SST 10-K Annual Report Dec. 31, 2023 | Alphaminr
Trebia Acquisition Corp.
ALPHAMINR

SST 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
CIK: 1805833
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1805833/000162828024041475/sst-20231231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 12, Related-party Transactions For ANote 11, Debt, NetItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataNote 16, Segment Reporting)Note 6, Goodwill, Internal-use Software Development Costs, Net, and Intangible Assets, Net,Note 19, Discontinued Operations Regarding Discontinued Operation Impairments in Fiscal 2023Note 9, Income TaxesNote 19, Discontinued OperationsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1(a) Business Combination Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto. 8-K 001-39331 2.1 6/29/2021 2.1(c) Amendment No.2 to the Business Combination Agreement, dated January 10, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto. 8-K 001-39331 10.1 1/20/2022 2.1(d) Amendment No.3 to the Business Combination Agreement, dated January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto. 8-K 001-39331 10.1 1/26/2022 2.2 Share Purchase Agreement, dated November 30, 2023, by and among System1, Inc., Orchid Merger Sub II, LLC, Sonic Newco, LLC, JDI Antarctica Limited and JDI Antarctica Sub II Limited 8-K 001-39331 2.1 12/4/2023 3.1 Certificate of Incorporation of System1, Inc. 8-K 001-39331 3.1 2/2/2022 3.2 Second Amended and Restated Bylaws of System1, Inc. 8-K 001-39331 3.1 3/1/2023 4.1 Warrant Agreement, dated June19, 2020, by and between Trebia Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. 8-K 001-39331 4.1 6/2/2020 4.2 Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-39331 4.2 6/6/2023 10.1^ System1, Inc. 2022 Incentive Award Plan. 8-K 001-39331 10.2 2/20/2022 10.2 Conditional Consent, Waiver and Acknowledgement, dated as of August 30, 2022, by and among System1, Inc., Protected.net Group Limited and Just Develop It Limited. 8-K 001-39331 10.1 8/30/2022 10.2# Credit and Guaranty Agreement, dated as of January 27, 2022, among Orchid Finco LLC, System1 Midco, LLC, Orchid Merger Sub II, LLC and the subsidiaries from time to time party thereto, S1 Holdco, LLC, Bank of America, N.A. and the lenders from time to time party thereto. 10-K 001-39331 10.7 6/6/2023 10.8 Amended and Restated Revolving Note, dated May 16, 2023, by and among Orchid Merger Sub II, LLC, Lone Star Friends Trust and CEE Holding Trust. 10-K 001-39331 10.8 6/6/2023 10.9 Registration Rights Agreement, dated January 27, 2022, by and among System1, Inc. and the other parties that are signatory thereto. S-1 333-262608 10.3 2/9/2022 10.10 Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein. 8-K 001-39331 10.2 6/22/2020 10.11 Form of Indemnification Agreement and Advancement Agreement 8-K 001-39331 10.4 3/2/2022 10.12^ Employment Agreement, dated as ofJune15, 2023, between Tridivesh Kidambi andSystem1,LLC. 8-K 001-39331 10.1 6/22/2022 10.18 First Amendment to Conditional Consent, Waiver and Acknowledgement 10-K 001-39331 10.8 6/6/2023 10.19 Second Amendment to Conditional Consent, Waiver and Acknowledgement, dated as of November 30, 2023, by and among System1, Inc., Total Security Limited, Just Develop It Limited, JDI Antarctica Limited and JDI Antarctica Sub II Limited 8-K 001-39331 10.1 12/4/2023 10.20 Revolving Note, dated April 10, 2023, by and among Lone Star Friends Trust, CEE Holding Trust, and Orchid Merger Sub II, LLC 8-K 001-39331 10.1 4/12/2023 10.21 Senior Unsecured Promissory Note, dated September 6, 2023, by and between System1 OpCo, LLC and Marc Mezzacca 8-K 001-39331 10.1 9/12/2023 10.22 Term Loan Note, dated October 6, 2023, by and between Openmail2, LLC and Orchid Merger Sub II, LLC 8-K 001-39331 10.1 10/12/2023 10.23 Secured Facility Agreement, dated October 6, 2023, by and among Onyx Asset Finance Limited and Total Security Limited 8-K 001-39331 10.2 10/12/2023 10.24 Debenture relating to Total Security Limited, dated October 6, 2023, by and among Total Security Limited and Onyx Asset Finance Limited 8-K 001-39331 10.3 10/12/2023 10.25 Receivables Purchase Agreement, dated November 8, 2023, between System1 OpCo LLC (and its wholly-owned subsidiaries signatory thereto) and OAREX Funding, LLC 10-Q 001-39331 10.6 11/9/2023 10.26 Insider Trading Policy 21.1 Subsidiaries of Registrant 23.1 Consent of PricewaterhouseCoopers LLP. (predecessor) 23.2 Consent of PricewaterhouseCoopers LLP. (successor) 31.1* Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Policy for Recovery of Erroneously Awarded Compensation.