System1 (NYSE: SST) flagged by NYSE for market cap and equity shortfall

Rhea-AI Filing Summary

System1, Inc. reported that it received a noncompliance notice from the New York Stock Exchange after failing to meet minimum market capitalization and stockholders’ equity requirements. As of December 5, 2025, the company’s 30‑trading‑day average market capitalization was below $50 million, and its last reported stockholders’ equity as of September 30, 2025 was also below $50 million, triggering a violation of NYSE Section 802.01B.

System1 has an 18‑month period to cure these deficiencies, subject to NYSE approval of a business plan showing how it will regain compliance. The company plans to notify the NYSE by December 22, 2025 of its intent to submit this plan by January 22, 2026 and is evaluating available alternatives. System1 also issued a press release on December 12, 2025 disclosing the notice of noncompliance.

Positive

• None.

Negative

• NYSE noncompliance notice: System1’s 30‑day average market capitalization and last reported stockholders’ equity were each below $50 million, placing its NYSE listing at risk if not cured within the 18‑month period.

Insights

Equity market & listing standards analyst

System1 faces NYSE listing deficiency with 18 months to regain compliance.

System1, Inc. has fallen below the New York Stock Exchange’s continued listing standards because its 30‑day average market capitalization and its last reported stockholders’ equity were each under $50 million. This triggers Section 802.01B, which applies to companies whose size no longer meets the exchange’s minimum thresholds and can ultimately lead to delisting if not corrected.

The company has an 18‑month cure period, during which it must execute a NYSE‑approved business plan to restore market capitalization and/or equity above the required level. System1 plans to tell the NYSE by December 22, 2025 that it will submit this plan by January 22, 2026, and indicates it will consider all available alternatives. The actual impact on shareholders will depend on how the company addresses the deficiencies over this cure period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2025

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39331

92-3978051

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

4235 Redwood Avenue Los Angeles, California

90066

(Address of principal executive offices)

(Zip Code)

(310) 256-4882

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

SST

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Section 3 - Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 8, 2025 System1, Inc. (the "Company") received a letter from the New York Stock Exchange (the "NYSE") notifying the Company that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because as of December 5, 2025, the Company’s 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of September 30, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to NYSE's approval of the Company’s business plan to demonstrate its ability to regain compliance with such deficiencies within the 18-month cure period.

The Company will notify the NYSE by December 22, 2025, that it intends to submit a business plan by January 22, 2026, to cure the market capitalization and/or stockholder’s equity deficiencies in order to return to compliance with the NYSE's continued listing standards. The Company intends to consider all available alternatives to cure the listing compliance deficiencies identified by the NYSE.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

As required by Section 802.02 of the NYSE Listed Company Manual, the Company issued a press release on December 12, 2025, announcing that it had received the notice of noncompliance with the NYSE's continued listing standards. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press release of System1, Inc dated December 12, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

System1, Inc.

Date:

December 12, 2025

By:

/s/ Daniel J. Weinrot

Name:

Daniel J. Weinrot

Title:

General Counsel & Corporate Secretary

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FAQ

What did System1, Inc. (SST) announce regarding its NYSE listing?

System1 disclosed that it received a letter from the New York Stock Exchange stating it is not in compliance with Section 802.01B of the NYSE Listed Company Manual because both its 30‑day average market capitalization and its last reported stockholders’ equity were below $50 million.

Why is System1, Inc. out of compliance with NYSE continued listing standards?

As of December 5, 2025, System1’s 30 trading‑day average market capitalization was less than $50 million, and its last reported stockholders’ equity as of September 30, 2025 was also less than $50 million, violating NYSE Section 802.01B.

How long does System1, Inc. have to regain NYSE compliance?

System1 has an 18‑month period to cure its market capitalization and/or stockholders’ equity deficiencies, subject to NYSE approval of a business plan demonstrating its ability to regain compliance within that timeframe.

What steps is System1, Inc. planning to take to address the NYSE deficiency?

System1 will notify the NYSE by December 22, 2025 that it intends to submit a business plan by January 22, 2026 to cure the market capitalization and/or stockholders’ equity deficiencies, and states it will consider all available alternatives.

Did System1, Inc. issue a press release about the NYSE noncompliance notice?

Yes. As required by NYSE rules, System1 issued a press release on December 12, 2025 announcing that it had received the NYSE notice of noncompliance, and this press release is included as Exhibit 99.1.