NET LOSS PER SHARE OR UNIT

3 Months Ended

Mar. 31, 2023

For the three months ended March 31, 2023 (Successor) and the period from January 27, 2022 through March 31, 2022 (Successor), the basic net loss per share was calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. For the period from January 1, 2022 through January 26, 2022 (Predecessor), the basic net loss per unit attributable to members was calculated by dividing the net loss attributable to common equity holders by the weighted-average number of membership units outstanding. Basic and diluted net loss per share was calculated as follows:

Successor

Predecessor

Three Months Ended
March 31, 2023

Period from January 27, 2022 through March 31, 2022

Period from January 1, 2022 through January 26, 2022

Basic and diluted net loss per share

(0.37)

(0.44)

n/a

Numerator:

Net loss attributable to System1, Inc.

(33,952)

(36,069)

n/a

Denominator:

Weighted-average common shares outstanding used in computing basic net loss per share (shares in thousands)

92,460

82,708

n/a

Basic and diluted net loss per unit

n/a

(1.81)

Numerator:

Net loss

n/a

(37,061)

Denominator:

Weighted-average membership units outstanding - basic
and diluted (units in thousands)

n/a

20,488

Shares of Class C common stock outstanding for the period January 27, 2022 through March 31, 2023 (Successor) are considered potentially dilutive of the shares of Class A common stock under the application of the if-converted method, and are included in the computation of diluted loss per share, except when the effect would be anti-dilutive. For the three months ended March 31, 2023 (Successor) and the period from January 27, 2022 through March 31, 2022 (Successor), 21,513 and 22,077 shares of Class C common stock were excluded from the computation of net loss per share, respectively. Loss per share excludes Public Warrants as their effect was anti-dilutive.