System1, Inc S-3, filed Aug 4, 2026
System1, Inc. (SST)
S-3
2026-08-04
View Original
Added on
October 25, 2026
As filed with the Securities and Exchange Commission on August 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
System1, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 92-3978051 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
4235 Redwood Avenue
Los Angeles, CA 90066
(310) 924-6037
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Daniel Weinrot
General Counsel & Corporate Secretary
4235 Redwood Avenue
Los Angeles, CA 90066
(310) 924-6037
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Barbra J. Broudy
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, NY 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated August 4, 2026
Preliminary Prospectus
System1, Inc.
5,287,321 shares of Class A Common Stock
This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus (including their transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholders”) of up to 5,287,321 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), issuable upon the conversion of 39,250 shares of the Company’s newly designated Series A Cumulative Convertible Preferred Stock with par value of $0.0001 per share and initial stated value of $1,022.05 per share (the “Series A Preferred Stock”) assuming an initial conversion price of $10.40, and includes shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock in respect of accrued PIK Dividends (as defined below), issued to the Selling Stockholders pursuant to that certain Series A Preferred Stock Purchase Agreement (as amended from time to time, the “Stock Purchase Agreement”), by and among System1, Inc., a Delaware corporation (“System1” or the “Company”), System1 Holdings LLC, a Delaware limited liability company, S1 Holdings Finco LLC, a Delaware limited liability company and the Selling Stockholders. “PIK Dividends” mean preferential cumulative dividends accruing at a rate of 7.0% per annum on the stated value of the Series A Preferred Stock and, unless paid in cash, compounded and added to the stated value of the Series A Preferred Stock each calendar quarter from July 23, 2026 until January 14, 2031.
For more information about the Selling Stockholders, the related transactions and the terms of conversion of the Series A Preferred Stock, see the section entitled “Selling Stockholders” of this prospectus.
We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of our Class A Common Stock by the Selling Stockholders pursuant to this prospectus.
Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Please see “Plan of Distribution” for more information.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 7 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our Class A Common Stock is listed on the NYSE under the symbol “SST” on August 3, 2026, the last reported sale price of our common stock on the NYSE was $1.76 per share.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration statement, the Selling Stockholders may sell shares of our Class A Common Stock from time to time and in one or more offerings through any means as described in this prospectus. Additional information about any offering may be provided in a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Any prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and any applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer only to sell securities in jurisdiction where it is lawful to do so. You should assume that the information appearing in this prospectus and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “SST,” “System1” and the “Company” in this prospectus refer to System1, Inc. When we refer to “you,” we mean the potential holders of Class A Common Stock.
We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name, logos and website name and address are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described under the section in this prospectus titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:
•We have performed an analysis of our ability to continue as a going concern and have identified substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient additional funding or do not have access to additional capital, we will be unable to execute our business plans and could be required to terminate or significantly curtail our operations;
•The ability to maintain our key relationships with third party advertisers and advertising network, or Advertising Partners, including our monetization arrangements;
•The ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services;
•The performance of our platform;
•Changes in customer demand for our services and our ability to incorporate to such changes;
•The ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions;
•The ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses;
•The ability to raise financing in the future as and when needed or on market terms;
•The ability to compete with existing competitors and the entry of new competitors in the market;
•Changes in applicable laws or regulations impacting the business which we operate and our ability to maintain compliance with the various laws that our business and operations are subject to;
•The ability to protect our intellectual property rights; and
•Other risks and uncertainties indicated from time to time in our filings with the SEC, including those described herein under the heading “Risk Factors.”
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking
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statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in a rapidly evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements contained in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
You should read this prospectus, along with our other filings with the SEC, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our web site address is www.system1.com. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
•Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 11, 2026, as amended by Amendment No. 1 thereto filed with the SEC on April 30, 2026 (File No. 001-39331);
•Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 12, 2026 (File No. 001-39331);
•Our Current Reports on Form 8-K filed with the SEC on January 9, 2026, June 1, 2026 and July 24, 2026 (File No. 001-39331); and
•The description of the Company’s securities contained in Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 11, 2026 (File No. 001-39331), including any amendments or reports filed for purposes of updating such description.
All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
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Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K express provided to the contrary.
You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:
System1, Inc.
4235 Redwood Avenue
Los Angeles, California 90066
(310) 924-6037
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
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THE COMPANY
System1, Inc. and its subsidiaries operate flagship internet utilities including CouponFollow, MapQuest, and Startpage.com, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers (Network Partners) to monetize and maximize the value of user traffic across a wide range of advertising category verticals.
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RISK FACTORS
Investment in any securities offered pursuant to this prospectus and any applicable prospectus supplement involves risks. Before deciding whether to invest in our securities, you should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section entitled “Forward-Looking Statements” included in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
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USE OF PROCEEDS
We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of securities by the Selling Stockholders.
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SELLING STOCKHOLDERS
The Selling Stockholders listed in the table below may from time to time offer and sell any or all of the shares of Class A Common Stock set forth below pursuant to this prospectus. When we refer to the “Selling Stockholders” in this prospectus, we refer to the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the Selling Stockholders’ interest in the shares of Class A Common Stock after July 23, 2026, other than through a public sale. The Selling Stockholders may have sold, transferred or otherwise disposed of the shares of Class A Common Stock set forth below since providing us with this information.
The following table sets forth, as of the date of this prospectus:
•the name of the Selling Stockholder for which we are registering shares of Class A Common Stock for resale to the public,
•the number and percentage of shares of Class A Common Stock that the Selling Stockholder beneficially owned prior to the offering for resale of the securities under this prospectus,
•the number and percentage of shares of Class A Common Stock that may be offered from time to time for resale for the account of the Selling Stockholder pursuant to this prospectus, and
•the number and percentage of shares to be beneficially owned by the Selling Stockholder after the offering of the resale securities (assuming all of the offered shares of Class A Common Stock are sold by the Selling Stockholder).
Our registration of the shares of Class A Common Stock does not necessarily mean that the Selling Stockholders will sell all or any of such Class A Common Stock. A Selling Stockholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.”
In connection with the exchange transaction involving the exchange of the Company’s term loans and revolving loans existing prior to such exchange transaction, the Company entered into the Stock Purchase Agreement, pursuant to which the Series A Preferred Stock was issued. The shares of Series A Preferred Stock are convertible into shares of the Company’s Class A Common Stock based on an initial conversion price of $10.40 per share and have the rights, preferences and privileges set forth in that certain Certificate of Designation of Series A Preferred Stock (as amended from time to time, the “Certificate of Designation”), a copy of which is filed as an exhibit to the registration statement related to this prospectus. Without implied limitation, the holders of a majority of the Series A Preferred Stock have (i) the right to appoint and elect one director to the Board for so long as at least 19,625 Series A Preferred Stock remain outstanding and (ii) consent rights with respect to certain corporate actions for so long as at least 9,812 Series A Preferred Stock remain outstanding, in each case as described below.
The number of shares of Class A Common Stock eligible to be offered pursuant to this prospectus is based on the maximum number of shares of Class A Common Stock that may be issued upon conversion of the Series A Preferred Stock, and includes shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock as a result of PIK Dividends. The shares of the Series A Preferred Stock are convertible at the option of the holders thereof at any time, subject to certain limitations as set forth in the Certificate of Designation, into shares of Class A Common Stock at a rate equal to (i) the then-current stated value of the applicable shares of Series A Preferred Stock, including any accrued and unpaid dividends, divided by (ii) the applicable conversion price. The initial stated value is $1,022.05 and the initial conversion price is $10.40 per share of Series A Preferred Stock, subject to certain anti-dilution and other adjustments. The shares of Series A Preferred Stock accrue cumulative preferential dividends at a rate of 7.0% per annum on the stated value thereof, payable quarterly in arrears. To the extent declared by the Board, dividends will be paid in cash. Any dividends that are not paid in cash will automatically be added to the then stated value of the outstanding Series A Preferred Stock and thereafter accrue further dividends at a rate of 7.0% per annum.
We cannot advise you as to whether the Selling Stockholders will convert any or all of their Series A Preferred Stock and/or will sell any or all shares of Class A Common Stock received in such a conversion.
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The terms of the Series A Preferred Stock are qualified in their entirety by reference to the Certificate of Designation, which is included as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on July 24, 2026 and filed as an exhibit to the registration statement related to this prospectus.
| Shares of Class A Common Stock | ||||||||||||||||||||||||||
| Name of Selling Stockholder | Number Beneficially Owned Prior to Offering(1) | Number Registered For Resale Hereby | Number Beneficially Owned After Offering | Percent Owned After Offering(2) | ||||||||||||||||||||||
AIC Company Limited(3) | 9,862 | 9,862 | — | —% | ||||||||||||||||||||||
Kings Point 2024-1 Ltd.(4) | 160,401 | 160,401 | — | —% | ||||||||||||||||||||||
Aon Collective Investment Trust(5) | 9,678 | 9,678 | — | —% | ||||||||||||||||||||||
Artisan Credit Opportunities Master Fund LP(5) | 33,385 | 33,385 | — | —% | ||||||||||||||||||||||
Artisan Floating Rate Fund(5) | 11,350 | 11,350 | — | —% | ||||||||||||||||||||||
Atlantic Health System Inc(5) | 4,825 | 4,825 | — | —% | ||||||||||||||||||||||
Artisan High Income Fund(5)(37) | 341,070 | 341,070 | — | —% | ||||||||||||||||||||||
Artisan High Income Trust(5) | 16,438 | 16,438 | — | —% | ||||||||||||||||||||||
Green Wadi Investment Holdings RSC Limited(5) | 8,661 | 8,661 | — | —% | ||||||||||||||||||||||
Master Trust for Defined Contribution Plans of American Airlines, Inc. and Affiliates(5) | 16,198 | 16,198 | — | —% | ||||||||||||||||||||||
Bank of America, N.A.(6)(37) | 911,098 | 911,098 | — | —% | ||||||||||||||||||||||
Cerberus 2112 Credit Holdings LLC(7) | 56,769 | 56,769 | — | —% | ||||||||||||||||||||||
Cerberus AOZ Loan Opportunities Fund, L.P.(7) | 9,362 | 9,362 | — | —% | ||||||||||||||||||||||
Cerberus ASRS Funding LLC(7) | 119,114 | 119,114 | — | —% | ||||||||||||||||||||||
Cerberus Business Finance LLC - Series XXXVIII(7) | 339 | 339 | — | —% | ||||||||||||||||||||||
Cerberus C-1 Levered II LLC(7) | 19,384 | 19,384 | — | —% | ||||||||||||||||||||||
Cerberus Cavaliers Levered Loan Opportunities Fund, LLC(7) | 7,690 | 7,690 | — | —% | ||||||||||||||||||||||
Cerberus Corporate Credit Fund, L.P. (7) | 618,136 | 618,136 | — | —% | ||||||||||||||||||||||
Cerberus KRS Levered LLC(7) | 24,809 | 24,809 | — | —% | ||||||||||||||||||||||
Cerberus Levered IV Holdings LLC(7) | 69,870 | 69,870 | — | —% | ||||||||||||||||||||||
Cerberus Loan Funding XLI, LLC(7) | 20,211 | 20,211 | — | —% | ||||||||||||||||||||||
Cerberus Loan Funding XXXIX L.P.(7) | 38,269 | 38,269 | — | —% | ||||||||||||||||||||||
Cerberus Loan Funding XXXVII L.P.(7) | 28,273 | 28,273 | — | —% | ||||||||||||||||||||||
Cerberus N-1 Funding LLC(7) | 36,154 | 36,154 | — | —% | ||||||||||||||||||||||
Cerberus ND Credit Holdings LLC(7) | 16,419 | 16,419 | — | —% | ||||||||||||||||||||||
Cerberus Offshore Levered IV LLC(7) | 35,750 | 35,750 | — | —% | ||||||||||||||||||||||
Cerberus Offshore Unlevered Loan Opportunities Master Fund IV, L.P.(7) | 10,673 | 10,673 | — | —% | ||||||||||||||||||||||
Cerberus PSERS Levered Loan Opportunities Fund, L.P.(7) | 36,996 | 36,996 | — | —% | ||||||||||||||||||||||
Cerberus Redwood Levered B II LLC(7) | 74,710 | 74,710 | — | —% | ||||||||||||||||||||||
Cerberus Redwood Levered B LLC(7) | 2,199 | 2,199 | — | —% | ||||||||||||||||||||||
Cerberus Redwood Levered Loan Opportunities Fund A, L.P.(7) | 208,383 | 208,383 | — | —% | ||||||||||||||||||||||
Cerberus Redwood Levered Loan Opportunities Fund B, L.P.(7) | 5,974 | 5,974 | — | —% | ||||||||||||||||||||||
Cerberus RR Levered LLC(7) | 36,121 | 36,121 | — | —% | ||||||||||||||||||||||
Cerberus StepStone Credit Holdings LLC(7) | 33,658 | 33,658 | — | —% | ||||||||||||||||||||||
Cerberus SWC Levered Holdings II LP(7) | 58,829 | 58,829 | — | —% | ||||||||||||||||||||||
Cinnabar 2021 Direct Lending Limited(7) | 22,479 | 22,479 | — | —% | ||||||||||||||||||||||
Reliance Standard Life Insurance Company(7) | 31,627 | 31,627 | — | —% | ||||||||||||||||||||||
Elmwood CLO 14 Ltd.(8) | 20,185 | 20,185 | — | —% | ||||||||||||||||||||||
Elmwood CLO 15 Ltd.(8) | 14,749 | 14,749 | — | —% | ||||||||||||||||||||||
Elmwood CLO 16 Ltd.(8) | 24,002 | 24,002 | — | —% | ||||||||||||||||||||||
Elmwood CLO 17 Ltd.(8) | 16,708 | 16,708 | — | —% | ||||||||||||||||||||||
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Elmwood CLO 18 Ltd.(8) | 11,873 | 11,873 | — | —% | ||||||||||||||||||||||
Elmwood CLO 19 Ltd.(8) | 8,346 | 8,346 | — | —% | ||||||||||||||||||||||
Elmwood CLO 20 Ltd.(8) | 15,409 | 15,409 | — | —% | ||||||||||||||||||||||
Elmwood CLO 21 Ltd.(8) | 10,273 | 10,273 | — | —% | ||||||||||||||||||||||
Elmwood CLO 29 Ltd.(8) | 15,044 | 15,044 | — | —% | ||||||||||||||||||||||
Elmwood CLO 33 Ltd.(8) | 13,353 | 13,353 | — | —% | ||||||||||||||||||||||
Elmwood CLO 36 Ltd.(8) | 15,392 | 15,392 | — | —% | ||||||||||||||||||||||
Elmwood CLO I Ltd.(8) | 13,557 | 13,557 | — | —% | ||||||||||||||||||||||
Elmwood CLO II Ltd.(8) | 27,115 | 27,115 | — | —% | ||||||||||||||||||||||
Elmwood CLO III Ltd.(8) | 13,557 | 13,557 | — | —% | ||||||||||||||||||||||
Elmwood CLO IV, Ltd.(8) | 13,678 | 13,678 | — | —% | ||||||||||||||||||||||
Elmwood CLO V Ltd.(8) | 11,582 | 11,582 | — | —% | ||||||||||||||||||||||
Elmwood CLO VI, Ltd.(8) | 18,064 | 18,064 | — | —% | ||||||||||||||||||||||
Elmwood CLO VII Ltd.(8) | 14,255 | 14,255 | — | —% | ||||||||||||||||||||||
Elmwood CLO VIII, Ltd.(8) | 31,774 | 31,774 | — | —% | ||||||||||||||||||||||
Elmwood CLO IX Ltd.(8) | 12,898 | 12,898 | — | —% | ||||||||||||||||||||||
Elmwood CLO X Ltd.(8) | 14,978 | 14,978 | — | —% | ||||||||||||||||||||||
Elmwood CLO XI Ltd.(8) | 14,616 | 14,616 | — | —% | ||||||||||||||||||||||
Elmwood CLO XII Ltd.(8) | 18,066 | 18,066 | — | —% | ||||||||||||||||||||||
Chicago Title Insurance Company(9) | 100,157 | 100,157 | — | —% | ||||||||||||||||||||||
Fidelity National Title Insurance Co(10) | 100,157 | 100,157 | — | —% | ||||||||||||||||||||||
Man GLG US CLO 2018-1 Ltd.(11)(37) | 15,711 | 15,711 | — | —% | ||||||||||||||||||||||
Man GLG US CLO 2021-1 Ltd.(11)(37) | 10,997 | 10,997 | — | —% | ||||||||||||||||||||||
Bardot CLO, Ltd.(12)(37) | 23,399 | 23,399 | — | —% | ||||||||||||||||||||||
Invesco CLO 2021-1, Ltd.(13)(37) | 19,489 | 19,489 | — | —% | ||||||||||||||||||||||
Invesco CLO 2021-2, Ltd.(14)(37) | 19,491 | 19,491 | — | —% | ||||||||||||||||||||||
Invesco CLO 2021-3, Ltd.(15)(37) | 19,489 | 19,489 | — | —% | ||||||||||||||||||||||
Invesco CLO 2022-1, Ltd.(16)(37) | 21,067 | 21,067 | — | —% | ||||||||||||||||||||||
Invesco CLO 2022-2, Ltd.(17)(37) | 14,560 | 14,560 | — | —% | ||||||||||||||||||||||
Invesco CLO 2022-3, Ltd.(18)(37) | 21,146 | 21,146 | — | —% | ||||||||||||||||||||||
Invesco Floating Rate ESG Fund(19)(37) | 131,722 | 131,722 | — | —% | ||||||||||||||||||||||
Invesco Peak Nine, L.P.(20)(37) | 36,665 | 36,665 | — | —% | ||||||||||||||||||||||
Invesco SSL Fund LLC(21)(37) | 23,865 | 23,865 | — | —% | ||||||||||||||||||||||
Invesco Senior Floating Rate Fund(22)(37) | 146,820 | 146,820 | — | —% | ||||||||||||||||||||||
Invesco Senior Income Trust(23)(37) | 42,796 | 42,796 | — | —% | ||||||||||||||||||||||
Invesco Senior Loan Fund(24)(37) | 22,448 | 22,448 | — | —% | ||||||||||||||||||||||
Invesco Teton Fund LLC(25)(37) | 10,879 | 10,879 | — | —% | ||||||||||||||||||||||
Invesco U.S. CLO 2023-1, Ltd.(26)(37) | 34,419 | 34,419 | — | —% | ||||||||||||||||||||||
Invesco U.S. CLO 2023-2, Ltd.(27)(37) | 13,875 | 13,875 | — | —% | ||||||||||||||||||||||
Invesco U.S. CLO 2024-1, Ltd.(28)(37) | 15,598 | 15,598 | — | —% | ||||||||||||||||||||||
Invesco Zodiac Funds – Invesco European Senior Loan Fund(29)(37) | 2,758 | 2,758 | — | —% | ||||||||||||||||||||||
Invesco Zodiac Funds – Invesco US Senior Loan Fund(30)(37) | 264,630 | 264,630 | — | —% | ||||||||||||||||||||||
Recette CLO, Ltd.(31)(37) | 13,784 | 13,784 | — | —% | ||||||||||||||||||||||
Riserva CLO, Ltd.(32)(37) | 23,267 | 23,267 | — | —% | ||||||||||||||||||||||
Verde CLO, Ltd.(33)(37) | 19,488 | 19,488 | — | —% | ||||||||||||||||||||||
Mountain View CLO 2013-1 Ltd.(34) | 14,562 | 14,562 | — | —% | ||||||||||||||||||||||
Mountain View CLO 2016-1 Ltd.(34) | 15,668 | 15,668 | — | —% | ||||||||||||||||||||||
Mountain View CLO 2017-2 Ltd.(34) | 22,034 | 22,034 | — | —% | ||||||||||||||||||||||
Mountain View CLO IX Ltd.(34) | 20,890 | 20,890 | — | —% | ||||||||||||||||||||||
Mountain View CLO XIV Ltd.(34) | 15,668 | 15,668 | — | —% | ||||||||||||||||||||||
Mountain View CLO XV Ltd.(34) | 15,668 | 15,668 | — | —% | ||||||||||||||||||||||
Mountain View CLO XVI Ltd.(34) | 11,669 | 11,669 | — | —% | ||||||||||||||||||||||
11
Palmer Square BDC Funding I LLC(35) | 60,094 | 60,094 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2014-1, Ltd.(35) | 5,341 | 5,341 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2015-1, Ltd.(35) | 9,681 | 9,681 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2015-2, Ltd.(35) | 7,344 | 7,344 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2018-1, Ltd.(35) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2018-2, Ltd.(35) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2018-3, Ltd.(35) | 6,009 | 6,009 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2019-1, Ltd.(35) | 5,341 | 5,341 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2020-3, Ltd.(35) | 5,341 | 5,341 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2021-1 Ltd.(35) | 6,343 | 6,343 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2021-2, Ltd.(35) | 7,344 | 7,344 | — | —% | ||||||||||||||||||||||
Palmer Square CLO 2021-4, Ltd.(35) | 10,015 | 10,015 | — | —% | ||||||||||||||||||||||
Palmer Square Credit Funding 2019-1, Ltd.(35) | 8,012 | 8,012 | — | —% | ||||||||||||||||||||||
Palmer Square Floating Rate Fund LLC(35) | 2,671 | 2,671 | — | —% | ||||||||||||||||||||||
Venture 28A CLO Tax Subsidiary, Inc.(36) | 11,385 | 11,385 | — | —% | ||||||||||||||||||||||
Venture 31 CLO Tax Subsidiary, Inc.(36) | 20,117 | 20,117 | — | —% | ||||||||||||||||||||||
Venture 32 CLO Tax Subsidiary, Inc.(36) | 15,409 | 15,409 | — | —% | ||||||||||||||||||||||
Venture 33 CLO Tax Subsidiary, Inc.(36) | 15,409 | 15,409 | — | —% | ||||||||||||||||||||||
Venture 34 CLO Tax Subsidiary, Inc.(36) | 12,070 | 12,070 | — | —% | ||||||||||||||||||||||
Venture 35 CLO Tax Subsidiary, Inc.(36) | 16,093 | 16,093 | — | —% | ||||||||||||||||||||||
Venture 36 CLO Tax Subsidiary, Inc.(36) | 14,758 | 14,758 | — | —% | ||||||||||||||||||||||
Venture 37 CLO Tax Subsidiary, Inc.(36) | 12,070 | 12,070 | — | —% | ||||||||||||||||||||||
Venture 38 CLO Tax Subsidiary, Inc.(36) | 16,093 | 16,093 | — | —% | ||||||||||||||||||||||
Venture 41 CLO Tax Subsidiary, Inc.(36) | 12,412 | 12,412 | — | —% | ||||||||||||||||||||||
Venture 42 CLO Tax Subsidiary, Inc.(36) | 12,412 | 12,412 | — | —% | ||||||||||||||||||||||
Venture 43 CLO Tax Subsidiary, Inc.(36) | 12,070 | 12,070 | — | —% | ||||||||||||||||||||||
Venture 44 CLO Tax Subsidiary, Inc.(36) | 12,070 | 12,070 | — | —% | ||||||||||||||||||||||
Venture 45 CLO Tax Subsidiary, Inc.(36) | 60,094 | 60,094 | — | —% | ||||||||||||||||||||||
Venture 46 CLO Tax Subsidiary, Inc.(36) | 3,424 | 3,424 | — | —% | ||||||||||||||||||||||
Venture XIX CLO Tax Subsidiary, Inc.(36) | 15,409 | 15,409 | — | —% | ||||||||||||||||||||||
Venture XV CLO Tax Subsidiary, Inc.(36) | 15,409 | 15,409 | — | —% | ||||||||||||||||||||||
Venture XXII CLO Tax Subsidiary, Inc.(36) | 13,406 | 13,406 | — | —% | ||||||||||||||||||||||
Venture XXIII CLO Tax Subsidiary, Inc.(36) | 8,046 | 8,046 | — | —% | ||||||||||||||||||||||
Venture XXIX CLO Tax Subsidiary, Inc.(36) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Venture XXVI CLO Tax Subsidiary, Inc.(36) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Venture XXVII CLO Tax Subsidiary, Inc.(36) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Venture XXVIII CLO Tax Subsidiary, Inc.(36) | 6,677 | 6,677 | — | —% | ||||||||||||||||||||||
Venture XXX CLO Tax Subsidiary, Inc.(36) | 16,093 | 16,093 | — | —% | ||||||||||||||||||||||
_______________
(1)Assumes (i) the Series A Preferred Stock has an initial stated value of $1,022.05 and an initial conversion price of $10.40 per share, and (ii) all preferential cumulative dividends accruing on the Series A Preferred Stock are not paid in cash and are instead paid as an increase to the stated value of the Series A Preferred Stock compounding on the last day of each fiscal quarter over an assumed term from July 23, 2026 until January 14, 2031.
(2)The percentage of shares of Class A Common Stock to be beneficially owned after completion of the offering is calculated on the basis of 8,708,922 shares of Class A Common Stock outstanding as of August 1, 2026.
(3)AIC Company Limited has shared voting and investment power over the shares of Class A Common Stock. Jonathan Insull, Bruce Brittain and Russell Pemberton are control persons of AIC Company Limited and sit on or observe the investment committee of Nassau Global Credit, the investment manager of AIC Company Limited.
(4)Kings Point 2024-1 Ltd. has shared voting power and investment power over the shares of Class A Common Stock. Jonathan Insull, Bruce Brittain and Russell Pemberton are control persons of Kings Point 2024-1 Ltd. and sit on or observe the investment committee of Nassau Global Credit, the collateral manager of Kings Point 2024-1 Ltd.
(5)The selling stockholder indicated in the table is the beneficial owner of the shares of Class A Common Stock. Artisan Partners Limited Partnership serves as its discretionary investment manager and in such role has voting and investment authority with respect to the shares of Class A Common Stock. Artisan Partners Limited Partnership is a wholly owned operating subsidiary of Artisan Partners Holdings LP, an intermediate holding company controlled by its general partner Artisan Partners Asset Management Inc., a publicly traded company.
(6)Bank of America, N.A. holds sole voting and investment power over the shares of Class A Common Stock. Bank of America Corporation, a publicly traded company, is the ultimate parent company of the selling stockholder.
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(7)Cerberus Capital Management, L.P, an investment adviser registered with the Securities and Exchange Commission, either directly or indirectly through one or more intermediate entities, serves as the investment manager for each of the entities indicated with this footnote and exercises ultimate voting and investment control on behalf of such entities with respect to the securities included on their behalf in this table. Frank Bruno, the Chief Executive Officer and Chief Investment Officer of Cerberus Capital Management, L.P., is the natural person who has the ultimate authority on behalf of Cerberus Capital Management, L.P. to exercise such voting and investment control with respect to such entities and such securities.
(8)Each of the selling stockholders indicated by this footnote is a CLO fund, the ownership of which is comprised of institutional investors that meet the eligibility criteria for investing in CLO equity and debt. The debt tranches and equity are traded in the secondary market, so the ownership changes from time to time. Voting and dispositive power over the shares of Class A Common Stock is controlled by Elmwood Asset Management LLC, which is owned by funds managed by Elliott Investment Management L.P., Brian McNamara and Adrian Marshall. Elliott Investment Management GP LLC is the general partner of Elliott Investment Management L.P. Paul E. Singer is the managing member of Elliott Investment Management GP LLC.
(9)Chicago Title Insurance Company has sole ownership, voting power, and sole dispositive power with respect to the shares of Class A Common Stock. Chicago Title Insurance Company is a wholly owned subsidiary of Fidelity National Financial, Inc., a publicly traded company.
(10)Fidelity National Title Insurance Company has sole ownership, voting power, and sole dispositive power with respect to the shares of Class A Common Stock. Fidelity National Title Insurance Company is a wholly owned subsidiary of Fidelity National Financial, Inc., a publicly traded company.
(11)Each of the selling stockholders indicated by this footnote is an investment vehicle for which Man Capital Management LLC or an affiliate thereof (“Man”) serves as collateral manager. Man has investment and voting power with respect to the shares of Class A Common Stock. The collateral managers referenced in this footnote are indirect subsidiaries of Man Group plc., a publicly traded company. In accordance with SEC Release No. 34-39538 (January 12, 1998), the beneficial ownership reported herein does not include securities, if any, beneficially owned by other affiliates or business units whose beneficial ownership of securities are disaggregated from that of this business unit in accordance with such release.
(12)Bardot CLO, Ltd. is a Cayman Islands company that has sole voting and investment power over the shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco RR Associates LLC, which in turn is the general partner of Invesco RR Fund L.P., which is the collateral manager of Bardot CLO, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(13)Invesco CLO 2021-1, Ltd. is a Cayman Islands company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2021-1, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(14)Invesco CLO 2021-2, Ltd. is a Cayman Islands company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2021-2, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(15)Invesco CLO 2021-3, Ltd. is a Cayman Islands company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2021-3, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(16)Invesco CLO 2022-1, Ltd. is a Jersey Channel Islands private company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2022-1, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(17)Invesco CLO 2022-2, Ltd. is a Jersey Channel Islands private company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2022-2, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(18)Invesco CLO 2022-3, Ltd. is a Jersey Channel Islands private company that has sole voting and investment power over the Shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco CLO 2022-3, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(19)Invesco Floating Rate ESG Fund is a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Trust), a Delaware statutory trust. Invesco Senior Secured Management, Inc. is the sub-advisor of Invesco Floating Rate ESG Fund. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(20)Invesco Peak Nine, L.P. is a Delaware limited partnership that has sole voting and investment power over the shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the member manager of Invesco Peak Nine GP, LLC, which is the general partner of Invesco Peak Nine, L.P. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(21)Invesco SSL Fund LLC is a Delaware limited liability company that has sole voting and investment power over the shares of Class A Common Stock. Invesco Senior Secured Management, Inc. is the investment manager of Invesco SSL Fund LLC. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(22)Invesco Senior Floating Rate Fund is a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the Trust) a Delaware statutory trust. Invesco Senior Secured Management, Inc. is the sub-adviser of Invesco Senior Floating Rate Fund. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(23)Invesco Senior Income Trust is a Delaware statutory trust. Invesco Senior Secured Management, Inc. is the sub-adviser of Invesco Senior Income Trust. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
13
(24)Invesco Senior Loan Fund is a Delaware statutory trust. Invesco Senior Secured Management, Inc. is the sub-adviser of Invesco Senior Loan Fund. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(25)Invesco Teton Fund LLC is a Delaware limited liability company. Invesco Senior Secured Management, Inc. is the managing member of Invesco Teton Fund LLC. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(26)Invesco U.S. CLO 2023-1, Ltd. is a Jersey Channel Islands private company. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco U.S CLO 2023-1, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(27)Invesco U.S. CLO 2023-2, Ltd. is a Jersey Channel Islands private company. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco U.S. CLO 2023-2, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(28)Invesco U.S. CLO 2024-1, Ltd. is a Cayman Islands company. Invesco Senior Secured Management, Inc. is the managing member of Invesco CLO Equity 3 Associates LLC, which in turn is the general partner of Invesco CLO Equity Fund 3 L.P. which is the collateral manager of Invesco U.S. CLO 2024-1, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(29)Invesco Zodiac Funds - Invesco European Senior Loan Fund is a mutual investment umbrella fund (fonds commun de placement) organized under the laws of the Grand Duchy of Luxembourg. Invesco Senior Secured Management, Inc. is the investment manager of Invesco Zodiac Funds - Invesco European Senior Loan Fund. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(30)Invesco Zodiac Funds - Invesco US Senior Loan Fund is a mutual investment umbrella fund (fonds commun de placement) organized under the laws of the Grand Duchy of Luxembourg. Invesco Senior Secured Management, Inc. is the investment manager of Invesco Zodiac Funds - Invesco US Senior Loan Fund. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(31)Recette CLO, Ltd. is a Cayman Islands company. Invesco Senior Secured Management, Inc is the collateral manager of Recette CLO, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(32)Riserva CLO, Ltd. is a Cayman Islands company. Invesco Senior Secured Management, Inc. is the managing member of Invesco RR Associates LLC, which in turn is the general partner of Invesco RR Fund L.P., which is the collateral manager of Riserva CLO, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(33)Verde CLO, Ltd. is a Cayman Islands company. Invesco Senior Secured Management, Inc. is the managing member of Invesco RR Associates LLC, which in turn is the general partner of Invesco RR Fund L.P., which is the collateral manager of Verde CLO, Ltd. Invesco Senior Secured Management, Inc. is an indirect wholly owned subsidiary of Invesco Ltd., a publicly traded company.
(34)Each of the selling stockholders indicated has sole voting and investment power over the shares of Class A Common Stock. George Goudelias, in his capacity as CIO of Seix Investment Advisors, a division of Virtus Fixed Income Advisers, LLC has voting power and power to dispose shares as appointee collateral manager of each of the selling stockholders indicated.
(35)Palmer Square Capital Management LLC acts as the investment or collateral manager to the selling stockholder and has shared voting and investment power over the shares of Class A Common Stock. Palmer Square Capital Management LLC, Christopher D. Long and Angie K. Long may each be deemed the beneficial owner of the shares of Class A Common Stock held by such selling stockholder. Such persons, however, expressly disclaim any beneficial ownership of the shares of Class A Common Stock held by the applicable selling stockholder. Christopher D. Long and Angie K. Long each have a controlling interest in Palmer Square Capital Management LLC.
(36)Each of the selling stockholders indicated in the table is a Delaware limited liability company that has sole voting and investment power over the shares of Class A Common Stock. The managing advisor of each of the selling stockholders is MJX Asset Management LLC, which is ultimately controlled 50% each by Hans Christensen and Martin Davey.
(37)Each of the selling stockholders indicated is an affiliate of a broker-dealer. Neither it nor its broker-dealer affiliates received the shares of Class A Common Stock registered pursuant to this registration statement as underwriting compensation. In addition, the selling stockholders indicated have informed us that they each acquired the shares of Class A Common Stock in the ordinary course of its business and, at the time of the acquisition of the shares, such selling stockholders had no agreements or understandings, directly or indirectly, with any person to distribute the shares of Class A Common Stock.
14
PLAN OF DISTRIBUTION
We are registering shares of Class A Common Stock, issuable upon the conversion of the Series A Preferred Stock, including shares issuable upon the accrual of dividends that increase the stated value of the Series A Preferred Stock, for possible sale by the Selling Stockholders from time to time. We will not receive any proceeds from the sale by the Selling Stockholders. The aggregate proceeds to the Selling Stockholders will be the purchase price of the securities less any discounts and commissions borne by the Selling Stockholders.
The shares of Class A Common Stock beneficially owned by the Selling Stockholders covered by this prospectus may be offered and sold from time to time by the Selling Stockholders. The term “Selling Stockholders” includes donees, pledgees, transferees or other successors in interest that sell securities received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer.
The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. Each Selling Stockholder reserves the right to accept and, together with its respective agents, to reject, any proposed purchase of securities to be made directly or through agents. The Selling Stockholders and any of their permitted transferees may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at a fixed price or varying prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices.
The Selling Stockholders may sell their shares by one or more of, or a combination of, the following methods:
•purchases by a broker-dealer as principal and resale by such broker-dealer for its own account;
•ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•an exchange distribution in accordance with the rules of the NYSE or other applicable exchange;
•in distributions to employees, members, partners or shareholders;
•through trading plans entered into by the Selling Stockholders pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
•in short sales entered into after the date of this prospectus;
•agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share;
•in market transactions, including transactions on a national securities exchange, inter-dealer system of a registered national securities association, quotations service or over-the-counter market;
•in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made
•directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
•in privately negotiated transactions;
•in options transactions or the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•delayed delivery requirements;
•directly to one or more purchasers;
•by pledge to secure debts and other obligations;
15
•to or through agents;
•through a combination of any of the above methods of sale; or
•any other method permitted pursuant to applicable law.
In addition, a Selling Stockholder that is an entity may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
There can be no assurance that the Selling Stockholders will sell all or any of the securities offered by this prospectus. In addition, any shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus, subject to additional restrictions due to the Company’s former shell company status. The Selling Stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.
With respect to a particular offering of the securities held by the Selling Stockholders, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will set forth the following information:
•the specific securities to be offered and sold;
•the names of the Selling Stockholders;
•the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering;
•settlement of short sales entered into after the date of this prospectus;
•the names of any participating agents or broker-dealers, if not already named herein; and
•any applicable commissions, discounts, concessions and other items constituting compensation from the Selling Stockholders.
In connection with distributions of the shares or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of shares of Class A Common Stock in the course of hedging transactions, and broker-dealers or other financial institutions may engage in short sales of shares of Series A Preferred Stock and Class A Common Stock in the course of hedging the positions they assume with Selling Stockholders. The Selling Stockholders may also sell shares of Class A Common Stock short and redeliver the shares to close out such short positions. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In order to facilitate the offering of the securities, any underwriters, broker-dealers or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters, broker-dealers or agents, as the case may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the price of our securities, the underwriters, broker-dealers or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted
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to an underwriter or a broker-dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters, broker-dealers or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.
The Selling Stockholders may solicit offers to purchase the securities directly from, and may sell such securities directly to, institutional investors or others. In this case, no underwriters, broker-dealers or agents would be involved. The terms of any of those sales, including the terms of any bidding or auction process, if utilized, will be described in the applicable prospectus supplement.
It is possible that one or more underwriters, broker-dealers or agents may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities. Our shares of Class A Common Stock are currently listed on the NYSE under the symbol “SST”.
In effecting sales, broker-dealers or agents engaged by the Selling Stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders in amounts to be negotiated immediately prior to the sale.
Underwriters, broker-dealers or agents may facilitate the marketing of an offering online directly or through one of their affiliates. In those cases, prospective investors may view offering terms and a prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place orders online or through their financial advisors.
In offering the shares covered by this prospectus, the Selling Stockholders and any broker-dealers who execute sales for the Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any discounts, commissions, concessions or profit they earn on any resale of those securities may be underwriting discounts and commissions under the Securities Act.
Any underwriters, broker-dealers and agents may engage in transactions with us or the Selling Stockholders, may have banking, lending or other relationships with us or perform services for us or the Selling Stockholders, in the ordinary course of business.
In order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the shares of Class A Common Stock may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
The Selling Stockholders and any other persons participating in the sale or distribution of the securities will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the securities by, the Selling Stockholders or any other person, which limitations may affect the marketability of the shares.
We will make copies of this prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
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LEGAL MATTERS
Weil, Gotshal & Manges LLP, New York, New York, will pass upon the validity of the Class A Common Stock covered by this prospectus.
EXPERTS
The consolidated financial statements of System1, Inc. as of and for the year ended December 31, 2025, incorporated by reference in this Registration Statement on Form S-3 by reference to System1, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as set forth in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.
| SEC registration fee | $ | 1,285.12 | |||
| Printing expenses | $ | 7,500.00 | |||
| Legal fees and expenses | $ | 125,000.00 | |||
| Accounting fees and expenses | $ | 40,000.00 | |||
| Miscellaneous | $ | 214.88 | |||
| Total | $ | 174,000.00 | |||
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
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employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
Any underwriting agreement or distribution agreement that the registrant enters into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify the registrant, some or all of its directors and officers and its controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act of 1933, as amended.
Our Charter provides that we will have the power to provide rights to indemnification and advancement of expenses to our current and former officers, directors, employees and agents and to any person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Our Bylaws further provide that we will indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may be amended, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, or a Proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines, the Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding. With exceptions, we will be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.
Our Bylaws provide that we will have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of Company who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.
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Item 16. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-39331 | 3.1 | February 2, 2022 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-39331 | 3.1 | June 14, 2024 | ||||||||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-39331 | 3.1 | June 11, 2025 | ||||||||||||||||||||||||||||||||||
| 3.4 | 8-K | 001-39331 | 3.1 | March 1, 2023 | ||||||||||||||||||||||||||||||||||
| 3.5 | 8-K | 001-39331 | 3.1 | July 24, 2026 | ||||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||||||||
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, on August 4, 2026.
| System1 Inc. | |||||
| By: | /s/ Michael Blend | ||||
| Michael Blend | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
POWER OF ATTORNEY
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints Michael Blend and Tridivesh Kidambi, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement and any other registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
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| Signature | Title | Date | ||||||||||||
| /s/ Michael Blend | Chief Executive Officer, Director | August 4, 2026 | ||||||||||||
| Michael Blend | (Principal Executive Officer) | |||||||||||||
| /s/ Tridivesh Kidambi | Chief Financial Officer | August 4, 2026 | ||||||||||||
| Tridivesh Kidambi | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ John Civantos | Director | August 4, 2026 | ||||||||||||
| John Civantos | ||||||||||||||
| /s/ Caroline Horn | Director | August 4, 2026 | ||||||||||||
| Caroline Horn | ||||||||||||||
| /s/ Moujan Kazerani | Director | August 4, 2026 | ||||||||||||
| Moujan Kazerani | ||||||||||||||
| /s/ Tanmay Kumar | Director | August 4, 2026 | ||||||||||||
| Tanmay Kumar | ||||||||||||||
| /s/ Taryn Maidu | Director | August 4, 2026 | ||||||||||||
| Taryn Naidu | ||||||||||||||
| /s/ Charles Ursini | Director | August 4, 2026 | ||||||||||||
| Charles Ursini | ||||||||||||||
| /s/ Robert Sharp | Director | August 4, 2026 | ||||||||||||
| Robert Sharp | ||||||||||||||
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Exhibit 5.1
767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
August 4, 2026
System1, Inc.
4235 Redwood Avenue
Los Angeles, CA 90066
Ladies and Gentlemen:
We have acted as counsel to System1, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-3 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale by the selling stockholders named in the prospectus contained in the Registration Statement (the “Selling Stockholders”) from time to time of up to an aggregate of 5,287,321 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company issuable upon conversion of the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which includes shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock in respect of accrued PIK Dividends. Capitalized terms defined in the Registration Statement and used (but not otherwise defined) herein are used herein as so defined.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware, as amended by the Certificates of Amendment to Certificate of Incorporation of the Company, incorporated by reference as Exhibits 3.1, 3.2 and 3.3, respectively, to the Registration Statement; (ii) the Second Amended and Restated Bylaws of the Company, incorporated by reference as Exhibit 3.4 to the Registration Statement; (iii) the Certificate of Designation of Series A Preferred Stock of the Company filed with the Secretary of State of the State of Delaware, incorporated by reference as Exhibit 3.5 to the Registration Statement; (iv) the Registration Statement; (v) the prospectus contained within the Registration Statement; and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
We express no opinion to the extent that future issuances of securities of the Company, and/or anti-dilution adjustments to outstanding securities of the Company, including the Series A Preferred Shares and the Shares, may cause the Series A Preferred Shares to be convertible into more shares of Class A Common Stock than the number that then remain authorized but unissued. We have assumed that at or prior to the time of the delivery of any of the Shares, the Registration Statement will have been declared effective under the Act, and no stop orders suspending the Registration Statement’s effectiveness will have been issued and remain in effect.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued upon conversion of the Series A Preferred Stock in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 11, 2026, relating to the consolidated financial statements of System1, Inc. appearing in the Annual Report on Form 10-K of System1, Inc. for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Los Angeles, California
August 4, 2026
August 4, 2026