September 20, 2024

Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066

       Re: System1, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2023
           File No. 001-39331
Dear Michael Blend:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 139

1.     We note you have checked the box stating that your filing contains error
corrections to
       previously issued financial statements that required a recovery analysis
of incentive-based
       compensation received by your executive officers. However, we do not
note any
       disclosure related to your recovery analysis. Please provide the
information required by
       Item 402(w) of Regulation S-K.




        We remind you that the company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.

       Please contact Tyler Howes at 202-551-3370 or James Lopez at
202-551-3536 with any
questions.
 September 20, 2024
Page 2



                                Sincerely,

                                Division of Corporation Finance
                                Office of Finance
cc:   Steven B. Stokdyk, Esq.