes cast (except for the election of directors, which will be decided based on a plurality of the votes cast by stockholders present in person or represented by proxy at the applicable meeting and entitled to vote on the election of such directors).

Reservation of Shares. Under the Company's Charter, the Company will have at all times, authorized and unissued shares of Class A Common Stock for the purposes of effecting any redemptions or exchanges under the New S1 Holdco Agreement.

Class C Common Stock

Voting rights. Except as provided in the Company's Charter or as required by applicable law, holders of Class C Common Stock will be entitled to one vote per share on all matters to be voted on by its Stockholders generally. At any annual and extraordinary general meeting of the Company's Stockholders, the holders of Class A Common
Stock and Class C Common Stock will vote together as a single class on any matters submitted to a vote of its Stockholders, or, holders of Preferred Stock, if any, are entitled to vote together with the holders of Class A Common Stock or Class C Common Stock, as a single class with the holders of Preferred Stock. Holders of Class C Common Stock have no economic rights, only voting rights.

Generally, unless a different voting standard applies under the Company's Organizational Documents or applicable law, all matters to be voted on by stockholders must be approved by a majority of the votes cast (except for the election of directors, which will be decided based on a plurality of the votes cast by stockholders present in person or represented by proxy at the applicable meeting and entitled to vote on the election of such directors).

Future Issuances. Under the Company's Charter, System1 is not permitted to issue additional shares of Class C Common Stock after the adoption of the Company's Charter, other than in connection with the valid issuance S1 Holdco Common Units under the New S1 Holdco Operating Agreement.

Restriction on Transfer. Under the Company's Charter, holders of Class C Common Stock may only transfer their Class C Common Stock to certain permitted transferees, while also simultaneously transferring an equal number of such holder’s S1 Holdco Common Units.

Class D Common Stock

Voting Rights. Except as provided in the Company's Charter or as required by applicable law, holders of Class D Common Stock are not entitled to any voting rights. Notwithstanding the preceding sentence, under the Company's Charter, any vote that changes the terms of the Class D Common Stock requires the separate approval of a majority of the holders of Class D Common Stock.

Restriction on Transfer. Under the Company's Charter, holders of Class D Common Stock may only transfer their Class D Common Stock to certain permitted transfers.

Conversion. Class D Common Stock automatically converted into Class A Common Stock on a one-for-one basis, following the consummation of the Merger, once the volume-weighted average price ("VWAP") of the Post-Closing Company exceeded $12.50 per share (adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a period of thirty (30) consecutive trading days before the fifth anniversary of the consummation of the Merger. All shares of Class D Common Stock converted to Class A Common Stock in the period ended March 31, 2022.

Repurchase Program

In August 2022, the Company's Board of Directors authorized up to $25,000 for the repurchase of the Company's Class A common stock and Public Warrants (the “2022 Repurchase Program”). During the year ended December 31, 2022 the Company repurchased 190 shares for an aggregate purchase price of $1,122 under the 2022 Repurchase Program. As of December 31, 2022, all repurchased shares were constructively retired.