Current Report Filing (8-k)
16 February 2022 - 8:13AM
Edgar (US Regulatory)
false 0001805833 0001805833 2022-02-15 2022-02-15 0001805833 sst:ClassACommonStock0.0001ParValuePerShareMember 2022-02-15 2022-02-15 0001805833 sst:RedeemableWarrantsEachWholeWarrantExercisableForOneClassACommonStockShareAtAnExercisePriceOf11.50PerShareMember 2022-02-15 2022-02-15
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): February 15, 2022
System1, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39331
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98-1531250
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4235 Redwood Avenue
Marina Del Rey, California
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90066
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(Address of principal executive offices)
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(Zip Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common stock, $0.0001 par value per share
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SST
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A common stock share at an exercise price of $11.50 per share
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SST.WS
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New York Stock Exchange
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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 2.02 Results of Operations and Financial Condition
System1, Inc. (the “Company”) distributed certain supplemental financial information for the quarter ended March 31, 2020 through the quarter ended September 30, 2021. The Company posted the supplemental financial information on its website located at www.system1.com. The supplemental financial information is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit 99.1 attached hereto, 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 of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
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System1, Inc.
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Date: February 15, 2022
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By:
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/s/ Tridivesh Kidambi
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Name:
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Tridivesh Kidambi
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Title:
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Chief Financial Officer
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