System1, Inc. SC 13D Filing

Ticker: SSTPW · Form: SC 13D · Filed: Jun 21, 2024 · CIK: 1805833

System1, Inc. SC 13D Filing Summary
FieldDetail
CompanySystem1, Inc. (SSTPW)
Form TypeSC 13D
Filed DateJun 21, 2024
Pages10
Reading Time12 min
Key Dollar Amounts$0.0001, $1.50, $1.44 M, $1.43 M, $1.45 M
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a SC 13D filing submitted by System1, Inc. (ticker: SSTPW) to the SEC on Jun 21, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $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); $1.44 M (hted Average Price May 21, 2024 21,423 $1.44 May 22, 2024 17,389 $1.44 May 23, 2024 3); $1.43 M (2024 32,061 $1.44 May 24, 2024 19,399 $1.43 May 28, 2024 40,238 $1.43 May 29, 2024 2); $1.45 M (2024 40,238 $1.43 May 29, 2024 25,179 $1.45 May 30, 2024 40,238 $1.39 May 31, 2024 4).

How long is this filing?

System1, Inc.'s SC 13D filing is 10 pages with approximately 2,935 words. Estimated reading time is 12 minutes.

Where can I view the full SC 13D filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 2,935 words · 12 min read · ~10 pages · Grade level 11.7 · Accepted 2024-06-21 20:50:50

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
  • $1.44 M — hted Average Price May 21, 2024 21,423 $1.44 May 22, 2024 17,389 $1.44 May 23, 2024 3
  • $1.43 M — 2024 32,061 $1.44 May 24, 2024 19,399 $1.43 May 28, 2024 40,238 $1.43 May 29, 2024 2
  • $1.45 M — 2024 40,238 $1.43 May 29, 2024 25,179 $1.45 May 30, 2024 40,238 $1.39 May 31, 2024 4
  • $1.39 M — 2024 25,179 $1.45 May 30, 2024 40,238 $1.39 May 31, 2024 40,283 $1.34 June 3, 2024 4
  • $1.34 — 2024 40,238 $1.39 May 31, 2024 40,283 $1.34 June 3, 2024 44,395 $1.43 June 4, 202
  • $1.43 — 2024 40,283 $1.34 June 3, 2024 44,395 $1.43 June 4, 2024 44,395 $1.42 June 5, 202
  • $1.42 — 2024 44,395 $1.43 June 4, 2024 44,395 $1.42 June 5, 2024 44,395 $1.42 June 6, 202
  • $1.44 — 2024 44,395 $1.42 June 6, 2024 27,098 $1.44 June 7, 2024 20,404 $1.44 June 10, 20
  • $1.45 — 10, 2024 12,904 $1.43 June 14, 2024 17 $1.45 June 17, 2024 30,950 $1.44 Item 4. P

Filing Documents

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share of System1, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive office is located at 4235 Redwood Avenue, Marina Del Rey, CA 90066.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is filed by CEE Holdings Trust. (b) The principal business office of the Reporting Person is co Jackson Hole Trust Company, 185 W. Broadway, Suite 101, Jackson Hole, Wyoming 83001. (c) The Reporting Person is a trust for the benefit of Mr. Charles Ursini, the Company's Co-Founder, PresidentCOO and a member of the Board of Directors. The trustee of the Reporting Person is Jackson Hole Trust Company, a Wyoming corporation engaged in providing trust services to families. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person was organized under the laws of the state of Wyoming.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration On June 17, 2024, the Reporting Person, a trust established for the benefit of Mr. Charles Ursini, the Company's Co-Founder, PresidentCOO and a member of the Board of Directors, purchased (i) 4,775,000 shares of Class A Common Stock from The Lone Star Friends Trust (the " LSFT Shares "), a trust established for the benefit of Mr. Michael Blend, the Company's Co-Founder, CEO and Chairman of the Board of Directors, and (ii) 725,000 shares of Class A Common Stock directly from Mr. Blend (the " Blend Shares ", and, together with the LSFT Shares, collectively the " Purchased Stock "), in each, 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 those certain Purchase Agreements, Secured Promissory Notes and Stock Pledge and Security Agreements dated June 17, 2024 (the "Sale Documents") and Option Letters dated June 17, 20254. Pursuant to the terms of the Sale Documents, the Reporting Person (i) paid for the purchase price by issuing secured promissory notes to each of Lone Star Friends Trust ("LFST") and Mr. Michael Blend, in the amount of the purchase price for the LSFT Shares and the Blend Shares, respectively, which promissory notes are secured by such shares, and (ii) provided each of LFST and Mr. Blend the option to repurchase the LSFT Shares and the Blend Shares, respectively, for a period of four (4) years following the purchase date for the lesser of (x) the then applicable fair market value of the Purchased Stock and (y) $1.50 per share, (the "Option") in the event that (a) the Reporting Person 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 lap

Purpose of Transaction

Item 4. Purpose of Transaction The disclosure set forth in Item 3 is incorporated into this Item 4 by reference. The acquisitions of Issuer securities made by the Reporting Person as described in this Schedule 13D were for investment purposes. The Reporting Person intends to review its investments in the Issuer on a continuing basis and any actions the Reporting Person might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to an ongoing evaluation of the Issuer's business, financial condition, operations and prospects price levels of the Issuer's securities general market, money market, stock market, industry and economic conditions the relative attractiveness of alternative business and investment opportunities trust needs and other future developments. Depending on these factors, the Reporting Person may purchase additional securities of the Issuer from time to time, or may dispose of all or a portion of its securities of the Issuer, in open market or private transactions, at any time. The Reporting Person reserves the right to increase or decrease its holdings on such terms and at such times as it may decide. Other than as described above in Item 3 and this Item 4, Reporting Person does not have any plan or proposal relating to or that would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board (e) any material change in the present capitalization or dividend policy of the Issuer (f) any other material chan

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) See the cover page of this filing, which is incorporated herein by reference. (b) Jackson Hole Trust Company, as trustee of the Reporting Person, has the sole power to vote and dispose the securities reported herein. (b) Except as described in Item 3, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D. (c) 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 Person. (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 LFST entered into a Stock Purchase Agreement (the "LSFT Stock Purchase Agreement"), pursuant to which the Reporting Person agreed to purchase the LSFT Shares from LFST Star Friends 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 attached hereto as Exhibit 1 and is incorporated herein by reference. Blend Stock Purchase Agreement On June 17, 2024, the Reporting Person and Mr. Michael Blend entered into a Stock Purchase Agreement (the "Blend Stock Purchase Agreement"), pursuant to which the Reporting Person agreed to purchase the Blend Shares from Mr. Michael Blend for $1.50 per share as described in Item 3 above. The foregoing description of the Blend Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Blend Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. LSFT Stock Pledge and Security Agreement and Promissory Note On June 17, 2024, the Reporting Person and LFST entered into a Stock Pledge and Security Agreement and Promissory Note (the "LSFT Pledge Agreement and Promissory Note"), pursuant to which the Reporting Person issued a secured promissory note to LFST, 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 whic

Exhibits

Item 7. Exhibits 1. Stock Purchase Agreement, 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. 2. Stock Purchase Agreement, Stock Pledge and Security Agreement and Promissory Note, dated as of June 17, 2024, by and between Michael Blend and CEE Holding Trust. 3. Option Letter Agreement, dated as of June 17, 2024, by and between The Lone Star Friends Trust and CEE Holding Trust. 4. Option Letter Agreement, dated as of June 17, 2024, by and between Michael Blend and CEE Holding Trust. 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 21, 2024 CEE HOLDINGS TRUST By Jackson Hole Trust Company, Trustee By s Brittany Gale Name Brittany Gale Title Senior Trust Officer of Jackson Hole Trust Company

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