System1, Inc. — Regulatory Filings 2023

Sep 5, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 6, 2023

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39331	92-3978051
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
4235 Redwood Avenue Marina Del Rey , California		90066
(Address of principal executive offices)		(Zip Code)

( 310 ) 924-6037

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	SST	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A Common Stock share at an exercise price of $11.50 per share	SST.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosures.

Non-Binding Indication of Interest

On September 6, 2023, System, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it had received a non-binding indication of intent (the “IOI”) from Just Develop It Limited (“JDI”) regarding a potential acquisition of Total Security Limited (“Total Security”), the Company’s subscription offering. The offer provided for in the IOI consists of $240.0 million in cash, the assumption or cancellation of certain potential earnout payments in respect of Total Security and the repurchase or redemption of approximately 29 million shares of the Company’s Class A common stock held by JDI and certain of its related parties.

The Press Release also announced that a special committee of the Company’s board of directors has been formed to evaluate the offer set forth in the IOI, and the special committee together with its legal and financial advisors will evaluate the offer as well as consider alternative transactions. There can be no assurances that the transaction described in the IOI, or any other transaction, will be completed or, if so, as to the timing, price and other terms and conditions of any such transaction.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 6, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. — By:	/s/ Daniel J. Weinrot
Name:	Daniel J. Weinrot
Title:	General Counsel & Corporate Secretary