System1, Inc. 10-Q

Item 5. Other Information None . Item 6. Exhibits Incorporated by Reference Filed or Furnished Herewith Exhibit No. Description Form File No. Exhibit Filing Date 2.1(a) Business Combination Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto. 8-K 001-39331 2.1 6/29/2021 2.1(b) Amendment No. 1 to the Business Combination Agreement, dated as of November 30, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto. S-4 333-260714 2.2 12/1/2021 2.1(c) Amendment No. 2 to the Business Combination Agreement, dated January 10, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto. 8-K 001-39331 10.1 1/20/2022 2.1(d) Amendment No. 3 to the Business Combination Agreement, dated January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto. 8-K 001-39331 10.1 1/26/2022 2.2 Share Purchase Agreement, dated November 30, 2023, by and among System1, Inc., Orchid Merger Sub II, LLC, Sonic Newco, LLC, JDI Antarctica Limited and JDI Antarctica Sub II Limited 8-K 001-39331 2.1 12/4/2023 3.1 Certificate of Incorporation of System1, Inc. 8-K 001-39331 3.1 2/2/2022 3.2 Second Amended and Restated Bylaws of System1, Inc. 8-K 001-39331 3.1 3/1/2023 3.3 Amendment to the System1, Inc. Certificate of Incorporation 8-K 001-39331 3.1 6/11/2024 4.1 Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. 8-K 001-39331 4.1 6/2/2020 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-39331 4.2 6/6/2023 10.1^ System1, Inc. 2022 Incentive Award Plan. 8-K 001-39331 10.2 2/2/2022 10.2# Credit and Guaranty Agreement, dated as of January 27, 2022, among Orchid Finco LLC, System1 Midco, LLC, Orchid Merger Sub II, LLC and the subsidiaries from time to time party thereto, S1 Holdco, LLC, Bank of America, N.A. and the lenders from time to time party thereto. 10-K 001-39331 10.7 6/6/2023 10.3 Registration Rights Agreement, dated January 27, 2022, by and among System1, Inc. and the other parties that are signatory thereto. S-1 333-262608 10.3 2/9/2022 10.4 Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein. 8-K 001-39331 10.2 6/22/2020 31.1* Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2* Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1** Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2** Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS* XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. ^ Indicates management contract or compensatory plan. # Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of any such schedules and exhibits to the SEC upon request. 26 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. System1 Inc. Date: May 6, 2025 By: /s/ Michael Blend Michael Blend Chief Executive Officer Date: May 6, 2025 By: /s/ Tridivesh Kidambi Tridivesh Kidambi Chief Financial Officer 27