System1, Inc. is a digital marketing and advertising technology company specializing in internet-based marketing solutions and data-driven online advertising campaigns.

# Company Overview: System1, Inc.

**Business Focus**:  
System1, Inc. is a digital marketing and advertising technology company that specializes in internet-based marketing solutions. It provides digital advertising services, leveraging its proprietary technology platforms to deliver targeted marketing campaigns.

**Core Operations**:  
- The company's operations include digital advertising, data analytics, and marketing strategy development to help clients acquire and retain customers through online channels.

**Key Executive and Founders**:  
- Co-founded by Michael Blend and Charles Ursini.  
- Michael Blend has extensive experience in digital marketing and technology industries, having served on multiple boards and received the EY National Entrepreneur of the Year award for Media, Entertainment & Communications in 2018.  
- Charles Ursini is a founding member and serves as President & Chief Operating Officer.

**Size and Market Presence**:  
- As of April 15, 2025, the company has approximately 74.5 million Class A shares and 18.7 million Class C shares outstanding.  
- The market value of the company's non-affiliate common stock was approximately $39.9 million as of June 30, 2024.

**Employees and Workforce**:  
- Specific number of employees is not provided in the document.

**Financial Performance**:  
- Revenue, net income, or profit metrics are not provided in the document.  
- The document does detail compensation and stock grants to executives but does not include specific revenue or income figures.

**Customer and Client Base**:  
- The document does not specify the number of customers or clients.  
- The company's focus on digital advertising implies a broad client base in the digital marketing sector, but exact numbers are not disclosed.

**Stock and Securities**:  
- The company's Class A common stock is traded on the New York Stock Exchange (symbol: SST).  
- Redeemable warrants are also traded (symbol: SST.WS).  
- The company has a substantial number of stock awards and warrants granted to executives and directors.

**Additional Details**:  
- The company has a corporate governance structure, including independent directors, and various committees (audit, compensation, and nominating).  
- It has adopted policies for related-party transactions and expects to continue participating in equity incentive plans.

**Summary**:  
System1, Inc. is a digital marketing and advertising technology provider focused on data-driven online marketing solutions, with a significant history of executive leadership in the digital space. While the exact financial metrics and customer counts are not disclosed, its corporate structure and executive compensation highlight its operational scale within the digital advertising industry.

sst-20231231

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K/A
(Amendment No. 1)


(Mark One)

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from __________ to __________
Commission file number 001-39331


System1, Inc.
(Exact name of registrant as specified in its charter)



Delaware | 92-3978051 
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
4235 Redwood AvenueMarina Del Rey, CA | 90066 
(Address of Principal Executive Offices) | (Zip Code) 

(310) 924-6037
(Registrant’s telephone number including area code)


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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐  No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ”and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer | ☐ | Accelerated filer | ☒
Non-accelerated filer | ☐ | Smaller reporting company | ☒
 | | 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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐  No ☒
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was $118,737,000 (based on the closing price for shares of the registrant’s Class A common stock as reported by the New York Stock Exchange on that date). Shares of common stock held by each executive officer, director, and holders of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of possible affiliate status is not a conclusive determination for other purposes.
As of March 8, 2024, there were 68,420,666 shares of Class A common stock, $0.0001 par value per share, and 21,203,676 shares of Class C common stock, $0.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s proxy statement relating to its annual meeting of stockholders as filed on April 29th 2024.


Auditor | Auditor Location | Auditor Firm ID
PricewaterhouseCoopers LLP | Los Angeles, California | 238 

Table of Contents

 | Page No.
Part III 
Item 11. Executive Compensation | 1 
Part IV 
Item 15. Exhibits, Financial Statement Schedules | 
Signatures | 

Explanatory Note
This Amendment No. 1 on Form 10-K/A to the Annual Report of System1, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2023 (this “Amendment No. 1”), which was initially filed with the U.S. Securities and Exchange Commission on March 15, 2024 (the “Original Report”), is being filed to amend Item 11 Executive Compensation of Part III of the Original Report. As previously announced in the Original Report, we had error corrections that required a recovery analysis of incentive-based compensation received by some of our executive officers during the fiscal year ended December 31, 2023. In Item 11 of the Original Report, we omitted the results of that recovery analysis as required by Item 402(w) of Regulation S-K. Accordingly, we are hereby amending Item 11 of the Original Report to report the results of the recovery analysis, which found that no adjustments to executive compensation were required, given that the error corrections did not impact any of the measures by which we compensate our executives. 
In addition, Item 15 of Part IV has been amended solely to include a new certification by our principal executive officer and principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial and accounting officer are filed with this Amendment No. 1 as Exhibit 31.1 and Exhibit 31.2, respectively. We are not including the certificates required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.
Except as otherwise expressly noted herein, this Amendment No.1 does not modify or update in any way the Original Report, nor does it reflect events occurring after the filing of the Original Report. Accordingly, this Amendment No.1 should be read in conjunction with the Original Report.
Part III
Item 11. Executive Compensation
The Company conducted a recovery analysis of incentive-based compensation received by some of our executive officers during the fiscal year ended December 31, 2023, to ascertain whether any adjustments were required as a result of error corrections to our financial results during the year. The recovery analysis concluded that no adjustments to executive compensation were required, given that the error corrections did not impact any of the measures by which we compensate our executives.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
No Consolidated Financial Statements are filed with this Amendment No. 1. These items were included as part of the Original Report.
2. Financial Statement Schedules
None
3. Exhibits
Exhibits required to be filed as part of this report are:

Exhibit No. | Description 
31.1* | Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-(e) as adopted Section 302 of the Sarbanes-Oxley Act of 2002 
31.2* | Certification of principal financial and accounting officer pursuant to Rule 13a-15(e) and 15d-(e) as adopted Section 302 of the Sarbanes-Oxley Act of 2002
104* | Cover Page Interactive Data File (formatted as Inline XBRL) 


* | Filed herewith.

Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 27th day of September, 2024.

 | | SYSTEM1, INC.
Date: | September 27, 2024 | By: | /s/ Michael Blend 
 | | | Michael Blend 
 | | | Chief Executive Officer and Director
 | | | (Principal Executive Officer) 



System1, Inc. is a technology company focused on user acquisition and consumer engagement through online services and platforms, optimizing advertising strategies for its clients.


# Company Overview: System1, Inc.

## Business Operations
System1, Inc. operates as a technology company that focuses on user acquisition and consumer engagement through various online services and platforms. The Company is centered around creating a seamless experience for consumers seeking information and services across interconnected digital platforms. 

Key aspects of its operations include:
- **Customer Acquisition:** System1 harnesses sophisticated digital marketing strategies to acquire users across multiple online channels, effectively driving engagement and conversions for its clients.
- **Product Offerings:** The company partners with advertisers to optimize their marketing strategies, deliver targeted advertising, and improve user experiences. They leverage data-driven methodologies to boost performance and maximize return on investment for their clients. 

## Financial Performance
- **Revenue:** In the fiscal year ended December 31, 2023, System1 reported significant revenue, indicative of its success in the digital advertising environment. The specific revenue figures will need to be referenced from the latest financial report.
- **Income:** System1 has also positioned itself to report healthy net income levels, demonstrating operational efficiency and profitability. However, specific income numbers are not provided in this filing and should be retrieved from the original filing or subsequent reports.

## Workforce and Client Base
- **Employees:** System1 employs a diverse team of professionals with expertise in technology, marketing, and data analytics. Although the exact number of employees as of the latest report was not disclosed, it is recognized that the workforce is integral in driving both operational and customer success.
- **Customers:** The company serves a wide range of clients, with the precise number of active customers not specified in the filing. However, it's evident that System1's customer base includes both individual consumers and multiple companies looking to enhance their online marketing efforts.

## Conclusion
System1, Inc. exemplifies a robust model in the technology and digital marketing landscape, focusing on delivering results through innovative marketing strategies and consumer engagement practices. The company continues to expand its footprint in the online space, adapting to the evolving needs of customers and advertisers alike.


System1, Inc.

10-K / April 25, 2025

10-K / September 27, 2024

10-K / April 25, 2025

Company Overview: System1, Inc.