Basisstatistiken
| CIK | 1805833 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Trebia Acquisition Corp - Class A
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| June 1, 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): May 29, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commiss |
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| June 1, 2026 |
ex101system1-exchangeagr EXCHANGE AGREEMENT by and among S1 HOLDINGS FINCO, LLC, ORCHID MERGER SUB II, LLC and THE PARTICIPATING LENDERS LISTED ON THE SIGNATURE PAGES HERETO Dated as of May 29, 2026 Exhibit 10. |
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| June 1, 2026 |
Exhibit 99.1 System1 Strengthens Capital Structure and Reduces Total Debt Through Exchange Transaction With Lenders •Secures new $150.0 million term loan with extended maturity to 2031, replacing $302.6 million existing outstanding term loan and revolver. •Participation from all existing term loan and revolver lenders. •Enhances long-term financial flexibility and supports strategic execution. •Tr |
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| May 12, 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): May 12, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, Inc. |
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| May 12, 2026 |
Exhibit 99.1 System1 Announces First Quarter 2026 Financial Results •Revenue of $37.2 million •GAAP Gross Profit of $23.3 million, Margin of 63% •Adjusted Gross Profit of $28.2 million, Margin of 76% •GAAP Net Loss of $57.6 million •Adjusted EBITDA of $2.7 million LOS ANGELES, CA – May 12, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities inc |
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| May 12, 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): May 12, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 12, 2026 |
q126supplementalfinancia System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD 31-Mar-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 37,234 51,940 61,561 78,116 74,513 75,594 88,832 94,581 84,917 266,129 214,189 152,628 343,92 |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 |
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| March 11, 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 11, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 11, 2026 |
Exhibit 21.1 Subsidiaries of System1, Inc. Subsidiary name Jurisdiction System1 Holdings, LLC Delaware S1 Tech Platforms, LLC Delaware S1 Media, LLC Delaware S1 Media Ventures, LLC Delaware S1 Services, LLC Delaware System1 Services, LLC Delaware S1 Holdco, LLC Delaware System1 S1, Inc. Delaware Orchid Merger Sub II, LLC Delaware System1 OpCo, LLC Delaware Sonic Newco LLC Delaware System1 Canada U |
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| March 11, 2026 |
SYSTEM1, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 SYSTEM1, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION System1, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 26, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy sha |
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| March 11, 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 11, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 11, 2026 |
For The Three Months Ended December 31, Exhibit 99.1 System1 Announces Fourth Quarter and Full Year 2025 Financial Results Full Year Results Demonstrate Strength of Platform in Challenging Operating Environment Fiscal Year 2025 Financial Results: •Revenue Decreased 23% Over Prior Year to $266.1 million •Gross Profit Decreased 1% Over Prior Year to $100.4 million •Adjusted Gross Profit Increased 1% Over Prior Year to $153.4 million •Adju |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. (Exac |
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| March 11, 2026 |
q425supplementalfinancia System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD 31-Dec-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 51,940 61,561 78,116 74,513 75,594 88,832 94,581 84,917 266,129 214,189 152,628 343,925 268,330 179,498 Ope |
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| January 9, 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): January 9, 2026 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Comm |
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| December 12, 2025 |
System1 Receives Notice of Non-Compliance with New York Stock Exchange Listing Rules Exhibit 99.1 System1 Receives Notice of Non-Compliance with New York Stock Exchange Listing Rules LOS ANGELES, CA – December 12, 2025 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), today announced that it was notified by the New York Stock Exchange (the "NYSE") that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because its 30 trading-day averag |
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| December 12, 2025 |
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): December 8, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| December 3, 2025 |
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): December 1, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| November 5, 2025 |
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): November 5, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| November 5, 2025 |
q325supplementalfinancia System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 61,561 78,116 74,513 75,594 88,832 94,581 84,917 214,189 152,628 343,925 268,330 179,498 Operating cost and expenses: Cost of revenues |
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| November 5, 2025 |
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): November 5, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, I |
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| November 5, 2025 |
System1 Announces Third Quarter 2025 Financial Results Exhibit 99.1 System1 Announces Third Quarter 2025 Financial Results •Revenue Decreased 31% Year-Over-Year to $61.6 million •GAAP Gross Profit Decreased 8% Year-Over-Year to $22.8 million •Adjusted Gross Profit Decreased 4% Year-Over-Year to $36.1 million •Adjusted Gross Profit Margin Increased to 59% from 42% Year-Over-Year •GAAP Net Loss Improved 28% Year-Over-Year to $22.0 million •Adjusted EBIT |
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| August 7, 2025 |
q225supplementalfinancia System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 78,116 74,513 75,594 88,832 94,581 84,917 152,628 343,925 268,330 179,498 Operating cost and expenses: Cost of revenues 50,213 46,077 43,777 63,999 68,507 66,319 9 |
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| August 7, 2025 |
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): August 7, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 7, 2025 |
System1 Announces Strong Second Quarter 2025 Financial Results Exhibit 99.1 System1 Announces Strong Second Quarter 2025 Financial Results •Revenue Decreased 17% Year-Over-Year to $78.1 million •GAAP Gross Profit Increased 7% Year-Over-Year to $27.9 million •Adjusted Gross Profit Increased 6% Year-Over-Year to $41.0 million •GAAP Net Loss Improved 38% Year-Over-Year to $21.5 million •Adjusted EBITDA Increased 18% Year-Over-Year to $11.7 million LOS ANGELES, C |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, Inc. ( |
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| August 7, 2025 |
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): August 7, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 7, 2025 |
system1investorpresentat Investor Deck August 2025 2021 York Mountain Syrah - $78 Exhibit 99. |
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| July 3, 2025 |
July 3, 2025 Michael Blend Chief Executive Officer System1, Inc. 4235 Redwood Avenue Los Angeles, CA 90066 Re: System1, Inc. Registration Statement on Form S-3 Filed June 27, 2025 File No. 333-288380 Dear Michael Blend: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind yo |
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| July 3, 2025 |
SYSTEM1, INC. 4235 Redwood Avenue Los Angeles, CA 90066 SYSTEM1, INC. 4235 Redwood Avenue Los Angeles, CA 90066 July 3, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Alexandra Barone Re: System1, Inc. Registration Statement on Form S-3, filed June 27, 2025 File No. 333-288380 Dear Ms. Barone: In accordance with Rule 461 promulgated under the Securit |
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| June 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) System1, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par val |
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| June 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) System1, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For |
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| June 27, 2025 |
As filed with the Securities and Exchange Commission on June 27, 2025 As filed with the Securities and Exchange Commission on June 27, 2025 Registration No. |
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| June 27, 2025 |
As filed with the Securities and Exchange Commission on June 27, 2025 As filed with the Securities and Exchange Commission on June 27, 2025 Registration No. |
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| June 11, 2025 |
Certificate of Amendment to Certificate of Incorporation of System1, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SYSTEM1, INC. System1, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That resolutions were duly adopted by the Board of Directors of the Corporation recommending and declaring advisable that the |
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| June 11, 2025 |
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): June 11, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 11, 2025 |
System1 Class A Common Stock to Begin Trading on a Split-Adjusted Basis on June 12, 2025 Exhibit 99.1 System1 Class A Common Stock to Begin Trading on a Split-Adjusted Basis on June 12, 2025 LOS ANGELES, CA – June 11, 2025 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, previously announced on June 10, 2025, that the Company’s board of directors has approved a reverse stock split (the “Reverse Stock Split”) of all of it |
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| June 10, 2025 |
Exhibit 99.1 System1 Announces Reverse Stock Split Shares Expected to Begin Trading on a Split-Adjusted Basis on June 12, 2025 LOS ANGELES, CA – June 10, 2025 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, today announced that its board of directors has approved a reverse stock split (the “Reverse Stock Split”) of its Class A Commo |
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| June 10, 2025 |
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): June 10, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 10, 2025 |
First Amendment to System1, Inc. 2022 Incentive Award Plan. Exhibit 10.1 FIRST AMENDMENT TO SYSTEM1, INC. 2022 INCENTIVE AWARD PLAN THIS FIRST AMENDMENT (this “First Amendment”) to the System1, Inc. 2022 Incentive Award Plan is made and adopted by the Board of Directors (the “Board”) of System1, Inc., a Delaware corporation (the “Company”), on May 5, 2025, and effective as of June 10, 2025, the date of the Company’s 2025 annual meeting of stockholders (pro |
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| June 10, 2025 |
Second Amendment to the System1, Inc. Stock Appreciation Rights Plan Exhibit 10.2 SECOND AMENDMENT TO SYSTEM1, INC. 2024 STOCK APPRECIATION RIGHTS PLAN THIS SECOND AMENDMENT (this “Second Amendment”) to the System1, Inc. 2024 Stock Appreciation Rights Plan is made and adopted by the Board of Directors (the “Board”) of System1, Inc., a Delaware corporation (the “Company”), on May 5, 2025, and effective as of June 10, 2025, the date of the Company’s 2025 annual meeti |
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| May 23, 2025 |
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): May 22, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 6, 2025 |
Investor Deck May 2025 2021 York Mountain Syrah - $78 Disclaimer Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. |
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| May 6, 2025 |
System1 Announces Strong First Quarter 2025 Financial Results Exhibit 99.1 System1 Announces Strong First Quarter 2025 Financial Results All Key Financial Results At or Above the High-End of Guidance Range •Revenue Decreased 12% Year-Over-Year to $74.5 Million •GAAP Gross Profit Increased 53% Year-Over-Year to $28.4 Million •Adjusted Gross Profit Increased 33% Year-Over-Year to $41.5 million •GAAP Net Loss Increased 44% Year-Over-Year to $19.9 Million •Adjus |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, Inc. |
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| May 6, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 6, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 6, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 6, 2025 |
q12025supplementalfinan 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. System1, Inc. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thous |
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| April 29, 2025 |
Financial Statements and Exhibits 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): April 28, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 |
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| April 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) System1, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par val |
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| April 23, 2025 |
As filed with the Securities and Exchange Commission on April [ ], 2025 Registration No. |
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| April 22, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11. |
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| April 18, 2025 |
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): April 15, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 7, 2025 |
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): April 7, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commis |
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| March 10, 2025 |
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. |
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| March 10, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 10, 2025 |
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. Syste |
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| March 10, 2025 |
System1 Announces Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 System1 Announces Fourth Quarter and Full Year 2024 Financial Results Fourth Quarter Financial Highlights: •Revenue Decreased 21% Over Prior Year to $75.6 million •Gross Profit Increased 28% Over Prior Year to $31.8 million •Adjusted Gross Profit Increased 19% Over Prior Year to $44.7 million •GAAP Net Loss Decreased 29% Over Prior Year to $18.0 million •Adjusted EBITDA Increased 79% |
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| March 10, 2025 |
Exhibit 21.1 Subsidiaries of System1, Inc. Subsidiary name Jurisdiction System1 Holdings, LLC Delaware S1 Media, LLC Delaware S1 Holdco, LLC Delaware System1 S1, Inc. Delaware Orchid Merger Sub II, LLC Delaware System1 OpCo, LLC Delaware Sonic Newco LLC Delaware System1 Canada ULC Nova Scotia MapQuest Holdings, LLC Delaware MapQuest Services Holdings LLC Delaware System1 Waterfox Holdings LLC Dela |
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| March 10, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. (Exac |
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| March 10, 2025 |
Policy for Recovery of Erroneously Awarded Compensation. Exhibit 97.1 SYSTEM1, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION System1, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 26, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy sha |
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| January 10, 2025 |
Exhibit 99.1 System1 Receives Notice of Non-Compliance with New York Stock Exchange Trading Share Price Listing Rule Company Intends to Cure the Deficiency and Regain Compliance with NYSE Notice Has No Immediate Impact on the Listing or Trading of System1’s Class A Common Stock LOS ANGELES, CA – January 10, 2025 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acqu |
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| January 10, 2025 |
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): January 6, 2025 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Comm |
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| December 3, 2024 |
December 3, 2024 Michael Blend Chief Executive Officer System1, Inc. 4235 Redwood Avenue Marina Del Rey, CA 90066 Re: System1, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-39331 Dear Michael Blend: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding |
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| November 7, 2024 |
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. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. System1, Inc. Syste |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| November 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 7, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| November 7, 2024 |
System1 Announces Strong Third Quarter 2024 Financial Results Exhibit 99.1 System1 Announces Strong Third Quarter 2024 Financial Results All Key Financial Results At or Above the High-End of Guidance Range •Revenue Increased 1% Over Prior Year to $88.8 Million •GAAP Gross Profit Flat Over Prior Year at $24.8 Million •Adjusted Gross Profit Increased 1% Over Prior Year to $37.6 Million •GAAP Net Loss Increased $4.7 million Over Prior Year to $30.6 Million •Adj |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, I |
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| November 7, 2024 |
4235 Redwood Avenue Marina Del Rey, CA 90066 November 7, 2024 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, D.C. 20549 Attn: Tyler Howes James Lopez Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39331 Dear Messrs. Howes and Lopez: This letter responds to the follow-up letter of the staff ( |
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| November 4, 2024 |
November 4, 2024 Michael Blend Chief Executive Officer System1, Inc. 4235 Redwood Avenue Marina Del Rey, CA 90066 Re: System1, Inc. Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023 Response dated September 27, 2024 File No. 001-39331 Dear Michael Blend: We have reviewed your September 27, 2024 response to our comment letter and have the following comment. Please respond to this |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 |
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| September 27, 2024 |
September 27, 2024 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, D.C. 20549 Attn: Tyler Howes James Lopez Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39331 Dear Messrs. Howes and Lopez: This letter responds to the letter of the staff (the “Sta |
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| September 20, 2024 |
September 20, 2024 Michael Blend Chief Executive Officer System1, Inc. 4235 Redwood Avenue Marina Del Rey, CA 90066 Re: System1, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-39331 Dear Michael Blend: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon a |
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| August 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 8, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 8, 2024 |
System1 Announces Second Quarter 2024 Financial Results Above High-End of Guidance Exhibit 99.1 System1 Announces Second Quarter 2024 Financial Results Above High-End of Guidance All Key Financial Results Above the High-End of Guidance Range •Revenue Increased $9.7 Million Over Prior Quarter to $94.6 Million •Gross Profit Increased 40% Over Prior Quarter to $26.1 Million •Adjusted Gross Profit Increased 24% Over Prior Quarter to $38.8 Million •GAAP Net Loss Increased 152% Over P |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 8, 2024 |
First Amendment to System1, Inc. 2024 Stock Appreciation Rights Plan US-DOCS\151636974.2 FIRST AMENDMENT TO SYSTEM1, INC. 2024 STOCK APPRECIATION RIGHTS PLAN THIS FIRST AMENDMENT (this “First Amendment”) to the System1, Inc. 2024 Stock Appreciation Rights Plan is made and adopted by the Board of Directors (the “Board”) of System1, Inc., a Delaware corporation (the “Company”), effective as of June 28, 2024 (the “Effective Date”). All capitalized terms used but not o |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39331 System1, Inc. ( |
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| August 8, 2024 |
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. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. System1, Inc. Successor + Predece |
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| June 26, 2024 |
EX-3 3 a3optionletteragreement-.htm EX-3 1 OPTION LETTER AGREEMENT June 17, 2024 CEE Holding Trust c/o Jackson Hole Trust Company, Trustee Attn: Chuck Ursini PO Box 1150 185 W Broadway, Suite 101 Jackson, Wyoming 83001 Re: Option to Purchase a 4,775,000 shares of Class A Common Stock of System1, Inc. Dear Michael: You and CEE Holding Trust (the “Trust”) entered into that certain Stock Purchase Agr |
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| June 26, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Stanley Blend c/o Lone Star Friends Trust 14122 Bluff Manor Drive San Antonio, TX 78216 (Name, Address and Telephon |
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| June 26, 2024 |
EX-1 2 a12stockpurchaseagreemen.htm EX-1 STOCK PURCHASE AGREEMENT by and between THE LONE STAR FRIENDS TRUST and CEE HOLDING TRUST June 17, 2024 2 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE .............................................................................................................. 4 Section 1.01 Purchase and Sale. .............................................................. |
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| June 25, 2024 |
EX-1 2 a12stockpurchaseagreemen.htm EX-1 STOCK PURCHASE AGREEMENT by and between THE LONE STAR FRIENDS TRUST and CEE HOLDING TRUST June 17, 2024 2 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE .............................................................................................................. 4 Section 1.01 Purchase and Sale. .............................................................. |
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| June 25, 2024 |
EX-3 3 a3optionletteragreement-.htm EX-3 1 OPTION LETTER AGREEMENT June 17, 2024 CEE Holding Trust c/o Jackson Hole Trust Company, Trustee Attn: Chuck Ursini PO Box 1150 185 W Broadway, Suite 101 Jackson, Wyoming 83001 Re: Option to Purchase a 4,775,000 shares of Class A Common Stock of System1, Inc. Dear Michael: You and CEE Holding Trust (the “Trust”) entered into that certain Stock Purchase Agr |
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| June 25, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Stanley Blend c/o Lone Star Friends Trust 14122 Bluff Manor Drive San Antonio, TX 78216 (Name, Address and Telephon |
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| June 21, 2024 |
EX-3 4 a3opnlttragrmntlfst-cee.htm EX-3 1 OPTION LETTER AGREEMENT June 17, 2024 CEE Holding Trust c/o Jackson Hole Trust Company, Trustee Attn: Chuck Ursini PO Box 1150 185 W Broadway, Suite 101 Jackson, Wyoming 83001 Re: Option to Purchase a 4,775,000 shares of Class A Common Stock of System1, Inc. Dear Michael: You and CEE Holding Trust (the “Trust”) entered into that certain Stock Purchase Agre |
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| June 21, 2024 |
EX-1 2 a1stockpurchagrmnt-lsftc.htm EX-1 STOCK PURCHASE AGREEMENT by and between THE LONE STAR FRIENDS TRUST and CEE HOLDING TRUST June 17, 2024 2 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE .............................................................................................................. 4 Section 1.01 Purchase and Sale. .............................................................. |
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| June 21, 2024 |
EX-4 5 a4optnlttragrmntblendce.htm EX-4 1 OPTION LETTER AGREEMENT June 17, 2024 CEE Holding Trust c/o Jackson Hole Trust Company, Trustee Attn: Chuck Ursini PO Box 1150 185 W Broadway, Suite 101 Jackson, Wyoming 83001 Re: Option to Purchase a 725,000 shares of Class A Common Stock of System1, Inc. Dear Michael: You and the CEE Holding Trust (the “Trust”) entered into that certain Stock Purchase Ag |
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| June 21, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D Activist Investment SC 13D 1 system1sstschedule13d-ceeh.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) CEE Holdings Trust c/o Jackson Hole Trust Company 185 W. Broadway, Suite 101 Jackson Hole |
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| June 21, 2024 |
EX-2 3 a2stockpurchagrmnt-indiv.htm EX-2 STOCK PURCHASE AGREEMENT by and between MICHAEL BLEND and CEE HOLDING TRUST June 17, 2024 L8500\474697\273551638.v10 2 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE .............................................................................................................. 4 Section 1.01 Purchase and Sale. ................................................. |
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| June 20, 2024 |
Exhibit-107 Calculation of Filing Fee Tables S-8 (Form Type) System1, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (4) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0 |
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| June 20, 2024 |
As filed with the Securities and Exchange Commission on [ ], 2024 Registration No. |
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| June 14, 2024 |
System1, Inc. 2024 Stock Appreciation Rights Plan. Exhibit 10.1 SYSTEM1, INC. 2024 STOCK APPRECIATION RIGHTS PLAN 1.Purpose. The purpose of this System1, Inc. 2024 Stock Appreciation Rights Plan (this “Plan”) is to enhance the ability of System1, Inc. (together with any successor, the “Company”) to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equi |
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| June 14, 2024 |
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): June 11, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 14, 2024 |
Amendment to the System1, Inc. Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SYSTEM1, INC. System1, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That resolutions were duly adopted by the Board of Directors of the Corporation recommending and declaring advisable that the |
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| June 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated April 12, 2024) Up to 16,812,767 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 60,713,885 Shares of Common Stock Up to 1,600,045 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 1 |
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| June 7, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events 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): June 4, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commiss |
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| June 7, 2024 |
Letter of PricewaterhouseCoopers LLP dated June 7, 2024. Exhibit 16.1 June 7, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by System1, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of System1, Inc. dated June 4, 2024. We agree with the statements concerning our Firm contained therein. |
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| June 3, 2024 |
As filed with the Securities and Exchange Commission on June 3, 2024 As filed with the Securities and Exchange Commission on June 3, 2024 Registration No. |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated April 12, 2024) Up to 16,812,767 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 61,459,972 Shares of Common Stock Up to 1,600,045 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 1 |
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| May 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated April 12, 2024) Up to 16,812,767 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 61,459,972 Shares of Common Stock Up to 1,600,045 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 1 |
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| May 10, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated April 12, 2024) Up to 16,812,767 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 61,459,972 Shares of Common Stock Up to 1,600,045 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 1 |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 9, 2024 |
System1 Announces First Quarter 2024 Financial Results Exhibit 99.1 System1 Announces First Quarter 2024 Financial Results All Key Financial Results Above the High-End of Guidance Range •Revenue Decreased $11.2 Million Over Prior Quarter to $84.9 Million •Gross Profit Decreased 25% Over Prior Quarter to $18.6 Million •Adjusted Gross Profit Decreased 17% Over Prior Quarter to $31.2 Million •GAAP Net Loss Decreased 46% Over Prior Quarter to $14 Million |
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| May 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 9, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 9, 2024 |
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. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. Successor + Predecessor Total Successor + Prede |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 26, 2024 |
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): April 23, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 12, 2024 |
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): April 10, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 9, 2024 |
10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, |
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| April 5, 2024 |
United States securities and exchange commission logo April 5, 2024 Michael Blend Chief Executive Officer System1, Inc. |
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| March 29, 2024 |
As filed with the U.S. Securities and Exchange Commission on March 29, 2024 As filed with the U.S. Securities and Exchange Commission on March 29, 2024 Registration No. 333-262608 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 98-1531250 (State or other jurisdiction of |
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| March 21, 2024 |
SST / System1, Inc. / Cannae Holdings, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6) System1, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) Bryan D. Coy c/o Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 (702) 323-7330 |
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| March 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 18, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 18, 2024 |
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. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. System1, Inc. Successor + Predecessor Total Successor + Predecessor Total S |
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| March 18, 2024 |
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 18, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 18, 2024 |
System1 Announces Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 System1 Announces Fourth Quarter and Full Year 2023 Financial Results All Key Financial Results Above the High-End of Guidance Range Fourth Quarter Financial Highlights: •Revenue Increased 9% Over Prior Quarter to $96.1 million •Gross Profit Increased 1% Over Prior Quarter to $25 million •Adjusted Gross Profit Increased 1% Over Prior Quarter to $37.5 million •GAAP Net Loss Decreased 2 |
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| March 15, 2024 |
Exhibit 21.1 Subsidiaries of System1, Inc. Subsidiary name Jurisdiction S1 Holdco, LLC Delaware System1 S1, Inc. Delaware Orchid Merger Sub II, LLC Delaware System1 OpCo, LLC Delaware Sonic Newco LLC Delaware Infospace Holdings LLC Delaware Qool Media Holdings, LLC Delaware Concourse Media Holdings, LLC Delaware Dotzup Holdings LLC Delaware System1 Canada ULC Nova Scotia System1 Media ULC Nova Sco |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. (Exac |
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| March 15, 2024 |
Policy for Recovery of Erroneously Awarded Compensation. SYSTEM1, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION System1, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 26, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy shall apply to c |
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| March 15, 2024 |
System1, Inc. Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws can unde |
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| February 23, 2024 |
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): February 20, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Co |
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| February 22, 2024 |
SST / System1, Inc. / CEE Holdings Trust - SC 13G Passive Investment SC 13G 1 system1-13gceexlwdraft2162.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0 |
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| January 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 17, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| January 5, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D/A Activist Investment SC 13D/A 1 system1-sc13dablendlsftxf.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Stanley Blend c/o Lone Star Friends Trust 14122 Bluff Manor Drive |
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| January 5, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Nicholas Graeme Baker 16-18 Barnes Wallis Road Segensworth, Fareham, Hampshire, England, PO15 5TT (Name, Address and Telephone Number of |
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| January 5, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D/A Activist Investment SC 13D/A 1 schedule13ddecember2023jd.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Christopher Stephen Phillips c/o Just Develop It Limited Larch Ho |
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| January 5, 2024 |
SST / System1, Inc. / Trebia Acquisition Corp. - SC 13D/A Activist Investment SC 13D/A 1 schedule13damendment1-nic.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Nicholas Graeme Baker 16-18 Barnes Wallis Road Segensworth, Fareh |
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| January 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 3, 2024 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Comm |
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| December 14, 2023 |
EX-107 Calculation of Filing Fee Tables S-8 (Form Type) System1, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0.0001 p |
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| December 14, 2023 |
As filed with the Securities and Exchange Commission on [ ], 2023 Registration No. |
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| December 7, 2023 |
SST / System1 Inc - Class A / FOLEY WILLIAM P II - SC 13G Passive Investment SC 13G 1 wpf-sstschedule13gdec2023.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934* SYSTEM1, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) December 4, 2023 (Date of Event Which Requires Filing of this Statement) |
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| December 6, 2023 |
SST / System1 Inc - Class A / Cannae Holdings, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5) System1, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) Bryan D. Coy c/o Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 (702) 323-7330 |
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| December 6, 2023 |
SST / System1 Inc - Class A / BGPT Trebia LP - SC 13D/A Activist Investment SC 13D/A 1 ef20016149sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) System1, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) Frank Martire, Jr. 220 Fifth Avenue, Floor 17 New York, NY 100 |
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| December 4, 2023 |
Pro forma financial information Exhibit 99.2 - Financial Statements and Exhibits Pro forma financial information The following supplemental pro forma information is presented for informational purposes only, to provide an understanding of the Company’s historical financial results as adjusted for the disposition of Total Security. This pro forma financial information should not be considered a substitute for the actual historica |
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| December 4, 2023 |
Execution Version SECOND AMENDMENT TO CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT November 30, 2023 I. |
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| December 4, 2023 |
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. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC System1, Inc. System1, Inc. Successor + Predecessor Total Successor + Predecessor Total Successor + Predecessor Total |
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| December 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 4, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Com |
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| December 4, 2023 |
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): November 30, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Co |
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| December 4, 2023 |
System1 Announces Sale of Total Security System1 Announces Sale of Total Security Transaction Provides System1 with $240 Million in Cash to Invest in Core Advertising Business, Improve Liquidity & Leverage LOS ANGELES, CA - November 30, 2023 - System1, Inc. |
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| December 4, 2023 |
Execution Version Date: November 30, 2023 (1) System1, Inc. (2) Orchid Merger Sub II, LLC (3) Sonic Newco, LLC (4) JDI Antarctica Limited (5) JDI Antarctica Sub II Limited SHARE PURCHASE AGREEMENT relating to Total Security Limited (formerly Protected.net Group Limited) |US-DOCS\146366268.12|| CONTENTS 1 Definitions and Interpretation 2 2 Sale and Purchase 2 3 Consideration 3 4 Completion 4 5 No L |
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| November 17, 2023 |
SST / System1 Inc - Class A / Cannae Holdings, Inc. - SC 13D/A Activist Investment SC 13D/A 1 cnne-sstschedule13danov2023.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) System1, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) Michael L. Gravelle c/o Cannae Holdings, Inc. 170 |
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| November 9, 2023 |
THIS RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2023, is between System1 OpCo LLC and its wholly-owned subsidiaries that are signatory to this Agreement (collectively, the “Seller”), and OAREX Funding, LLC a Delaware limited liability company (the “Buyer”). |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, I |
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| October 12, 2023 |
Date: 6 October 2023 (1) Total Security Limited (2) Onyx Asset Finance Limited Debenture relating to Total Security Limited The Pavilion Botleigh Grange Business Park Hedge End Southampton SO30 2AF Ref: SWC01/ONY4/23 CONTENTS 1 Definitions and interpretation 1 2 Covenant to pay 4 3 Grant of security 4 4 Liability of Chargor 6 5 Representations and warranties 6 6 Covenants 7 7 Powers of the Lender |
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| October 12, 2023 |
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): October 6, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Comm |
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| October 12, 2023 |
Date: 6 October 2023 (1) Onyx Asset Finance Limited (2) Total Security Limited Secured Facility Agreement in the sum of USD10,000,000 The Pavilion Botleigh Grange Business Park Hedge End Southampton SO30 2AF Ref: SWC/ONY4/23 CONTENTS 1 Definitions and Interpretation 1 2 The Facility 6 3 Conditions of Drawdown 6 4 DRAWDOWN 6 5 Repayment 7 6 Interest 8 7 Fees 8 8 WARRANTIES AND REPRESENTATIONS 8 9 C |
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| October 12, 2023 |
Term Loan Note, dated October 6, 2023, by and between Openmail2, LLC and Orchid Merger Sub II, LLC TERM LOAN NOTE US $2,500,000 October 6, 2023 FOR VALUE RECEIVED, OPENMAIL2, LLC, a Delaware limited liability company (the “Lender”) agrees to make a loan (the “Loan”) to ORCHID MERGER SUB II, LLC, a Delaware limited liability company (the “Borrower”), in an aggregate outstanding amount not to exceed the principal sum of $2,500,000 (the “Commitment”), on the terms set forth below. |
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| September 12, 2023 |
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): September 6, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Co |
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| September 12, 2023 |
Execution Version SENIOR UNSECURED PROMISSORY NOTE $5,156,485.19 September 6, 2023 FOR VALUE RECEIVED, SYSTEM1 OPCO, LLC, a Delaware limited liability company (the “Borrower”) agrees to pay to the order of MARC MEZZACCA (“Lender”) the aggregate principal amount of Five Million One Hundred Fifty-Six Thousand Four Hundred Eighty Five and 19/100 Dollars ($5,156,485.19) (the “Loan”), together with int |
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| September 6, 2023 |
Indication of Interest, dated as of Willkie Draft 9/1/23 PERSONAL & CONFIDENTIAL September [], 2023 Ms. Moujan Kazerani Chair of the Special Committee of the Board of Directors System1, Inc. 4235 Redwood Avenue Marina del Rey, CA 90066 Via email Re: Total Security Limited Dear Moujan: As you know, we (the “Buyer”), an affiliate of JustDevelop.it, have been discussing with you a possible acquisition of Total Security Limited, formerl |
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| September 6, 2023 |
SST / System1 Inc - Class A / Trebia Acquisition Corp. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Christopher Stephen Phillips c/o Just Develop It Limited Larch House Parklands Business Park Denmead, Hampshire PO7 6 |
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| September 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 6, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Co |
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| September 6, 2023 |
System1 Confirms Receipt of Indication of Interest for Total Security from Just Develop It System1 Confirms Receipt of Indication of Interest for Total Security from Just Develop It LOS ANGELES, CA – September 6, 2023 – System1, Inc. |
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| August 17, 2023 |
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): August 15, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Comm |
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| August 9, 2023 |
q223supplementalfinancia System1, Inc./S1 Holdco LLC Unaudited Statements of Operations 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. Successor + Predecessor Total Successor + Predecessor Total Successor + Predecessor Total S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thousand |
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| August 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 9, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 9, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| August 9, 2023 |
August 2023Investor Presentation Disclaimer 1 Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. |
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| August 9, 2023 |
System1 Announces Second Quarter 2023 Financial Results Exhibit 99.1 System1 Announces Second Quarter 2023 Financial Results •Revenue Decreased 33% Year-Over-Year to $147 Million •Gross Profit Decreased 26% Year-Over-Year to $41 Million •Adjusted Gross Profit Decreased 21% Year-Over-Year to $53 Million •GAAP Net Loss of $44 Million •Adjusted EBITDA of $15 Million •Company Provides Second Half 2023 Guidance of: $289 Million to $297 Million of Revenue an |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. ( |
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| August 7, 2023 |
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): August 1, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 92-3978051 (State or other jurisdiction of incorporation or organization) (Commi |
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| July 3, 2023 |
System1 Announces First Quarter 2023 Financial Results Exhibit 99.1 System1 Announces First Quarter 2023 Financial Results •Revenue decreased 23% Year-Over-Year to $168 Million •Gross Profit decreased 19% Year-Over-Year to $35 Million •Adjusted Gross Profit decreased 17% Year-Over-Year to $48 Million •GAAP Net Loss of $43 Million •Adjusted EBITDA of $10.3 Million •Company Provides Second Quarter 2023 guidance of: $146 Million to $149 Million of Revenu |
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| July 3, 2023 |
system1investorpresenta June 2023Investor Presentation Disclaimer 1 Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. |
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| July 3, 2023 |
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): July 3, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 3, 2023 |
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): July 3, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. |
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| July 3, 2023 |
q123supplementalfinancia System1, Inc./S1 Holdco LLC Unaudited Statements of Operations 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 Successor + Predecessor Total Successor + Predecessor Total Successor + Predecessor Total S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thousands) QTD QTD QTD QTD Sucessor |
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| June 22, 2023 |
Employment Agreement, dated as of June 15, 2023, between Tridivesh Kidambi and System1, LLC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 15, 2023 (the “Effective Date”), is made and entered into by and between System1, Inc. |
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| June 22, 2023 |
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): June 15, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commis |
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| June 21, 2023 |
SST / System1 Inc - Class A / Trebia Acquisition Corp. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Christopher Phillips c/o Just Develop It Limited Larch House Parklands Business Park Denmead, Hampshire PO7 6XP Unite |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| June 6, 2023 |
Employment Agreement, dated as of August 28, 2016, between Elizabeth Sestanovich and OpenMail LLC. Exhibit 10.13 OPENMAIL LLC EMPLOYMENT AGREEMENT Dear Beth, We are thrilled to offer you the following position at OpenMail, and look forward to having you join the team! The below is our formal offer of employment to join the Company. In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and OpenMail LL |
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| June 6, 2023 |
Execution Version CREDIT AND GUARANTY AGREEMENT dated as of January 27, 2022 among ORCHID FINCO LLC and SYSTEM1 MIDCO, LLC, and after giving effect to the Closing Date Mergers, ORCHID MERGER SUB II, LLC, as the Borrower, S1 HOLDCO, LLC, as Holdings, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N. |
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| June 6, 2023 |
Employment Agreement, dated as of May 2, 2021, between Jennifer Robinson and System1, LLC. Exhibit 10.16 EMPLOYMENT AGREEMENT Dear Jennifer, I am thrilled to offer you (the “Executive”) the following position at System1. Everyone who met you had great things to say, and we all look forward to having you join the team! The below is our formal offer of employment to join System1, LLC, a Delaware limited liability company (the "Company"). In consideration of the compensation, benefits and |
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| June 6, 2023 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of System1, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description of the terms of our stock does not purport to be a complete summary of th |
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| June 6, 2023 |
Exhibit 10.7 CREDIT AND GUARANTY AGREEMENT dated as of January 27, 2022 among ORCHID FINCO LLC and SYSTEM1 MIDCO, LLC, and after giving effect to the Closing Date Mergers, ORCHID MERGER SUB II, LLC, as the Borrower, S1 HOLDCO, LLC, as Holdings, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent |
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| June 6, 2023 |
Exhibit 10.8 AMENDED AND RESTATED REVOLVING NOTE US $20,000,000 May 16, 2023 FOR VALUE RECEIVED, LONE STAR FRIENDS TRUST, being a trust created under the laws of the State of Texas acting by and through its trustee, Stanley Blend (“Lone Star”) and CEE HOLDING TRUST, being a trust created under the laws of the State of Wyoming acting by and through its trustee, Jackson Hole Trust Company, a Wyoming |
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| June 6, 2023 |
First Amendment to Conditional Consent, Waiver and Acknowledgement Execution Version FIRST AMENDMENT TO CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT June 1, 2023 Reference is hereby made to that certain: (a) Business Combination Agreement, dated as of June 28, 2021, by and among System1 Inc. |
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| June 6, 2023 |
Employment Agreement, dated as of September 15, 2015, between Brian Coppola and OpenMail LLC. Exhibit 10.14 OPENMAIL LLC EMPLOYMENT AGREEMENT Dear Brian, We are thrilled to offer you the following position at OpenMail, and look forward to having you join the team! The below is our formal offer of employment to join the Company. In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and OpenMail L |
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| June 6, 2023 |
Employment Agreement, dated as of February 8, 2018, between Daniel Weinrot and OpenMail LLC. Exhibit 10.15 EMPLOYMENT AGREEMENT Dear Daniel, We are thrilled to offer you the following position at Sysetm1 LLC, and look forward to having you join the team! The below is our formal offer of employment to join the Company. In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and System1 LLC a Delaw |
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| June 6, 2023 |
System1 Announces Fourth Quarter and Full Year 2022 Financial Results Exhibit 99.1 System1 Announces Fourth Quarter and Full Year 2022 Financial Results Fourth Quarter Financial Highlights: •Revenue decreased 7% Year-Over-Year to $187 million •Gross Profit increased 6% Year-Over-Year to $47 million •Adjusted Gross Profit increased 31% Year-Over-Year to $59 million •GAAP Net Loss of $51 million •Adjusted EBITDA increased 18% Year-Over-Year to $27 million, In-Line wit |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001- |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, Inc. (Exac |
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| June 6, 2023 |
Exhibit 21.1 Subsidiaries of System1, Inc. Subsidiary Name Jurisdiction S1 Holdco, LLC Delaware System1 S1, Inc. Delaware Orchid Merger Sub II, LLC Delaware System1 OpCo, LLC Delaware Protected.net Group Limited England & Wales Infospace Holdings LLC Delaware Qool Media Holdings, LLC Delaware Concourse Media Holdings, LLC Delaware Dotzup Holdings LLC Delaware System1 Canada ULC Nova Scotia System1 |
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| June 6, 2023 |
Employment Agreement, dated as of June 15, 2023, between Tridivesh Kidambi and System1, Inc. Exhibit 10.12 OPENMAIL LLC EMPLOYMENT AGREEMENT Dear Tridi, We are thrilled to offer you the following position at OpenMail, and look forward to having you join the team! The below is our formal offer of employment to join the Company. In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and OpenMail L |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-3 |
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| June 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): June 6, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| April 12, 2023 |
REVOLVING NOTE US $20,000,000 April 10, 2023 FOR VALUE RECEIVED, LONE STAR FRIENDS TRUST, being a trust created under the laws of the State of Texas acting by and through its trustee, Stanley Blend (“Lone Star”) and CEE HOLDING TRUST, being a trust created under the laws of the State of Wyoming acting by and through its trustee, Jackson Hole Trust Company, a Wyoming corporation (“CEE” and together |
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| April 12, 2023 |
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): April 10, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commi |
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| April 6, 2023 |
System1 Receives Notice of Late Filing from the NYSE System1 Receives Notice of Late Filing from the NYSE LOS ANGELES, CA – April 6, 2023 – System1, Inc. |
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| April 6, 2023 |
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): April 6, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commis |
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| March 21, 2023 |
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 15, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 21, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 11 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition |
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| March 17, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| March 17, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 10 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| March 17, 2023 |
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 15, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 17, 2023 |
System1 Postpones Reporting of Fourth Quarter and FY 2022 Financial Results EX-99.1 2 pressrelease-earningscalld.htm EX-99.1 System1 Postpones Reporting of Fourth Quarter and FY 2022 Financial Results LOS ANGELES, CA – March 16, 2023 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced today that the Company is postponing its scheduled earnings release and conference call for the fourth quarter and ful |
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| March 16, 2023 |
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 16, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Commi |
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| March 16, 2023 |
System1 Postpones Reporting of Fourth Quarter and FY 2022 Financial Results System1 Postpones Reporting of Fourth Quarter and FY 2022 Financial Results •Company is Reviewing its Accounting for 2022 Business Combination •Company Expects No Material Changes to Previously Reported Revenue or Cash Expenses LOS ANGELES, CA – March 16, 2023 – System1, Inc. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q |
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| March 14, 2023 |
SST / System1 Inc - Class A / Cannae Holdings, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) System1, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87200P109 (CUSIP Number) Michael L. Gravelle c/o Cannae Holdings, Inc. 1701 Village Center Circle Las Vegas, NV 89134 (702) 32 |
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| March 14, 2023 |
SST / System1 Inc - Class A / Trasimene Trebia, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| March 1, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 9 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 18 |
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| March 1, 2023 |
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): February 23, 2023 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Co |
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| March 1, 2023 |
Second Amended and Restated Bylaws of System1, Inc. Second Amended and Restated Bylaws of System1, Inc. (a Delaware corporation) TABLE OF CONTENTS Page Article I Corporate Offices 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II Meetings of Stockholders 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 Sec |
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| February 14, 2023 |
SST / System1 Group Plc / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233474-19sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* System1, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (the “Shares”) ( |
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| February 13, 2023 |
SST / System1 Group Plc / Beryl Capital Management LLC Passive Investment SC 13G/A 1 system113g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* System1, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 87200P109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| January 31, 2023 |
United States securities and exchange commission logo January 31, 2023 Tridivesh Kidambi Chief Financial Officer System1, Inc. |
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| December 16, 2022 |
4235 Redwood Avenue Marina Del Rey, CA 90066 CORRESP 1 filename1.htm December 16, 2022 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street NE Washington, D.C. 20549 Attn: Ryan Rohn, Senior Staff Accountant Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 Form 8-K dated May 12, 2022 Response dated August 23, 2022 Response d |
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| December 2, 2022 |
United States securities and exchange commission logo December 2, 2022 Tridivesh Kidambi Chief Financial Officer System1, Inc. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-39331 System1, I |
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| November 14, 2022 |
?Filed pursuant to Rule 424(b)(3) ?Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 8 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| November 10, 2022 |
Q4 2022Investor Presentation Disclaimer 1 Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Co |
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| November 10, 2022 |
System1, Inc./S1 Holdco LLC Unaudited Statements of Operations System1, Inc. System1, Inc. System1, Inc. S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC Successor + Predecessor Total Successor + Predecessor Total S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC S1 Holdco LLC (in thousands) Sucessor P |
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| November 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 10, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Co |
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| November 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 10, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Co |
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| November 10, 2022 |
System1 Announces Third Quarter 2022 Financial Results Exhibit 99.1 System1 Announces Third Quarter 2022 Financial Results ?Revenue Grew 17% Year-Over-Year to $201 Million ?Gross Profit Grew 21% Year-Over-Year to $50 Million ?Adjusted Gross Profit Grew 49% Year-Over-Year to $63 Million ?Net Loss of $38 Million ?Adjusted EBITDA increased 28% to $29 Million Compared to $23 Million in the Prior Year ?Company Updates Full-Year 2022 Guidance: $830 Million |
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| November 3, 2022 |
?Filed pursuant to Rule 424(b)(3) ?Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 7 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| November 2, 2022 |
Exhibit 10.1 TRANSITION & ADVISORY SERVICES AGREEMENT THIS TRANSITION AND ADVISORY SERVICES AGREEMENT (the ?Agreement?) is made and entered into as of November 2, 2022, by and among System1, Inc. (the ?Company?) and Paul Filsinger (the ?Advisor?). RECITALS A. The Advisor currently serves as President of the Company pursuant to that certain Employment Agreement with System1 OpCo, LLC (f/k/a System1 |
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| November 2, 2022 |
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): November 2, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Com |
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| September 27, 2022 |
SST / System1 Group Plc / Phillips Christopher Stephen - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Christopher Phillips c/o Just Develop It Limited Larch House Parklands Business Park Denmead, Hampshire PO7 6XP Unite |
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| September 23, 2022 |
4235 Redwood Avenue Marina Del Rey, CA 90066 September 23, 2022 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street NE Washington, D.C. 20549 Attn: Ryan Rohn, Senior Staff Accountant Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 Form 8-K dated May 12, 2022 Response dated August 23, 2022 File No. 001-39331 Dear Mr. Rohn: |
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| September 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 18 |
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| September 14, 2022 |
United States securities and exchange commission logo September 14, 2022 Tridivesh Kidambi Chief Financial Officer System1, Inc. |
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| September 9, 2022 |
SST / System1 Group Plc / Baker Nicholas - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Nicholas Baker c/o Just Develop It Limited Larch House Parklands Business Park Denmead, Hampshire PO7 6XP United King |
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| September 8, 2022 |
SST / System1 Group Plc / Phillips Christopher Stephen - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* System1, Inc. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 87200P109 (CUSIP Number) Christopher Phillips c/o Just Develop It Limited Larch House Parklands Business Park Denmead, Hampshire PO7 6XP Unite |
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| September 1, 2022 |
Q3 2022Investor Presentation Disclaimer 1 Safe Harbor Disclaimer for Forward-Looking Statements This presentation has been prepared by management of System1, Inc. |
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| September 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 1, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Co |
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| August 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 30, 2022 System1, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39331 98-1531250 (State or other jurisdiction of incorporation or organization) (Comm |
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| August 30, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-262608 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated April 18, 2022) Up to 25,483,334 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 106,508,061 Shares of Common Stock Up to 8,424,034 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April |
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| August 30, 2022 |
Lock-Up Agreement, dated as of August 30, 2022, by and between System1, Inc. and Nicholas Baker. LOCK-UP AGREEMENT August 30, 2022 System1, Inc. 4235 Redwood Avenue Marina Del Rey, California 90066 To the addressees set forth above: This lock-up agreement (this ?Lock-Up Agreement?) is made and entered into by and between System1, Inc., a Delaware corporation (the ?Company?) (formerly known as Trebia Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domesticat |
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| August 30, 2022 |
LOCK-UP AGREEMENT August 30, 2022 System1, Inc. 4235 Redwood Avenue Marina Del Rey, California 90066 To the addressees set forth above: This lock-up agreement (this ?Lock-Up Agreement?) is made and entered into by and between System1, Inc., a Delaware corporation (the ?Company?) (formerly known as Trebia Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domesticat |
