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April 5, 2024
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2024
File No. 333-262608
Dear Michael Blend:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed March 29, 2023
General
1.Your registration statement was initially declared effective April 18, 2022 with audited
financial statements through the fiscal year ended December 31, 2021. Please advise as to
whether any sales have been made after May 1, 2023 under this registration statement.

 FirstName LastNameMichael Blend
 Comapany NameSystem1, Inc.
 April 5, 2024 Page 2
 FirstName LastName
Michael Blend
System1, Inc.
April 5, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steven Stokdyk