2 unchanged sentences
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report.
−Removed: Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2024, due to the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in
−Removed: the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
2 unchanged sentences
In making this assessment, management used the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
−Removed: Based on this assessment, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024 because of the material weaknesses described below.
−Removed: We have identified material weaknesses in our internal control over financial reporting as of December 31, 2024 .
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The material weaknesses identified were as follows:
−Removed: • We did not design and maintain an effective control environment commensurate with our financial reporting requirements.
−Removed: Specifically, we lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately.
−Removed: Additionally, the limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.
−Removed: • We did not design and maintain effective controls in response to the risks of material misstatement.
−Removed: Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.
−Removed: These material weaknesses contributed to the following additional material weaknesses:
−Removed: • We did not design and maintain effective controls to timely analyze and record the financial statement effects from complex, non-routine transactions, including acquisitions, dispositions, equity commitments and post-combination compensation arrangements.
−Removed: Specifically, we did not design and maintain effective controls over the application of US GAAP to such transactions, and, as it relates to acquisitions, did not design and maintain effective controls over (i) the review of the inputs and assumptions used in the measurement of assets acquired and liabilities assumed, including discounted cash flow analysis to value acquired intangible assets at an appropriate level of precision, (ii) the tax impacts of acquisitions to the financial statements, and (iii) conforming of US GAAP and accounting policies of acquired entities to that of the Company.
−Removed: In addition, we did not design and maintain effective controls relating to the oversight and ongoing recording of the financial statement results of the acquired businesses.
−Removed: • We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over (i) the preparation and review of business performance reviews, account reconciliations journal entries, and identification of asset groups and (ii) maintaining appropriate segregation of duties.
−Removed: Additionally, we did not design and maintain controls over the classification and presentation of accounts and disclosures in the consolidated financial statements, including the statement of cash flows.
−Removed: This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm due to a transition period established by SEC rules and regulations for newly public companies.
−Removed: are not required to have, or to engage our independent registered public accounting firm to perform, an audit of the effectiveness of our internal controls over financial reporting for as long as we are an "emerging growth company" pursuant to the provisions of the JOBS Act.
−Removed: Remediation plan for the material weaknesses
−Removed: We are in the process of, and we are focused on, designing and implementing effective measures to improve our internal control over financial reporting and remediate the material weaknesses.
−Removed: Our remediation efforts to address the identified material weaknesses are ongoing.
−Removed: Our efforts include a number of actions:
−Removed: • Assessed the need of additional senior level accounting personnel with applicable technical accounting knowledge, training, and experience in accounting matters, and hired the appropriately skilled resources.
−Removed: • Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls ensuring segregation of duties;
−Removed: • Engaged an accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission;
−Removed: • Designing and implementing controls to address the financial reporting risks over the accounting for dispositions, acquisitions and other complex, non-routine transactions, including controls over the preparation and review of accounting memoranda addressing these matters, valuations and key assumptions utilized in the valuations, allocation of goodwill reporting units, tax impacts, and ongoing recording of the financial statement results of the acquired businesses;
−Removed: • Designing and implementing formal accounting policies with periodic reviews, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, business performance reviews, foreign exchange gains/losses for intercompany transactions, appropriate determination of asset groups for impairment consideration and classification and presentation of accounts and disclosures, including the statement of cash flows.
−Removed: We believe the measures described above will facilitate the remediation of the material weaknesses we have identified and will strengthen our internal control over financial reporting.
−Removed: We are committed to continuing to improve our internal control over financial reporting and will continue to review, optimize and enhance our processes, procedures and controls.
−Removed: As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, or in appropriate circumstances not complete, certain of the remediation measures described above.
−Removed: These material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: Therefore, these material weaknesses have not been remediated as of December 31, 2024 .
+Added: Based on this assessment, management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2025.
Changes in Internal Control over Financial Reporting
−Removed: Throughout the year ended December 31, 2024, the Company undertook remediation measures related to certain previously reported material weaknesses in internal control over financial reporting.
+Added: Throughout the year ended December 31, 2025, we undertook remediation measures related to previously reported material weaknesses in internal control over financial reporting.
We completed these remediation measures in the quarter ended December 31, 2025, including testing of the design and concluding on the operating effectiveness of the related controls.
Specifically, we undertook the following remediation measures:
−Removed: We enhanced the design of controls over accounting for accrued liabilities, stock-based compensation and equity transactions, including accounting for non-controlling interest.
−Removed: The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.
−Removed: We enhanced the design of controls over the accuracy and valuation of goodwill, including the identification and measurement of goodwill impairment.
−Removed: The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.
−Removed: We enhanced the design of controls over the accounting for warrants, including the impact of these instruments on earnings per share.
−Removed: The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.
−Removed: We enhanced the design of controls over all information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.
−Removed: The enhanced controls have operated for a sufficient period of time in order for management to conclude, through testing, that these controls are designed and operating effectively.
+Added: Assessed the need of additional senior level accounting personnel with applicable technical accounting knowledge, training, and experience in accounting matters, and hired the appropriately skilled resources.
+Added: We enhanced the design of controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls ensuring appropriate segregation of duties;
+Added: Engaged an accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission;
+Added: We enhanced the design of controls to address the financial reporting risks over the accounting for dispositions, acquisitions and other complex, non-routine transactions, including controls over the preparation and review of accounting memoranda addressing these matters, valuations and key assumptions utilized in the valuations, allocation of goodwill reporting units, tax impacts, and ongoing recording of the financial statement results of the acquired businesses;
+Added: We enhanced the design of formal accounting policies with periodic reviews, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, business performance reviews, foreign exchange gains/losses for intercompany transactions, appropriate determination of asset groups for impairment consideration and classification and presentation of accounts and disclosures, including the statement of cash flows.
Based on these procedures, we believe that the previously reported material weaknesses related to the above items have been remediated.
However, completion of remediation procedures for these material weaknesses does not provide assurance that our modified controls will continue to operate properly or that our financial statements will be free from error.
−Removed: We continue to undertake remediation measures related to the remaining material weaknesses disclosed in the Management’s Report on Internal Control over Financial Reporting section above.
Other than the changes disclosed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
−Removed: Rule 10b5-1 Trading Plans
−Removed: In the quarter ended December 31, 2023 , trusts established for the benefit of our co-founders' families each entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
−Removed: The trading plan entered into by the trust established for the benefit of our Chief Executive Officer provides for the purchase of an aggregate of $ 2.0 million worth of shares of our Class A common stock during the duration of the plan, which was to terminate on July 15, 2024 , subject to early termination for certain specified events set forth in the plan.
−Removed: The plan was terminated during the second quarter of 2024.
−Removed: The trading plan entered into by the trust established for the benefit of our Chief Operating Officer provides for the purchase of an aggregate of $ 3.0 million worth of shares of our Class A common stock during the duration of the plan, which was to terminate on July 15, 2024 , subject to early termination for certain specified events set forth in the plan.
−Removed: The plan was terminated according to the dates in the plan.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
17 unchanged sentences
Exhibits required to be filed as part of this report are:
−Removed: Incorporated by Reference Filed or Furnished Herewith
−Removed: Description Form File No.
−Removed: Exhibit Filing Date
−Removed: 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.
−Removed: 8-K 001-39331 2.1 6/29/2021
−Removed: 2.1(b) Amendment No.
+Added: Incorporated by Reference
+Added: Filed or Furnished Herewith
+Added: 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.
+Added: 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.
−Removed: S-4 333-260714 2.2 12/1/2021
−Removed: 2.1(c) Amendment No.
+Added: 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.
−Removed: 8-K 001-39331 10.1 1/20/2022
−Removed: 2.1(d) Amendment No.
+Added: 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.
−Removed: 8-K 001-39331 10.1 1/26/2022
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
−Removed: 8-K 001-39331 2.1 12/4/2023
Certificate of Incorporation of System1, Inc.
−Removed: 8-K 001-39331 3.1 2/2/2022
Second Amended and Restated Bylaws of System1, Inc.
−Removed: 8-K 001-39331 3.1 3/1/2023
Amendment to the System1, Inc.
Certificate of Incorporation
+Added: Amendment to the System1, Inc.
+Added: Certificate of Incorporation
Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp.
and Continental Stock Transfer & Trust Company, as warrant agent.
−Removed: 8-K 001-39331 4.1 6/2/2020
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: 10-K 001-39331 4.2 6/6/2023
System1, Inc.
2022 Incentive Award Plan
−Removed: 8-K 001-39331 10.2 2/20/2022
Conditional Consent, Waiver and Acknowledgement, dated as of August 30, 2022, by and among System1, Inc., Protected.net Group Limited and Just Develop It Limited.
−Removed: 8-K 001-39331 10.1 8/30/2022
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.
−Removed: 10-K 001-39331 10.7 6/6/2023
Registration Rights Agreement, dated January 27, 2022, by and among System1, Inc.
and the other parties that are signatory thereto.
−Removed: S-1 333-262608 10.3 2/9/2022
Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein.
−Removed: 8-K 001-39331 10.2 6/22/2020
Form of Indemnification Agreement and Advancement Agreement
−Removed: 8-K 001-39331 10.4 3/2/2022
Employment Agreement, dated as of June 15, 2023, between Tridivesh Kidambi and System1, LLC.
−Removed: 8-K 001-39331 10.1 6/22/2022
Form of Stockholders Agreement
−Removed: S-4/A 333-260714 10.3 12/16/2021
First Amendment to Conditional Consent, Waiver and Acknowledgement
−Removed: 10-K 001-39331 10.18
Second Amendment to Conditional Consent, Waiver and Acknowledgement, dated as of November 30, 2023, by and among System1, Inc., Total Security Limited, Just Develop It Limited, JDI Antarctica Limited and JDI Antarctica Sub II Limited
−Removed: 8-K 001-39331 10.1 12/4/2023
System1, Inc.
2 unchanged sentences
2024 Stock Appreciation Rights Plan
−Removed: Letter of PricewaterhouseCoopers LLP dated June 7, 2024
Insider Trading Policy
Subsidiaries of Registrant
−Removed: 23.1 Consent of PricewaterhouseCoopers LLP
Consent of Deloitte & Touche LLP
6 unchanged sentences
Policy for Recovery of Erroneously Awarded Compensation.
−Removed: 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.
−Removed: 101.SCH* XBRL Taxonomy Extension Schema Document.
−Removed: 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: 101.LAB* XBRL Taxonomy Extension Labels Linkbase Document.
−Removed: 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 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.
+Added: XBRL Taxonomy Extension Schema Document.
+Added: XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: XBRL Taxonomy Extension Labels Linkbase Document.
+Added: XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
7 unchanged sentences
SYSTEM1, INC.
−Removed: March 10, 2025 By:
+Added: March 11, 2026
/s/ Michael Blend
4 unchanged sentences
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
−Removed: Signature Title Date
−Removed: /s/ Michael Blend Chief Executive Officer, Director March 10, 2025
−Removed: Michael Blend (Principal Executive Officer)
−Removed: /s/ Tridivesh Kidambi Chief Financial Officer March 10, 2025
−Removed: Tridivesh Kidambi (Principal Financial and Accounting Officer)
−Removed: /s/ John Civantos Director March 10, 2025
+Added: /s/ Michael Blend
+Added: Chief Executive Officer, Director
+Added: March 11, 2026
+Added: Michael Blend
+Added: (Principal Executive Officer)
+Added: /s/ Tridivesh Kidambi
+Added: Chief Financial Officer
+Added: March 11, 2026
+Added: Tridivesh Kidambi
+Added: (Principal Financial and Accounting Officer)
+Added: /s/ John Civantos
+Added: March 11, 2026
John Civantos
−Removed: /s/ Dexter Fowler Director March 10, 2025
−Removed: Dexter Fowler
−Removed: /s/ Caroline Horn Director March 10, 2025
+Added: /s/ Caroline Horn
+Added: March 11, 2026
Caroline Horn
−Removed: /s/ Moujan Kazerani Director March 10, 2025
+Added: /s/ Moujan Kazerani
+Added: March 11, 2026
Moujan Kazerani
−Removed: /s/ Tanmay Kumar Director March 10, 2025
−Removed: Director March 10, 2025
+Added: /s/ Tanmay Kumar
+Added: March 11, 2026
/s/ Taryn Naidu
−Removed: Director March 10, 2025
−Removed: /s/ Jennifer Prince Director March 10, 2025
−Removed: Jennifer Prince
−Removed: /s/ Charles Ursini Director March 10, 2025
+Added: March 11, 2026
+Added: /s/ Charles Ursini
+Added: March 11, 2026
Charles Ursini
−Removed: /s/ Ryan Caswell
−Removed: Director March 10, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.