TREB Trebia Acquisition Corp

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 20, 2022, Trebia Acquisition Corp. (“Trebia”) held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”) to consider and vote on certain matters related to the previously announced, proposed business combination among Trebia, S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”) and the other parties thereto.

Holders of 44,486,171 Trebia ordinary shares were either present in person at the offices of Weil, Gotshal & Manges LLP or via the virtual meeting website, or represented by proxy at the Extraordinary General Meeting, representing 68.63% of the total number of shares of Trebia ordinary shares issued and outstanding as of November 22, 2021, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business at the meeting.

The proposals considered and voted on by Trebia shareholders at the Extraordinary General Meeting, which are described in more detail in the definitive proxy statement filed by Trebia with the Securities and Exchange Commission on December 23, 2021 (the “Proxy Statement”), and the final voting results for each matter are set forth below.

Proposal No. 1 - The Business Combination Proposal.

A proposal to approve Trebia’s entry into that certain Business Combination Agreement, dated as of June 28, 2021 and amended on November 30, 2021 and January 10, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Trebia, S1 Holdco, Orchid Merger Sub I, Inc., Orchid Merger Sub II, Inc., Protected and the other parties thereto. Pursuant to the Business Combination Agreement among other things, Trebia will be domesticated as a Delaware corporation and de-register as a Cayman Islands exempted company, upon which time, Trebia will enter into a series of business combination transactions (the “Business Combination”) which, following the consummation of the Business Combination, will result in each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of England and Wales and the current operating subsidiary of Protected, becoming subsidiaries of Trebia.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 2 - The NYSE Proposal.

A proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (i) the issuance of common stock of System1 (as defined below) in connection with the consummation of the transactions contemplated by the Business Combination Agreement and the other transaction agreements, (ii) all issuances of shares of common stock of System1 upon the conversion of shares of any other class of System1 common stock or the exchange of any units of S1 Holdco issued in connection with the Business Combination, and (iii) the issuance of restricted stock units of the post-closing company to Just Develop It Limited, a Protected equityholder, and Michael Blend, one of the founders of S1 Holdco.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 3 - The Domestication Proposal.

A proposal to approve that Trebia be domesticated as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), upon which Trebia will change its name to “System1, Inc.” (“System1”).

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The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as

Proposal No. 4 - The Charter Amendment Proposal.

A proposal to approve the amendment and restatement of the amended and restated memorandum and articles of association of Trebia (the “Trebia Organizational Documents”) by their deletion and replacement with the proposed certificate of incorporation of System1 (the “System1 Charter”) and the proposed bylaws of System1 (the “System1 Bylaws” and together with the System1 Charter, the “System1 Organizational Documents”), each effective upon the Domestication.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5 - The Non-Binding Governance Proposal.

Trebia shareholders approved the following proposals, on a non-binding advisory basis, with respect to certain governance provisions in the System1 Organizational Documents, presented separately in accordance with SEC requirements.

Proposal No. 5A. A proposal to authorize a change to the authorized capital stock of Trebia from (A) 400,000,000 Class A ordinary shares of Trebia, par value $0.0001 per share, 40,000,000 Class B ordinary shares of Trebia, par value $0.0001 per share, and 1,000,000 preferred shares of Trebia, par value $0.0001 per share, to (B) 500,000,000 shares of System1 class A common stock, par value $0.0001 per share, 25,000,000 shares of System1 class C common stock, par value $0.0001 per share, 2,000,000 shares of System1 class D common stock, par value $0.0001 per share, and 100,000 shares of System1 preferred stock, par value $0.0001.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5B. A proposal to permit changes to the ability of shareholders to vote and remove directors from the System1 board of directors.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5C. A proposal to approve the adoption of a majority voting requirement to approve a merger or other form of business combination, if such merger or business combination is approved by the System1 board of directors.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5D. A proposal to make the Delaware Court of Chancery serve as the exclusive forum (or, in the event that the Delaware Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) for any shareholder claims, including claims in the right of System1 that are based upon a violation of a duty by a current or former director, officer, employee or shareholder in such capacity, or as to which the DGCL confers jurisdiction upon the Delaware Court of Chancery.

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The System1 Bylaws will further provide that, unless System1 consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act of 1933.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5E. A proposal to permit action by System1 shareholders only at a duly called annual or special meeting of such shareholders.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 5F. A proposal to approve and authorize (A) changing the corporate name from “Trebia Acquisition Corp.” to “System1, Inc.”, (B) making System1’s corporate existence perpetual, and (C) removing certain provisions related to System1’s status as a blank check company.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 6 – Incentive Plan Proposal.

A proposal to approve and adopt the System1 2022 Incentive Award Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Proposal No. 7 - The Director Election Proposal.

A proposal to approve the election of eight director nominees listed below. As described in the Trebia Organizational Documents, prior to the consummation of Trebia’s initial Business Combination only the holders of Trebia Class B ordinary shares were entitled to vote on the Director Election Proposal.

The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:

Class I Nominees.

Dexter Fowler

Caroline Horn

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Jennifer Prince

Class II Nominees.

Moujan Kazerani

Frank R. Martire, Jr.

Christopher Phillips

Class III Nominees.

Michael Blend

William P. Foley, II

Proposal No. 8 - The Adjournment Proposal.

Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Extraordinary General Meeting to a later date, Proposal No. 8 - the proposal to adjourn the Extraordinary General Meeting, if necessary or appropriate, in certain circumstances, was not called to a vote.