Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.8
Christopher Phillips resigned as Director at System1, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
the Phillips Resignation
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
System1, Inc. completed a disposition involving entities affiliated with Avance Investment Management, LLC and Just Develop It Limited for $240 million in cash, the return and subsequent cancellation of approximately 29 million shares of the Company's Class A common stock, and confirmation that cer (closed 2023-11-30).
- Action
- disposition
- Counterparty
- entities affiliated with Avance Investment Management, LLC and Just Develop It Limited
- Consideration
- $240 million in cash, the return and subsequent cancellation of approximately 29 million shares of the Company's Class A common stock, and confirmation that cer
- Closing
- 2023-11-30
Exact text from the filing
Purchasing Parties acquired all of the outstanding preference and ordinary shares of Total Security (the “Total Security Disposition”) for total consideration comprised of: (a) $240 million in cash, subject to certain adjustments set forth therein, (b) the return and subsequent cancellation of approximately 29 million shares of the Company’s Class A common stock,
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
System1, Inc. entered into Share Purchase Agreement with JDI Antarctica Limited and JDI Antarctica Sub II Limited (the "Purchasing Parties") and entities affiliated with Avance Investment Management, LLC and Just Develop It Limited (the "Sponsor Parties") valued at $240 million in cash, subject to certain adjustments, and the return and subsequent cancellation of (effective 2023-11-30).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- JDI Antarctica Limited and JDI Antarctica Sub II Limited (the "Purchasing Parties") and entities affiliated with Avance Investment Management, LLC and Just Develop It Limited (the "Sponsor Parties")
- Value
- $240 million in cash, subject to certain adjustments, and the return and subsequent cancellation of
- Effective
- 2023-11-30
Exact text from the filing
pursuant to the terms of a share purchase agreement executed by and among the Company, Orchid Merger Sub II, LLC ("Orchid"), Sonic Newco, LLC ("Sonic" and, together with the Company and Orchid, the "Selling Parties"), JDI Antarctica Limited ("JDI Antarctica") and JDI Antarctica Sub II Limited ("JDI Sub" and, together with JDI Antarctica, the "Purchasing Parties") on November 30, 2023 (the "Share Purchase Agreement")
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