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SYSTEM1, INC.
4235 Redwood Avenue
Los Angeles, CA 90066
July 3, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attn: Alexandra Barone
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Re: | | System1, Inc. |
| | Registration Statement on Form S-3, filed June 27, 2025 |
| | File No. 333-288380 |
Dear Ms. Barone:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, System1, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-288380) (the “Registration Statement”). The Company respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on July 8, 2025 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brent T. Epstein at (213) 891-8185.
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| | Very truly yours, |
| | |
| | SYSTEM1, INC. |
| | |
| | /s/ Tridivesh Kidambi |
| | Tridivesh Kidambi |
| | Chief Financial Officer |
cc: Michael Blend, System1, Inc.
Daniel Weinrot, System1, Inc.
Steven B. Stokdyk, Latham & Watkins LLP
Brent T. Epstein, Latham & Watkins LLP