TREB Trebia Acquisition Corp

CUSIP No. 87200P109

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CUSIP No. 87200P109

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CUSIP No. 87200P109

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The class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock, $0.001 par value (“Class A Common Stock”) of System1, Inc. (formerly known as Trebia Acquisition Corp.), a Delaware corporation (the “Issuer” or “System1”). The address of the principal executive offices of the Issuer is 4235 Redwood Avenue, Marina Del Rey, CA 90066. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managing members and each other person controlling J&A and JDIL (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.

Item 3. Source and Amount of Funds or Other Consideration

The securities reported herein as being beneficially owned by the Reporting Persons were issued or otherwise acquired in connection with the completion of the business combination (the “Business Combination”) on January 27, 2022 (the “Closing Date”) as contemplated by that certain Business Combination Agreement, dated as of June 28, 2021, as amended on November 30, 2021, January 10, 2022 and January 25, 2022, by and among Trebia Acquisition Corp. (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with S1 Holdco, the “Companies” or “Old System1”), and the other parties signatory thereto (as it may be amended and/or restated from time to time, the “Business Combination Agreement”).

Prior to the consummation of the transactions contemplated by the Business Combination Agreement: (a) each of Just Develop It Limited and the other shareholders (the “Minority Stockholders” and, together with JDIL, the “Exchanging UK Holders”) of Protected.net Group Limited (“Protected UK”) exchanged all of their shares of Protected UK for shares of common stock of Protected (the “Protected UK Share Exchange”); and (b) following the Protected UK Share Exchange, the Exchanging UK Holders (other than Lone Star Friends Trust) contributed all of the shares of common stock of Protected received by the Exchanging UK Holders pursuant to the Protected UK Share Exchange to J&A in exchange for ordinary shares of J&A (the “J&A Exchange”).

Upon the consummation of the merger of Protected with and into Orchid Merger Sub I, Inc. at the closing of the transactions contemplated in the Business Combination Agreement, J&A received, in respect of the cancellation of 6,832,811 shares of common stock of Protected held by J&A, $105,266,634 in cash and 28,650,499 shares of Class A Common Stock of the Issuer.

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Additionally, in connection with the Business Combination, the Issuer issued 725,000 RSUs to JDIL, which vest upon the occurrence of: (a) the first trading day on which the volume weighted average price of the Company’s Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or (b) a Change of Control in which the valuation of the Company’s Class A Common Stock is equal to or in excess of $12.50 per share, in each case during the five-year period following the closing of the Business Combination. The terms of the RSUs are more fully described in Item 6 incorporated by reference herein.

Additionally, in connection with the Business Combination, JDIL entered in a warrant transfer agreement, dated as of the Closing Date, with BGPT Trebia, LP (the “BGPT Sponsor”), pursuant to which JDIL acquired 500,000 Warrants covering 500,000 shares of Class A Common Stock for an aggregate purchase price of $750,000, at an exercise price of $11.50 per share. The Warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing Date, subject to satisfaction of certain conditions. The terms of the Warrants are more fully described in Item 6 incorporated by reference herein.

The funds used by JDIL to acquire the Warrants were obtained from working capital.

The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the securities beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection with the Business Combination.

J&A intends to transfer all of its shares of Class A Common Stock to the shareholders of J&A. In connection with such transfer, JDIL, the controlling shareholder of J&A, will receive 19,508,187 shares of Class A Common Stock. Following such transfer, (a) J&A will no longer beneficially own any shares of Class A Common Stock, and (b) JDIL will beneficially own (shared voting and dispositive power) 20,733,187 shares of Class A Common Stock, and Christopher Phillips will indirectly beneficially own (shared voting and dispositive power) 20,733,187 shares of Class A Common Stock based on his control of JDIL, and the Reporting Persons’ aggregate beneficial ownership percentage will be approximately 25.0% of the outstanding shares of Class A Common Stock (based on 81,696,614 shares of Class A Common Stock outstanding as of January 27, 2022, plus 725,000 shares of Class A Common Stock issuable upon the vesting of 725,000 RSUs held by JDIL and 500,000 shares of Class A Common Stock issuable upon the exercise of 500,000 Warrants held by JDIL).

Further, subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.

Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

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Mr. Phillips is currently a member of the Board of the Issuer. In such capacity, Mr. Phillips may have influence over the corporate activities of the Issuer and may engage in communications with the Issuer’s other directors, members of management, stockholders and third parties regarding the corporate governance, business, operations, strategy or future plans (including proposed corporate transactions of a significant nature) of the Issuer, including any plans or proposals which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

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Registration Rights Agreement

On January 27, 2022, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, System1, the BGPT Sponsor, Trasimene Trebia, LP (the “Trasimene Sponsor” and, together with the BGPT Sponsor, the “Sponsors”), JDIL and the other parties thereto, entered into the Registration Rights Agreement (the “Registration Rights Agreement”), which rights therein include the securities of the Reporting Persons reported herein. Pursuant to the terms of the Registration Rights Agreement, the Issuer will be obligated to file a registration statement to register the resale of all Issuer Common Stock held the parties thereto. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the parties of the Registration Rights Agreement may demand at any time or from time to time, that the Issuer file a registration statement on Form S-1 or Form S-3 to register certain shares of the Issuer Common Stock held by or otherwise issuable to such parties of the Registration Rights Agreement. The Registration Rights Agreement also provides the parties of the Registration Rights Agreement with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Bylaws

In connection with the Business Combination the Issuer adopted its Bylaws, which, subject to certain exceptions, restrict the former equityholders of Old System1 who received Class A Common Stock of the Issuer in connection with the consummation of the Business Combination, including J&A, from transferring any securities in System1 received as consideration in connection with the Business Combination, including any earnout shares. Such restrictions began on the Closing Date and end on the earlier of (a) the date that is 180 days after the Closing Date, and (b) the day after the date which is 150 days after the Closing Date that the volume-weighted average price of the Class A Common Stock reaches a price of at least $12.00 per share for twenty out of the thirty consecutive trading days.

The foregoing description of the terms of the Registration Rights Agreement and the Bylaws is intended as a summary only and is qualified in its entirety by reference to the Registration Rights Agreement and Bylaws, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

The information provided in Items 3, 4 and 5 is hereby incorporated by reference herein.

Warrant Agreement

Pursuant to the Warrant Agreement, each Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to the satisfaction of any applicable conditions. Only a whole Warrant may be exercised at a given time by a warrant holder. A holder of Warrants will not be able to exercise any fraction of a Warrant. The Issuer is not obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant, and will have no obligation to settle such warrant exercise, unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Issuer satisfying its obligations described below with respect to registration, or a valid exemption from registration being available. No warrant will be exercisable and System1 will not be obligated to issue a share of System1 Class A Common Stock upon exercise of a warrant unless the System1 Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will System1 be required to net cash settle any warrant.

RSUs

In connection with the Business Combination, the Issuer issued that certain Restricted Stock Unit Grant Notice and Award Agreement dated as of the Closing Date (the “RSU Grant Notice”) to JDIL. Pursuant to the RSU Grant Notice, each RSU will vest and become payable (in shares of the Issuer’s Class A Common Stock) only if a “Class D Conversion Event” occurs on or prior to the fifth anniversary of the Closing Date. A Class D Conversion Event will occur on the earlier of: (a) the first day on which the volume weighted average price of the Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty New York Stock Exchange trading days within a period of thirty consecutive New York Stock Exchange trading days; or (b) a change of control of the Issuer if the valuation of Class A Common Stock in such change of control equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

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For purposes of the RSUs, a “change of control” means (and shall occur upon) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter pursuant to an offering), of our voting securities if, after such transfer or acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of our outstanding voting securities.

If a Class D Conversion Event does not occur on or prior to the fifth anniversary of the Closing Date, then the RSUs will be forfeited, and no shares or other payments will be delivered in respect of the RSUs.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ and Listed Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2022

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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SCHEDULE I

Directors of JDI & AFH Limited and Just Develop It Limited

Christopher Stephen Phillips

c/o JDI & AFH Limited

c/o Just Develop It Limited

Principal Office: Larch House Parklands Business Park Denmead, Hampshire PO7 6XP, United Kingdom

Occupation: Venture Capital Investment

Citizenship: United Kingdom

Nicholas Baker

c/o JDI & AFH Limited

c/o Just Develop It Limited

Principal Office: Larch House Parklands Business Park Denmead, Hampshire PO7 6XP, United Kingdom

Occupation: Venture Capital Investment

Citizenship: United Kingdom

Executive Officers of Just Develop It Limited

Christopher Stephen Phillips

c/o Just Develop It Limited

Principal Office: Larch House Parklands Business Park Denmead, Hampshire PO7 6XP, United Kingdom

Occupation: Venture Capital Investment

Citizenship: United Kingdom

Nicholas Baker

c/o Just Develop It Limited

Principal Office: Larch House Parklands Business Park Denmead, Hampshire PO7 6XP, United Kingdom

Occupation: Venture Capital Investment

Citizenship: United Kingdom

There are no executive officers of JDI & AFH Limited.

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Exhibit(s):

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