System1 Acquired by MediaNews Group

TL;DR

System1 is getting bought by MediaNews Group, deal expected Q3 2024.

AI Summary

System1, Inc. announced on June 4, 2024, that it has entered into a definitive agreement to be acquired by MediaNews Group, Inc. The transaction is expected to close in the third quarter of 2024. This acquisition will combine System1's AI-powered customer acquisition platform with MediaNews Group's extensive media assets.

Why It Matters

This acquisition signifies a consolidation in the digital advertising and media space, potentially impacting how customer acquisition is managed and monetized across a larger network of media properties.

Risk Assessment

Risk Level: medium — Acquisition news can introduce volatility as market participants assess the deal terms and future integration success.

Key Players & Entities

• System1, Inc. (company) — Registrant
• MediaNews Group, Inc. (company) — Acquiring entity
• June 4, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

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

Filing Documents

• sst-20240604.htm (8-K) — 44KB
• exhibit161letterofpricewat.htm (EX-16.1) — 2KB
• 0001628280-24-027258.txt ( ) — 216KB
• sst-20240604.xsd (EX-101.SCH) — 3KB
• sst-20240604_def.xml (EX-101.DEF) — 16KB
• sst-20240604_lab.xml (EX-101.LAB) — 28KB
• sst-20240604_pre.xml (EX-101.PRE) — 16KB
• sst-20240604_htm.xml (XML) — 4KB

01 Changes in Registrant's Certifying Accountant

Item 4.01 Changes in Registrant's Certifying Accountant. On June 4, 2024, the Audit Committee of the Board of Directors (the "Board") of System1, Inc. (the "Company") approved management's recommendation to appoint Deloitte & Touche LLP ("D&T") as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024, and to dismiss PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm, effective immediately. The report of PwC on the Company's financial statements as of December 31, 2023 and for the year ended December 31, 2023 and the period from January 27, 2022 to December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles. The report of PwC on the S1 Holdco, LLC's (the Company's predecessor entity) financial statements for the period from January 1, 2022 through January 26, 2022 ("Predecessor period"), did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that it contained an explanatory paragraph expressing substantial doubt about the ability of the Company to continue as a going concern. During the fiscal years ended December 31, 2022 and December 31, 2023, and the subsequent interim period through June 4, 2024, there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in its report on the Company's financial statements for such period. During the fiscal years ended December 31, 2022 and December 31, 2023, and the subseque

01 Other Information

Item 8.01 Other Information As a result of the change in the Company's independent registered public accounting firm as described in Item 4.01 above, at the Company's Annual Meeting of Stockholders to be held on June 11, 2024 (the "2024 Annual Meeting"), the Company intends to withdraw Proposal 2 from the meeting agenda. Proposal 2 requests that the stockholders of the Company ratify the appointment of PwC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. The Company does not intend to submit any other proposal for ratification with respect to the appointment of auditors at the 2024 Annual Meeting. In conjunction with the Annual Meeting of Stockholders to be held in 2025, the Company intends to ask stockholders to ratify the appointment of D&T as the Company's independent registered public accounting firm to audit the Company's financial statements for the year ending December 31, 2025.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 16.1 Letter of PricewaterhouseCoopers LLP dated June 7, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 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: June 7, 2024 By: /s/ Tridivesh D. Kidambi Name: Tridivesh D. Kidambi Title: Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR