Current Report Filing (8-k)
April 04 2022 - 9:01AM
Edgar (US Regulatory)
false 0001805833 0001805833 2022-04-04 2022-04-04 0001805833 us-gaap:CommonStockMember 2022-04-04 2022-04-04 0001805833 us-gaap:WarrantMember 2022-04-04 2022-04-04
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): April 4, 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 |
(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 |
| (Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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:
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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 |
| Class A Common Stock, $0.0001 par value per share |
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SST |
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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 |
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SST.WS |
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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 2.02. |
Results of Operations and Financial Condition. |
On April 4, 2022, System1, Inc. (the “Company”) issued a press release relating to financial results for the Company for the quarter and full-year ended December 31, 2021 and posted supplemental financial information on the Company’s website at https://ir.system1.com. A copy of the press release and supplemental financial information is furnished herewith as Exhibit 99.1.
The foregoing information (including the exhibit set forth in Item 9.01 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such 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: April 4, 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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