System1 Files 2023 Annual Report Amendment

TL;DR

System1 filed its 2023 10-K amendment. Check for updates.

AI Summary

System1, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The filing, dated September 27, 2024, provides updated information regarding the company's operations and financial status. System1, formerly Trebia Acquisition Corp., is incorporated in Delaware and headquartered in Marina Del Rey, California.

Why It Matters

This amendment provides updated financial and operational disclosures for System1, Inc. for the 2023 fiscal year, which is crucial for investors to assess the company's performance and outlook.

Risk Assessment

Risk Level: medium — Amendments to annual reports can indicate that initial filings contained errors or omissions, requiring further scrutiny by investors.

Key Numbers

• 001-39331 — SEC File Number (Identifies the company's filing history with the SEC.)
• 92-3978051 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• System1, Inc. (company) — Registrant
• Trebia Acquisition Corp. (company) — Former company name
• 4235 Redwood Avenue, Marina Del Rey, CA 90066 (location) — Company address
• December 31, 2023 (date) — Fiscal year end
• September 27, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share SST The New York Stock Exchan
• $11.50 — A common stock at an exercise price of $11.50 per share SST.WS The New York Stock Exc

Filing Documents

• sst-20231231.htm (10-K/A) — 57KB
• exhibit311sox302certificat.htm (EX-31.1) — 9KB
• exhibit312sox302certificat.htm (EX-31.2) — 10KB
• sst-20231231_g1.jpg (GRAPHIC) — 17KB
• 0001628280-24-041475.txt ( ) — 395KB
• sst-20231231.xsd (EX-101.SCH) — 3KB
• sst-20231231_def.xml (EX-101.DEF) — 23KB
• sst-20231231_lab.xml (EX-101.LAB) — 45KB
• sst-20231231_pre.xml (EX-101.PRE) — 26KB
• sst-20231231_htm.xml (XML) — 8KB

Executive Compensation

Item 11. Executive Compensation 1 Part IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 1

Signatures

Signatures 2 Explanatory Note This Amendment No. 1 on Form 10-K/A to the Annual Report of System1, Inc. (the "Company") on Form 10-K for the year ended December 31, 2023 (this "Amendment No. 1"), which was initially filed with the U.S. Securities and Exchange Commission on March 15, 2024 (the "Original Report"), is being filed to amend Item 11 Executive Compensation of Part III of the Original Report. As previously announced in the Original Report, we had error corrections that required a recovery analysis of incentive-based compensation received by some of our executive officers during the fiscal year ended December 31, 2023. In Item 11 of the Original Report, we omitted the results of that recovery analysis as required by Item 402(w) of Regulation S-K. Accordingly, we are hereby amending Item 11 of the Original Report to report the results of the recovery analysis, which found that no adjustments to executive compensation were required, given that the error corrections did not impact any of the measures by which we compensate our executives. In addition, Item 15 of Part IV has been amended solely to include a new certification by our principal executive officer and principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial and accounting officer are filed with this Amendment No. 1 as Exhibit 31.1 and Exhibit 31.2, respectively. We are not including the certificates required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1. Except as otherwise expressly noted herein, this Amendment No.1 does not modify or update in any way the Original Report, nor does it reflect events occurring after the filing of the Original Report. Accordingly, this Amendment No.1 should be read in conjunction with the Original Report. Part III

Executive Compensation

Item 11. Executive Compensation The Company conducted a recovery analysis of incentive-based compensation received by some of our executive officers during the fiscal year ended December 31, 2023, to ascertain whether any adjustments were required as a result of error corrections to our financial results during the year. The recovery analysis concluded that no adjustments to executive compensation were required, given that the error corrections did not impact any of the measures by which we compensate our executives. Part IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules (a) We have filed the following documents as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements No Consolidated Financial Statements are filed with this Amendment No. 1. These items were included as part of the Original Report. 2. Financial Statement Schedules None 3. Exhibits Exhibits required to be filed as part of this report are: Exhibit No. Description 31.1 * Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-(e) as adopted Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of principal financial and accounting officer pursuant to Rule 13a-15(e) and 15d-(e) as adopted Section 302 of the Sarbanes-Oxley Act of 2002 104* Cover Page Interactive Data File (formatted as Inline XBRL) * Filed herewith. 1

Signatures

Signatures Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 27th day of September, 2024. SYSTEM1, INC. Date: September 27, 2024 By: /s/ Michael Blend Michael Blend Chief Executive Officer and Director (Principal Executive Officer) 2

View Full Filing

View this 10-K/A filing on SEC EDGAR