System1, Inc. NYSE: SST

System1, Inc. became a public company in January 2022 through a business combination with Trebia Acquisition Corp., a special purpose acquisition company ("SPAC"). As part of that transaction, publicly traded warrants entitling holders to purchase System1 common stock at $11.50 per share were assumed by System1 and became exercisable under the terms of the governing warrant agreement.

The warrant agreement required that the shares underlying the warrants be registered under the federal securities laws before the warrants could be exercised for cash. Investors contended that System1's registration statement on Form S-4, declared effective by the SEC in December 2021, already registered the warrant shares, and that the warrants should therefore have been exercisable shortly after the business combination closed. System1 instead informed warrant holders that a separate Form S-1 registration was required, delaying the ability to exercise the warrants for several months.

Investors alleged that this delay forced them to take mitigating action, including selling or otherwise disposing of their warrants at a loss, causing significant financial harm.

The firm, working in association with co-counsel, represented affected investors in pursuing claims arising from this dispute and achieved a successful recovery on their behalf.