SEC Comment Letter 0000000000-22-013049 to System1, Inc. (SST)
System1, Inc.
Date: Dec. 2, 2022 · CIK: 0001805833 · Accession: 0000000000-22-013049
AI Filing Summary & Sentiment
File numbers found in text: 001-39331
Letter
United States securities and exchange commission logo December 2, 2022 Tridivesh Kidambi Chief Financial Officer System1, Inc. 4235 Redwood Avenue Marina Del Rey, CA 90066 Re:System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 Form 8-K dated May 12, 2022 Response dated September 23, 2022 File No. 001-39331 Dear Tridivesh Kidambi: We have reviewed your September 23, 2022 response to our comment letter and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 14, 2022 letter. Correspondence dated September 23, 2022 General 1.We have reviewed your response to prior comment 3. We continue to believe that the adjustment to add back "One-time Ad Credit Impact" to arrive at Adjusted Gross Profit is inconsistent with the guidance in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, as issuing ad credits appears to be part of your ordinary course of business. Please revise your presentation accordingly. You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
FirstName LastNameTridivesh Kidambi Comapany NameSystem1, Inc. December 2, 2022 Page 2 FirstName LastName Tridivesh Kidambi System1, Inc. December 2, 2022 Page 2 comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
December 2, 2022
Tridivesh Kidambi
Chief Financial Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 8-K dated May 12, 2022
Response dated September 23, 2022
File No. 001-39331
Dear Tridivesh Kidambi:
We have reviewed your September 23, 2022 response to our comment letter and have the
following comment. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
September 14, 2022 letter.
Correspondence dated September 23, 2022
General
1.We have reviewed your response to prior comment 3. We continue to believe that the
adjustment to add back "One-time Ad Credit Impact" to arrive at Adjusted Gross Profit is
inconsistent with the guidance in Question 100.01 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures, as issuing ad credits appears to be part
of your ordinary course of business. Please revise your presentation accordingly.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
FirstName LastNameTridivesh Kidambi
Comapany NameSystem1, Inc.
December 2, 2022 Page 2
FirstName LastName
Tridivesh Kidambi
System1, Inc.
December 2, 2022
Page 2
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology