System1 Faces Delisting Notice

TL;DR

System1 got a delisting notice, might be in trouble.

AI Summary

System1, Inc. filed an 8-K on January 10, 2025, reporting a notice of delisting or failure to satisfy continued listing rules, a Regulation FD disclosure, and financial statements. The company, formerly Trebia Acquisition Corp., is based in Marina Del Rey, California, and its fiscal year ends on December 31st.

Why It Matters

This filing indicates potential issues with System1, Inc.'s compliance with stock exchange listing requirements, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a significant negative event that can lead to severe consequences for a company's stock.

Key Players & Entities

• System1, Inc. (company) — Registrant
• Trebia Acquisition Corp. (company) — Former company name
• January 6, 2025 (date) — Earliest event reported date
• January 10, 2025 (date) — Date of report
• 4235 Redwood Avenue (location) — Principal executive offices address
• Marina Del Rey (location) — City of principal executive offices
• California (location) — State of principal executive offices
• 90066 (location) — Zip code of principal executive offices

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
• $1.00 — tock ("the Common Stock") was less than $1.00 over a consecutive 30 trading-day perio

Filing Documents

• sst-20250106.htm (8-K) — 33KB
• ex991pressreleaseofsystem1.htm (EX-99.1) — 6KB
• system1logobmpa.jpg (GRAPHIC) — 5KB
• 0001628280-25-001158.txt ( ) — 214KB
• sst-20250106.xsd (EX-101.SCH) — 3KB
• sst-20250106_def.xml (EX-101.DEF) — 16KB
• sst-20250106_lab.xml (EX-101.LAB) — 28KB
• sst-20250106_pre.xml (EX-101.PRE) — 16KB
• sst-20250106_htm.xml (XML) — 4KB

01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2025 System1, Inc. (the "Company") was notified by the New York Stock Exchange (the "NYSE") that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Class A Common Stock ("the Common Stock") was less than $1.00 over a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company's Common Stock from the NYSE. The Company plans to notify the NYSE by January 21, 2025 that it intends to cure the average closing stock price deficiency and to return to compliance with the NYSE's continued listing standards. The Company can regain compliance at any time within the six-month period following receipt of the NYSE's non-compliance notice if, on the last trading day of any calendar month during the cure period, the Company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to consider all available alternatives to cure the stock price non-compliance. Under the NYSE's listing rules, the price condition will be deemed cured if the price promptly exceeds $1.00 per share and the price remains above that level for at least the following 30 consecutive trading days. The Company's Common Stock will continue to be listed and trade on the NYSE during this period, subject to the Company's ongoing compliance with the NYSE's other continued listing standards.

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure As required by Section 802.01C of the NYSE Listed Company Manual, the Company issued a press release on January 10, 2025, announcing that it had received the notice of noncompliance with the NYSE's continued listing standard. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press Release of System1 Inc. dated January 10, 2025 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: January 10, 2025 By: /s/ Tridivesh Kidambi Name: Tridivesh Kidambi Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR