Correspondence 0001805833-24-000059 from System1, Inc. (SST)
System1, Inc.
Date: April 9, 2024 · CIK: 0001805833 · Accession: 0001805833-24-000059
AI Filing Summary & Sentiment
File numbers found in text: 333-262608
Referenced dates: April 5, 2024
Letter
Document
10250 Constellation Blvd., Suite 1100
Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
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Düsseldorf San Francisco
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Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
April 9, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Marion Graham
Jeff Kauten
Division of Corporation Finance
Office of Technology
Re: System1, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2024
File No. 333-262608
Ladies and Gentlemen:
On behalf of our client, System1, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 5, 2024 (the “Comment Letter”) with respect to the Post-Effective Amendment No. 1 to Form S-1 filed with the Commission by the Company on March 29, 2024 (the “Registration Statement”).
For your convenience, we have the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
General
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.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is not aware of any sales having been made after May 1, 2023 under or pursuant to the Registration Statement.
April 9, 2024
Page 2
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (213) 891-7421.
Very truly yours,
/s/ Steven B. Stokdyk
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Document
10250 Constellation Blvd., Suite 1100
Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
Chicago Riyadh
Dubai San Diego
Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
April 9, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Marion Graham
Jeff Kauten
Division of Corporation Finance
Office of Technology
Re: System1, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2024
File No. 333-262608
Ladies and Gentlemen:
On behalf of our client, System1, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 5, 2024 (the “Comment Letter”) with respect to the Post-Effective Amendment No. 1 to Form S-1 filed with the Commission by the Company on March 29, 2024 (the “Registration Statement”).
For your convenience, we have the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
General
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.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is not aware of any sales having been made after May 1, 2023 under or pursuant to the Registration Statement.
April 9, 2024
Page 2
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (213) 891-7421.
Very truly yours,
/s/ Steven B. Stokdyk
Steven B. Stokdyk
of LATHAM & WATKINS LLP
cc: Michael Blend, System1, Inc.
Tridivesh Kidambi, System1, Inc.
Daniel Weinrot, System1, Inc.