[S-8] System1, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

System1, Inc. (SST) has filed a Form S-8 on 27 June 2025 to register an additional 1,912,500 shares of its Class A common stock for issuance under the company’s 2022 Incentive Award Plan, as amended and approved by shareholders on 10 June 2025.

The company is classified as a non-accelerated filer, smaller reporting company and emerging growth company. The filing incorporates previous S-8 registrations (Nos. 333-264522, 333-276032, 333-280365 and 333-286698) by reference and includes customary exhibits such as legal opinions and auditor consents. No financial results or major transactions are disclosed; the document strictly increases the pool of shares available for employee equity compensation.

Positive

• Enhanced ability to attract and retain talent through a larger equity compensation pool under the 2022 Incentive Award Plan.

Negative

• Potential shareholder dilution if the newly registered 1,912,500 shares are issued and vest in the future.

Insights

Equity Compensation Analyst

TL;DR — Routine S-8 adds 1.9 M shares to System1’s employee plan; limited immediate market impact.

The filing simply expands the share reserve of the 2022 Incentive Award Plan. Such registrations are standard housekeeping and do not, by themselves, issue shares or raise capital. Potential dilution is modest at roughly 1.9 million shares versus the total outstanding base (not quantified here), and timing of actual issuance depends on future grants. The move supports talent retention but carries the usual dilution risk once awards vest. Overall, I view the development as operationally positive yet financially neutral for near-term investors.

As filed with the Securities and Exchange Commission on June 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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 No.)

4235 Redwood Avenue

Los Angeles, California 90066

(Address of Principal Executive Offices) (Zip Code)

System1, Inc. 2022 Incentive Award Plan

(Full title of the plan)

Daniel Weinrot

General Counsel & Corporate Secretary

4235 Redwood Avenue

Los Angeles, California 90066

(Name and address for agent for service)

(310) 924-6037

(Telephone number, including area code, of agent for service)

Copies to:

Steven B. Stokdyk, Esq.

Brent T. Epstein, Esq.

Latham & Watkins LLP

10250 Constellation Blvd, Suite 1100

Los Angeles, California 90067

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note:

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) by System1, Inc., a Delaware corporation (the “Registrant”), to register an additional 1,912,500 shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which became available for issuance under the System 1, Inc. 2022 Incentive Award Plan, as amended by that certain First Amendment to the System1, Inc. 2022 Incentive Award Plan (as amended, the “2022 Plan”), which was approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders on June 10, 2025. The additional shares of Class A Common Stock registered hereby pursuant to the 2022 Plan are of the same class as other securities relating to the 2022 Plan for which Registration Statements on Form S-8 (Nos. 333-264522, 333-276032, 333-280365, and 333-286698) are effective (collectively, the “Prior Registration Statements”).

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

References in this Registration Statement to “we,” “us,” “our,” and the “Company,” or similar references, refer to the Registrant unless otherwise stated or the context otherwise requires.

Item 3. Incorporation of Documents by Reference.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. The following documents, which have been filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a)			The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025, as amended by Amendment No. 1 thereto filed with the SEC on April 25, 2025 (File No. 001-39331);
(b)			The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025 (File No. 001-39331);
(c)			The Company’s Current Reports on Form 8-K filed with the Commission on January 10, 2025, April 7, 2025, April 18, 2025, April 29, 2025, May 23, 2025, June 10, 2025 and June 11, 2025 (other than the information furnished under Item 7.01 and Exhibit 99.1) (File No. 001-39331); and
(d)			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, 2024, filed with the Commission on March 10, 2025 (File No. 001-39331), including any amendments or reports filed for purposes of updating such description.

All reports and other documents subsequently filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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 expressly provides to the contrary.

Item 8. Exhibits

The following are the exhibits required by Item 601 of Regulation S-K:

Exhibit

Incorporated by Reference

Filed or Furnished

Number

Description

Form

File No.

Exhibit

Filing Date

Herewith

4.1

Certificate of Incorporation of System1, Inc.

8-K

001-39331

3.1

February 2, 2022

4.2

Certificate of Amendment to Certificate of Incorporation of System1, Inc.

8-K

001-39331

3.1

June 14, 2024

4.3

Certificate of Amendment to Certificate of Incorporation of System1, Inc.

8-K

001-39331

3.1

June 11, 2025

4.4

Second Amended and Restated Bylaws of System1, Inc.

8-K

001-39331

3.1

March 1, 2023

4.5

Description of System1, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10-K

001-39331

4.2

June 6, 2023

5.1

Opinion of Latham & Watkins LLP.

X

23.1

Consent of Deloitte & Touche LLP.

X

23.2

Consent of PricewaterhouseCoopers LLP.

X

23.3

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

X

99.1

System1, Inc. 2022 Incentive Award Plan.

8-K

001-39331

10.2

February 2, 2022

99.2

First Amendment to System1, Inc. 2022 Incentive Award Plan.

8-K

001-39331

10.1

June 10, 2025

107

Filing Fee Table.

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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, State of California, on June 27, 2025.

System1, Inc.

By: /s/ Michael Blend

Name: Michael Blend

Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Michael Blend and Tridivesh Kidambi, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature			Title			Date
/s/ Michael Blend      Michael Blend			Chief Executive Officer and Chairman (Principal Executive Officer)			June 27, 2025
/s/ Tridivesh Kidambi     Tridivesh Kidambi			Chief Financial Officer (Principal Financial and Accounting Officer)			June 27, 2025
/s/ Ryan Caswell          Ryan Caswell			Director			June 27, 2025
/s/ John Civantos         John Civantos			Director			June 27, 2025
/s/ Caroline Horn          Caroline Horn			Director			June 27, 2025
/s/ Moujan Kazerani      Moujan Kazerani			Director			June 27, 2025
/s/ Tanmay Kumar      Tanmay Kumar			Director			June 27, 2025
/s/ Frank R. Martire, Jr.      Frank R. Martire, Jr.			Director			June 27, 2025
/s/ Taryn Naidu          Taryn Naidu			Director			June 27, 2025
/s/ Charles Ursini         Charles Ursini			Director			June 27, 2025

FAQ

Why did System1 (SST) file a Form S-8 on 27 June 2025?

To register 1,912,500 additional Class A shares for issuance under its amended 2022 Incentive Award Plan.

How many shares are being registered under the new S-8?

The filing covers 1,912,500 shares of Class A common stock.

Does the S-8 filing immediately dilute existing shareholders of SST?

No. Shares are only issued as awards are granted and vest, so dilution occurs over time, not upon filing.

When was the amendment to the 2022 Incentive Award Plan approved?

Shareholders approved the amendment on 10 June 2025.

What filer status does System1 report in the S-8?

System1 identifies as a non-accelerated filer, smaller reporting company, and emerging growth company.