TREB Trebia Acquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 27, 2022

Trebia Acquisition Corp.

41 Madison Avenue, Suite 2020

New York, NY 10010

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Unless the context otherwise requires, “we,” “us,” “our,” “System1” and the “Company” refer to System1, Inc., a Delaware corporation (f/k/a Trebia Acquisition Corp., a Cayman Islands exempted company), and its consolidated subsidiaries following the closing of the Business Combination. Unless the context otherwise requires, references to “Trebia” refer to Trebia Acquisition Corp., prior to the closing of the Business Combination. All references herein to the “Board” refer to the board of directors of the Company.

The Company is filing this Form 8-K/A (this “Amendment No.3”) to further amend its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2022 and initially amended by Amendment No.1 to its Current Report on Form 8-K/A filed with the SEC on February 3, 2022 and Amendment No.2 to its Current Report on Form 8-K/A filed with the SEC on February 9, 2022 (as so amended, the “Original Form 8-K”), by: (i) amending certain disclosures under Item 2.01 of the Original Form 8-K to provide an update of developments at the Company or its subsidiaries, subsequent to the filing date of the Original Form 8-K; (ii) amending the financial statements provided under Item 9.01(a) in the Original Form 8-K to include: (A) the audited consolidated financial statements of S1 Holdco as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019; (B) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of S1 Holdco for the year ended December 31, 2021; (C) the audited consolidated financial statements of Protected UK as of and for the years ended December 31, 2021 and 2020; and (D) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Protected UK for the year ended December 31, 2021; (iii) amending the pro forma financial information provided under Item 9.01(b) in the Original Form 8-K to include the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021; and (iv) adding the exhibits included below under Item 9.01(d).

Except as expressly set forth herein, this Amendment No.3 does not amend, modify or update the disclosures contained in the Original Form 8-K. Terms used in this Amendment No.3 but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Original Form 8-K.

DIRECTORS AND EXECUTIVE OFFICERS

The information set forth in the section of the Form 10-K filed entitled “Directors, Executive Officers and Corporate Governance” beginning on page 53 is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information set forth in the section of the Form 10-K filed entitled “Executive Compensation” beginning on page 59 is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth in the section of the Form 10-K filed entitled “Certain Relationships and Related Transactions, and Director Independence Founder Shares” beginning on page 69 is incorporated herein by reference.

LEGAL PROCEEDINGS

The information set forth in the section of the Form 10-K filed entitled “Legal Proceedings” beginning on page 46 is incorporated herein by reference.

DESCRIPTION OF REGISTRANT’S SECURITIES

The information set forth in the section of the Form S-1/A entitled “Description of Capital Stock” beginning on page 139 is incorporated herein by reference.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The information set forth in the section of the Form S-1/A entitled “Description of Capital Stock—Anti-Takeover Effects of the System1 Charter, System1 Bylaws and Certain Provisions of Delaware Law—Limitations on Liability and Indemnification of Officers and Directors” beginning on page 148 and the section of Item 5.02 of the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2022 entitled “Directors and Officers Indemnification and Advancement Agreements” are each incorporated herein by reference.