Lone Star Friends Trust Amends System1 Stake

Ticker: SSTPW · Form: SC 13D/A · Filed: Jun 26, 2024 · CIK: 1805833

System1, Inc. SC 13D/A Filing Summary
FieldDetail
CompanySystem1, Inc. (SSTPW)
Form TypeSC 13D/A
Filed DateJun 26, 2024
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$0.0001, $1.50
Sentimentneutral

Sentiment: neutral

Topics: schedule-13d, amendment, beneficial-ownership

Related Tickers: SST

TL;DR

Lone Star Friends Trust updated its System1 stake filing. Watch for potential moves.

AI Summary

Lone Star Friends Trust, formerly Trebia Acquisition Corp., has filed an amendment (No. 3) to its Schedule 13D concerning System1, Inc. The filing, dated June 17, 2024, indicates a change in beneficial ownership. Lone Star Friends Trust is located at 2301 Broadway Street, San Antonio, TX.

Why It Matters

This filing signals a potential shift in control or significant influence over System1, Inc. by Lone Star Friends Trust, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

  • Lone Star Friends Trust (company) — Filing entity
  • System1, Inc. (company) — Subject company
  • Stanley Blend (person) — Authorized contact for notices
  • Trebia Acquisition Corp. (company) — Former name of System1, Inc.

FAQ

What is the specific nature of the amendment filed by Lone Star Friends Trust?

The filing is an amendment (No. 3) to Schedule 13D, indicating a change in beneficial ownership of System1, Inc. securities.

When was the event requiring this filing?

The date of the event which requires filing of this statement is June 17, 2024.

What was System1, Inc. formerly known as?

System1, Inc. was formerly known as Trebia Acquisition Corp., with a date of name change on March 6, 2020.

Who is authorized to receive notices for this filing?

Stanley Blend, c/o Lone Star Friends Trust, 14122 Bluff Manor Drive, San Antonio, TX 78216, is authorized to receive notices and communications.

What is the business address of System1, Inc.?

The business address of System1, Inc. is 4235 Redwood Avenue, Marina Del Rey, CA 90066.

Filing Stats: 2,531 words · 10 min read · ~8 pages · Grade level 10 · Accepted 2024-06-26 11:13:59

Key Financial Figures

  • $0.0001 — ssuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securitie
  • $1.50 — are listed, at an agreed upon price of $1.50 per share (the " Stock Purchase "). In

Filing Documents

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby supplemented by the following

Item 3 of the Schedule 13D is hereby supplemented by the following On June 17, 2024, the Reporting Person, a trust established for the benefit of Mr. Michael Blend, the Company's Co-Founder, CEO and Chairman of the Board of Directors, sold 4,775,000 shares of Class A Common Stock to CEE Holdings Trust (the " LSFT Shares "), a trust established for the benefit of Mr. Charles Ursini, the Company's Co-Founder, PresidentCOO and a member of the Board of Directors, in a privately negotiated arm's length transaction, that was not conducted through the exchange on which the Issuer's publicly traded securities are listed, at an agreed upon price of $1.50 per share (the " Stock Purchase "). In connection with the Stock Purchase, the parties entered into a Stock Purchase Agreement, Secured Promissory Note and Stock Pledge and Security Agreement dated June 17, 2024 (the " Sale Documents ") and an Option Letter dated June 17, 2024. Pursuant to the terms of the Sale Documents, (i) the CEE Holdings Trust paid for the purchase price by issuing a secured promissory note to the Reporting Person in the amount of the purchase price for the LSFT Shares, which promissory note is secured by such shares, and (ii) provided the Reporting Person the option to repurchase the LSFT Shares for a period of four (4) years following the purchase date for the lesser of (x) the then applicable fair market value of the LSFT Shares and (y) $1.50 per share, (the " Option ") in the event that (a) CEE Holdings Trust breaches its obligations under any of the Sale Documents, (b) Mr. Ursini becomes incapacitated, or (c) Mr. Ursini resigns from full-time employment with the Issuer. The Option lapses as to 14 of the LSFT Shares subject to the Option in four equal annual installments commencing June 17, 2025.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows (a) See responses to Item 13 on the cover pages of this filing, which are incorporated herein by reference. Stanley Blend beneficially owns directly or indirectly in the aggregate 11,558,471 shares of Class A Common Stock, representing 14.9% beneficial ownership percentage of Class A Common Stock, and Lone Star directly beneficially owns 8,825,318 shares of Class A Common Stock, representing 11.6% beneficial ownership percentage of Class A Common Stock. Mr. Blend disclaims beneficial ownership in these shares except to the extent of any pecuniary interest therein (if any). Calculations of the percentage of the shares of Common Stock beneficially owned are based on 69,263,518 shares of Class A Common Stock outstanding as of June 17, 2024, as provided to us by the Issuer, plus as to Stanley Blend, 8,477,861 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer) collectively held by the Blend Trusts, and as to Lone Star, 6,975,103 Class B Units of S1 Holdco (and the corresponding same number of shares of Class C Common Stock of the Issuer). (b) Stanley Blend has sole voting and dispositive control of the 11,558,471 shares reported herein, but disclaims beneficial ownership in these shares except to the extent of any pecuniary interest therein (if any). (c) Except as described in Item 3, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D. (d) No other person is known to have the right to receive (other than trust beneficiaries) or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Class A Common Stock beneficially owned by any of the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in Item 3 above is incorporated herein. LSFT Stock Purchase Agreement On June 17, 2024, the Reporting Person and CEE Holdings Trust entered into a Stock Purchase Agreement (the " LSFT Stock Purchase Agreement "), pursuant to which the Reporting Person agreed to sell the LSFT Shares to CEE Holdings Trust for $1.50 per share as described in Item 3 above. The foregoing description of the LSFT Stock Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the LSFT Stock Purchase Agreement, a copy of which is s attached hereto as Exhibit 1 and is incorporated herein by reference. LSFT Stock Pledge and Security Agreement and Promissory Note On June 17, 2024, the Reporting Person and CEE Holdings Trust entered into a Stock Pledge and Security Agreement and Promissory Note (the " LSFT Pledge Agreement and Promissory Note "), pursuant to which the Reporting Person received a secured promissory note from CEE Holdings Trust in the amount of the purchase price for the LSFT Shares, which promissory note is secured by the LSFT Shares. The foregoing description of the LSFT Pledge Agreement and Promissory Note does not purport to be complete and is qualified in its entirety by reference to the LSFT Pledge Agreement and Promissory Note, a copy of which is s attached hereto as Exhibit 2 and is incorporated herein by reference. Lone Star Option Letter Agreement On June 17, 2024, the Reporting Person and CEE Holdings Trust entered into an Option Letter Agreement (the " LSFT Option Letter Agreement "), pursuant to which CEE Holdings Trust granted the Reporting Person the option to repurchase the LSFT Shares as described in Item 3 above. The foregoing description of the LSFT Option Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the LSFT Option L

Exhibits

Item 7. Exhibits 1. Stock Purchase Agreement, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust. 2. Stock Pledge and Security Agreement and Promissory Note, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust (included in Exhibit 1 ). 3. Option Letter Agreement, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust. 4. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated June 25, 2024 LONE STAR FRIENDS TRUST By s Stanley Blend Name Stanley Blend Title Trustee STANLEY BLEND s Stanley Blend ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). Exhibit(s) 1. Stock Purchase Agreement, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust. 2. Stock Pledge and Security Agreement and Promissory Note, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust (included in Exhibit 1). 3. Option Letter Agreement, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust. 4. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

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