Correspondence 0001628280-24-046420 from System1, Inc. (SST)
System1, Inc.
Date: Nov. 7, 2024 · CIK: 0001805833 · Accession: 0001628280-24-046420
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39331
Referenced dates: November 4, 2024, September 20, 2024
Letter
VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Finance Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39331
Dear Messrs. Howes and Lopez:
This letter responds to the follow-up letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated November 4, 2024, addressed to Michael Blend, Chief Executive Officer of System1, Inc. (the “Company”), regarding the Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s corresponding response to the letter of the Staff, dated September 20, 2024.
For the convenience of the Staff, we first provide the comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to the Staff’s comment.
1.We note your response to prior comment 1 and amended Form 10-K. It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.
RESPONSE: The Company acknowledges that, in connection with filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Item 11. Executive Compensation) concurrently with the response letter to Staff’s correspondence from September 20, 2024, it inadvertently did not include the corresponding interactive data disclosure regarding its recovery analysis in an Interactive Data File, as required in accordance with Rule 4.05 of Regulation S-T and the EDGAR Filer Manual. The Company hereby confirms to the Staff that it will include such interactive data in any future filings where it conducts a corresponding recovery analysis regarding executive compensation.
Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.
***
Very truly yours,
System1, Inc.
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CORRESP 1 filename1.htm Document November 7, 2024 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, D.C. 20549 Attn: Tyler Howes James Lopez Re: System1, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39331 Dear Messrs. Howes and Lopez: This letter responds to the follow-up letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated November 4, 2024, addressed to Michael Blend, Chief Executive Officer of System1, Inc. (the “Company”), regarding the Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s corresponding response to the letter of the Staff, dated September 20, 2024. For the convenience of the Staff, we first provide the comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to the Staff’s comment. 1.We note your response to prior comment 1 and amended Form 10-K. It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data. RESPONSE: The Company acknowledges that, in connection with filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Item 11. Executive Compensation) concurrently with the response letter to Staff’s correspondence from September 20, 2024, it inadvertently did not include the corresponding interactive data disclosure regarding its recovery analysis in an Interactive Data File, as required in accordance with Rule 4.05 of Regulation S-T and the EDGAR Filer Manual. The Company hereby confirms to the Staff that it will include such interactive data in any future filings where it conducts a corresponding recovery analysis regarding executive compensation. Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com. *** Very truly yours, System1, Inc. /s/ Tridivesh Kidambi Tridivesh Kidambi Chief Financial Officer cc: Michael Blend, Chief Executive Officer Steven B. Stokdyk, Latham & Watkins LLP 4235 Redwood Avenue Marina Del Rey, CA 90066