System1, Inc. (SST): debt financing — System1 subsidiary issues $5.2M promissory note to insider Marc Mezzacca, converting M&A holdback into loan

System1, Inc.

Principal $5.16M; interest at SOFR + 3.15%; four equal amortization payments of ~$1.3M from Apr to Jul 2024.
Issued to Marc Mezzacca, CouponFollow GM, substituting holdback from NextGen Shopping merger.
12% closing fee ($618,778) payable in two installments on Oct 15 and Dec 15, 2023.
Matures Jul 1, 2024; mandatory prepayment on change of control, asset sales >$2.5M, or refinancing of existing credit.
CouponFollow Incentive Plan amended in connection with this note.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

System1, Inc. incurred loan of $5.2 million with Marc Mezzacca at Secured Overnight Financing Rate ("SOFR") as administered by the Federal Reserve.

Instrument: loan
Principal: $5.2 million
Counterparty: Marc Mezzacca
Rate: Secured Overnight Financing Rate ("SOFR") as administered by the Federal Reserve
Event: incurrence

Exact text from the filing

System1 entered into a $5.2 million Senior Unsecured Promissory Note with the Lender party thereto.

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System1, Inc. filing history →

Source: SEC EDGAR

accession 0001805833-23-000162

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