---
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"
generated_at: "2026-06-10T00:54:38.469452+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# System1 obtains $2.5M term loan from co-founders' trusts and $10M secured facility from significant shareholder

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001805833-23-000164
- JSON: https://secwatch.observer/filing/0001805833-23-000164.json
- Plain text: https://secwatch.observer/filing/0001805833-23-000164.txt

## Key facts
- Debt Financings
  System1, Inc. incurred term loan of $2.5 million with Openmail2, LLC at SOFR plus 5.75% per annum maturing December 31, 2024.
  - Instrument: term loan
  - Principal: $2.5 million
  - Counterparty: Openmail2, LLC
  - Rate: SOFR plus 5.75% per annum
  - Maturity: December 31, 2024
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm
- Debt Financings
  System1, Inc. incurred term loan of $10.0 million with Onyx Asset Finance Limited at 8.5% per annum maturing October 6, 2024.
  - Instrument: term loan
  - Principal: $10.0 million
  - Counterparty: Onyx Asset Finance Limited
  - Rate: 8.5% per annum
  - Maturity: October 6, 2024
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm
- Material Agreements
  System1, Inc. entered into Secured Facility Agreement with Onyx Asset Finance Limited valued at $10.0 million (effective 2023-10-06).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Onyx Asset Finance Limited
  - Value: $10.0 million
  - Effective: 2023-10-06
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm
- Material Agreements
  System1, Inc. entered into Term Loan Note with Openmail2, LLC valued at $2.5 million (effective 2023-10-06).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Openmail2, LLC
  - Value: $2.5 million
  - Effective: 2023-10-06
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000164/0001805833-23-000164-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.