{"schema_version":"secwatch.filing_event.v1","accession":"0001805833-23-000164","form_type":"8-K","ticker":"SST","cik":"0001805833","company_name":"System1, Inc.","filed_at":"2023-10-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:30.553351+00:00","generated_at":"2026-06-10T00:54:38.469452+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"System1 obtains $2.5M term loan from co-founders' trusts and $10M secured facility from significant shareholder","bullets":["Term loan of $2.5M from Openmail2, LLC (co-founders' trusts) at SOFR + 5.75%, maturity Dec 31, 2024, with 10% closing fee.","Secured facility of $10M from Onyx Asset Finance (subsidiary of significant shareholder) at 8.5% interest, due Oct 6, 2024, with 12% closing fee.","Both transactions approved by the independent members of the Board due to related-party nature.","Proceeds used for working capital and general corporate purposes."],"urls":{"canonical":"https://secwatch.observer/filing/0001805833-23-000164","json":"https://secwatch.observer/filing/0001805833-23-000164.json","markdown":"https://secwatch.observer/filing/0001805833-23-000164.md","text":"https://secwatch.observer/filing/0001805833-23-000164.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/sst-20231006.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T00:54:38.469452+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4eff8688b4efda8af03aad0511ac642b708449c7","claim":"System1, Inc. incurred term loan of $2.5 million with Openmail2, LLC at SOFR plus 5.75% per annum maturing December 31, 2024.","evidence_excerpt":"On October 6, 2023, Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of System1, Inc. (the “Company”), entered into a $2.5 million Term Loan Note (the “Term Note”) with Openmail2, LLC, a Delaware limited liability company (“OM2” or the “Term Lender”), which is principally owned and managed by trusts established for the benefit of the Company’s co-founders, Michael Blend and Charles Ursini, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$2.5 million"},{"label":"Counterparty","value":"Openmail2, LLC"},{"label":"Rate","value":"SOFR plus 5.75% per annum"},{"label":"Maturity","value":"December 31, 2024"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"84812266011727f8688b0c52f5db83e161ceb2fe","claim":"System1, Inc. incurred term loan of $10.0 million with Onyx Asset Finance Limited at 8.5% per annum maturing October 6, 2024.","evidence_excerpt":"On October 6, 2023, Total Security Limited (“Total Security”), an indirect wholly-owned subsidiary of the Company, entered into a Secured Facility Agreement providing for a $10.0 million term loan (the “Secured Facility”) with Onyx Asset Finance Limited, a company organized under the laws of England & Wales (“Onyx” or the “Secured Lender”) and a subsidiary of Just Develop It Limited, one of the Company’s significant shareholders, in a private transaction approved by the independent and non-interested members of the Company’s Board.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$10.0 million"},{"label":"Counterparty","value":"Onyx Asset Finance Limited"},{"label":"Rate","value":"8.5% per annum"},{"label":"Maturity","value":"October 6, 2024"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"06aca46aa5a806cb9cf87f258fb03671483ba6fa","claim":"System1, Inc. entered into Secured Facility Agreement with Onyx Asset Finance Limited valued at $10.0 million (effective 2023-10-06).","evidence_excerpt":"Total Security Limited (“Total Security”), an indirect wholly-owned subsidiary of the Company, entered into a Secured Facility Agreement providing for a $10.0 million term loan (the “Secured Facility”) with Onyx Asset Finance Limited, a company organized under the laws of England & Wales (“Onyx” or the “Secured Lender”) and a subsidiary of Just Develop It Limited, one of the Company’s significant shareholders, in a private transaction approved by the independent and non-interested members of the Company’s Board.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Onyx Asset Finance Limited"},{"label":"Value","value":"$10.0 million"},{"label":"Effective","value":"2023-10-06"}],"fact_type":"material_agreement"},{"claim_id":"5c40c6ea87c0a29215938000caa68759fc4a0825","claim":"System1, Inc. entered into Term Loan Note with Openmail2, LLC valued at $2.5 million (effective 2023-10-06).","evidence_excerpt":"Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of System1, Inc. (the “Company”), entered into a $2.5 million Term Loan Note (the “Term Note”) with Openmail2, LLC, a Delaware limited liability company (“OM2” or the “Term Lender”), which is principally owned and managed by trusts established for the benefit of the Company’s co-founders, Michael Blend and Charles Ursini, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Openmail2, LLC"},{"label":"Value","value":"$2.5 million"},{"label":"Effective","value":"2023-10-06"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}