System1 Registers Class A Stock, Warrants on NYSE

TL;DR

**System1 just confirmed its stock and warrants are officially listed on the NYSE, making them fully tradable.**

AI Summary

System1, Inc. filed an 8-K on January 3, 2024, to register its Class A Common Stock, with a par value of $0.0001 per share, and its Redeemable Warrants, exercisable at $11.50 per share, on the New York Stock Exchange under the trading symbols SST and SST.WS, respectively. This filing is a standard procedure to ensure their securities are properly listed and traded, which matters to investors as it confirms the company's compliance with exchange rules and provides liquidity for their shares and warrants.

Why It Matters

This filing confirms System1's compliance with NYSE listing requirements, ensuring its Class A Common Stock (SST) and Redeemable Warrants (SST.WS) can be publicly traded, which is crucial for investor liquidity and market access.

Risk Assessment

Risk Level: low — This 8-K filing is a routine administrative update regarding the registration of securities and does not introduce new financial or operational risks.

Analyst Insight

A smart investor would recognize this as a routine compliance filing, confirming the tradability of System1's securities. It doesn't signal a change in the company's fundamentals but reinforces its market presence. Investors should continue to monitor operational performance and financial results for substantive insights.

Key Numbers

• $0.0001 — Par value per share (for Class A Common Stock)
• $11.50 — Exercise price per share (for Redeemable Warrants)

Key Players & Entities

• System1, Inc. (company) — the registrant filing the 8-K
• New York Stock Exchange (company) — the exchange where securities are registered
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock
• $11.50 (dollar_amount) — exercise price per share for redeemable warrants

Forward-Looking Statements

• System1, Inc. will continue to maintain its listing on the New York Stock Exchange. (System1, Inc.) — high confidence, target: 2025-01-03

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share SST New York Stock
• $11.50 — mon Stock share at an exercise price of $11.50 per share SST.WS New York Stock Exchang
• $79.4 million — (the "Tender Offer") to purchase up to $79.4 million (depending upon the auction clearing pr

Filing Documents

• sst-20240103.htm (8-K) — 36KB
• 0001805833-24-000004.txt ( ) — 204KB
• sst-20240103.xsd (EX-101.SCH) — 3KB
• sst-20240103_def.xml (EX-101.DEF) — 16KB
• sst-20240103_lab.xml (EX-101.LAB) — 31KB
• sst-20240103_pre.xml (EX-101.PRE) — 16KB
• sst-20240103_htm.xml (XML) — 4KB

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure. On January 3, 2024, System1, Inc., together with its subsidiaries Orchid Merger Sub II, LLC and S1 Holdco, LLC (together, "the Company"), announced the commencement of a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $79.4 million (depending upon the auction clearing prices in the Tender Offer) of the outstanding term loans under its Credit and Guaranty Agreement, dated January 27, 2022, with Bank of America, N.A. as Administrative Agent, Swing-Line Lender and L/C Issuer and Bank of America, N.A. as Lead Arranger and Bookrunner (the "Credit Agreement") at a discount in the range of 63% to 70% of par. The Tender Offer is being conducted pursuant to and in accordance with the terms and conditions provided for in the Credit Agreement. In connection with the Tender Offer, the Company provided the lenders with certain information regarding the terms of the Tender Offer in accordance with the terms and conditions of the Credit Agreement. Nothing in this Current Report on Form 8-K is deemed to be an offer. The Tender Offer is not conditioned upon any minimum amount of term loans being tendered for purchase, and is not subject to a financing condition. The Tender Offer is scheduled to expire at 5:00 pm, New York City time, January 9, 2024, unless extended or terminated. The Company is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. System1, Inc. Date: January 3, 2024 By: /s/ Tridivesh Kidambi Name: Tridivesh Kidambi Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR