System1 Confirms NYSE Listing for Common Stock & Warrants

TL;DR

**System1's stock and warrants are officially listed on the NYSE under SST and SST.WS, with warrants exercisable at $11.50.**

AI Summary

System1, Inc. filed an 8-K on January 17, 2024, primarily to register its Class A Common Stock, with a $0.0001 par value per share, and its redeemable warrants on the New York Stock Exchange under the trading symbols SST and SST.WS, respectively. Each whole warrant is exercisable for one Class A Common Stock share at an exercise price of $11.50. This filing is important for investors as it confirms the listing and trading details of the company's securities, providing clarity on how they can buy or sell shares and warrants.

Why It Matters

This filing confirms the official listing details for System1's stock and warrants on the NYSE, which is crucial for market transparency and investor access.

Risk Assessment

Risk Level: low — This 8-K is a routine administrative filing confirming listing details and does not introduce new financial risks.

Analyst Insight

A smart investor would note the confirmed listing details and exercise price for warrants, using this information to verify trading symbols and potential warrant conversion costs if considering these securities.

Key Numbers

• $0.0001 — Par Value per Share (The par value of System1's Class A Common Stock.)
• $11.50 — Warrant Exercise Price (The price at which each whole redeemable warrant can be exercised for one Class A Common Stock share.)

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
• January 17, 2024 (date) — date of earliest event reported and filing date

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
• $63.7 million — Company"), completed the repurchase of $63.7 million in principal amount of its outstanding
• $40.9 million — an") for an aggregate purchase price of $40.9 million pursuant to its previously announced mo
• $301.3 million — g principal amount of the Term Loan was $301.3 million. The Company used available cash to fun
• $22.8 million — ain on the repurchase was approximately $22.8 million before fees and expenses incurred by th

Filing Documents

• sst-20240117.htm (8-K) — 32KB
• 0001805833-24-000026.txt ( ) — 200KB
• sst-20240117.xsd (EX-101.SCH) — 3KB
• sst-20240117_def.xml (EX-101.DEF) — 16KB
• sst-20240117_lab.xml (EX-101.LAB) — 31KB
• sst-20240117_pre.xml (EX-101.PRE) — 16KB
• sst-20240117_htm.xml (XML) — 4KB

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure. On January 17, 2024, System1, Inc., together with its subsidiaries Orchid Merger Sub II, LLC and S1 Holdco, LLC (together, "the Company"), completed the repurchase of $63.7 million in principal amount of its outstanding senior secured term loan (the "Term Loan") for an aggregate purchase price of $40.9 million pursuant to its previously announced modified "Dutch auction" tender offer (the "Tender Offer") under its Credit and Guaranty Agreement, dated January 27, 2022 (the "Credit Agreement"), with RBC Capital Markets LLC, which served as the Auction Agent. The Tender Offer was conducted pursuant to and in accordance with the terms and conditions provided for in the Credit Agreement. Following the repurchase, the outstanding principal amount of the Term Loan was $301.3 million. The Company used available cash to fund the repurchase. The Company's estimated gain on the repurchase was approximately $22.8 million before fees and expenses incurred by the Company in connection with conducting the Tender Offer. 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 by specific reference in such a filing.

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 17, 2024 By: /s/ Tridivesh Kidambi Name: Tridivesh Kidambi Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR