What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-04-02 · 178 added, 777 removed, 5 unchanged (99% of the section changed)

Introductory Note

The following describes the business of

Trebia Acquisition Corp.

Except where otherwise noted, all references to “we,”

“us,”

“our,”

“TREB,”

or the “Company,”

are to Trebia Acquisition Corp.

The following describes the business of System1, Inc.

Except where otherwise noted, all references to “we,” “us,” “our,” “SST,” or the “Company,” are to System1, Inc.

Description of Business

The Company is a newly incorporated blank

check company incorporated as a Cayman Islands exempted company on February 11, 2020.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (“Business Combination”

or referred to throughout this Annual Report on Form 10-K

(“Report”) as our initial business combination).

Although the Company is not limited to a particular industry

or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements

the Sponsors' (as defined below) and management team's background in financial services, technology, software, data, analytics,

services and related areas.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all

of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company

had not commenced any operations.

All activity for the period from February 11, 2020 (inception) through December 31,

2020 relates to the Company’s formation, our initial public offering (“Initial Public Offering”

or "IPO"),

which is described below, and identifying a target company for a Business Combination.

The Company will not generate any operating

revenues unless and until completion of a Business Combination, at the earliest.

The Company generates non-operating income in

the form of interest income from the proceeds derived from the Initial Public Offering.

On February 18, 2020, the Sponsors purchased 10,781,250

of the Company's Class B ordinary shares (the "Founder Shares") for an aggregate purchase price of $25,000.

2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder

All share and per-share amounts have been retroactively restated to reflect the share dividend.

The Founder Shares included

an aggregate of up to 1,687,500 shares subject to forfeiture by the Sponsors to the extent that the underwriters' over-allotment

was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company's issued

and outstanding shares upon the completion of the Initial Public Offering.

As a result of the underwriters’

election to fully

exercise their over-allotment option, 1,687,500 Founder Shares are no longer subject to forfeiture.

The registration statements for the Company’s

Initial Public Offering became effective on June 16, 2020.

On June 19, 2020, the Company consummated the Initial Public

Offering of 51,750,000 units (the “Units”

and, with respect to the Class A ordinary shares included in the Units

sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase

an additional 6,750,000 Units, at $10.00 per Unit, generating gross proceeds of $517,500,000 which is described in Note 3.

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 8,233,334 warrants (the “Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Trebia, LP, an affiliate of Trasimene

Capital Management, LLC, and BGPT Trebia LP, an affiliate of Bridgeport Partners LLC (collectively the "Sponsors"),

generating gross proceeds of $12,350,000, which is described in Note 4.

Transaction costs amounted to $29,241,089, consisting

of $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting fees and $778,589 of other offering costs.

In addition, at December

31, 2020, cash of $843,643 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses

and for working capital purposes.

Following the closing of the Initial Public

Offering on June 19, 2020, an amount of $517,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the

Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”)

located in the United States and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself

out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the

"Investment Company Act"), as determined by the Company, until the earlier of:

(i) the completion of a Business

Combination and (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below.

Company Common Stock and Warrants trade

on the New York Stock Exchange (“NYSE”) under the symbols “TREB”

and “TREB.WS,”

respectively.

Those Units not separated continue to trade on the NYSE under the symbol “TREB.U.”

The Company’s management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

Under applicable rules of the NYSE, the Company must complete its initial Business Combination with one or more

target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding

any deferred underwriting commissions and taxes payable on the interest earned in the Trust Account) at the time the Company signs

a definitive agreement in connection with a Business Combination.

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or

otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment

company under the Investment Company Act of 1940.

There is no assurance that the Company will be able to successfully effect a

Business Combination.

Our goal is to collaborate with a company

that already is a fundamentally sound company.

Trebia Acquisition Corp.

will seek to work with a potential acquisition candidate

to access the capital markets, attract top-tier management talent and execute a proprietary value-creation business plan helping

the company continue to grow into the next phase of its life cycle.

Trebia Acquisition Corp.

intends to employ a fundamental, value-oriented

acquisition framework that seeks a target with the potential for significant equity value creation coupled with strong downside

protection from dependable cash flows and a durable business franchise.

we may pursue targets in any industry, we intend to focus on industries that complement our sponsors' background in financial services,

technology, software, data, analytics, services and related areas.

Our acquisition strategy will leverage Trasimene Capital's (“Trasimene”)

and Bridgeport Partners' (“Bridgeport”) network of proprietary deal sourcing where we believe a combination of industry research

and lending relationships will provide us with a number of business combination opportunities.

Additionally, we expect that relationships

cultivated from years of transaction experience with management teams of public and private companies, investment bankers, restructuring

advisers, attorneys and accountants will provide potential opportunities for Trebia Acquisition Corp.

Our business strategy is to identify

and complete our initial business combination, with a company that complements the experience of our sponsors and can benefit from their

operational expertise.

Our selection process will leverage our sponsors' broad and deep relationship network, unique industry experiences

and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities.

This network has been developed through

our sponsors' extensive experience and demonstrated success in both investing in and operating businesses across a variety of industries,

developing a distinctive combination of capabilities including:

a track record of building industry-leading

companies and proven ability to deliver shareholder value over an extended time period with above-market-average investment returns

that are multiples greater than comparable benchmarks;

a prolific acquisition history, having completed

in excess of 100 transactions that have in sum contributed to such companies' financial results and strategic position.

This acquisition

history has been executed using an established proprietary deal sourcing and differentiated transaction execution/structuring capabilities;

experience deploying a unique and broad value

creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency

by consistently exceeding synergy targets;

an extensive history of accessing the capital

markets across various business cycles, including financing businesses and assisting companies with transition to public ownership.

Trasimene Capital and Bridgeport Partners communicate with their

networks of relationships to articulate the parameters for our search for a target company and a potential business combination.

Acquisition Criteria

Our acquisition criteria is consistent

with our strategy.

We have identified the following general criteria and guidelines which we believe are important in evaluating

prospective target businesses.

We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide

to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

to acquire one or more businesses that we believe:

utilize our global network of contacts, which

provides access to differentiated deal flow and significant deal-sourcing capabilities;

are at an inflection point, such as requiring

additional management expertise, are able to innovate through new operational techniques or where we believe we can drive improved

financial performance;

are fundamentally sound companies that are

underperforming our estimation of their potential;

exhibit unrecognized value or other characteristics,

desirable returns on capital and a need for capital to achieve the company's growth strategy, that we believe have been misevaluated

by the marketplace based on our analysis and due diligence review;

will offer an attractive risk-adjusted return

for our shareholders, potential upside from growth in the target business and an improved capital structure will be weighed against

any identified downside risks;

have been materially impacted by possible market

dislocations and would benefit from capital markets access.

These criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these

general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that

we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial

business combination, which, as discussed in our prospectus, would be in the form of tender offer documents or proxy solicitation

materials that we would file with the SEC.

Initial Business Combination

In accordance with the rules of the NYSE, our

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least

80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on

the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain

an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect

to satisfaction of such criteria.

Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar

company with nominal operations.

We anticipate structuring our initial business

combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests

or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction

company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the

prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business

combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders

prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial

number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case,

we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares,

our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares

subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses

are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business, the 80% of net

assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the

initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, we may

be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks

inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business,

we conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees,

document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will

be made available to us.

The time required to select and evaluate

a target business and to structure and complete our initial business combination, and the costs associated with this process, are

not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation

of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring

losses and will reduce the funds we can use to complete another business combination.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct

a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document

reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made

available to us.

We are not prohibited from pursuing an

initial business combination with a company that is affiliated with our sponsors, founders, officers or directors.

we seek to complete our initial business combination with a company that is affiliated with our sponsors, founders, officers or

directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to

our company from a financial point of view from either an independent investment banking firm that is a member of FINRA or an independent

registered public accounting firm.

Members of our management team directly

or indirectly own our ordinary shares and/or private placement warrants, and, accordingly, may have a conflict of interest in determining

whether a particular target business is an appropriate business with which to effectuate our initial business combination.

each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination

if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement

with respect to our initial business combination.

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any

of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which

he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect

our ability to complete our initial business combination.

Our amended and restated memorandum and articles of association will

provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity

that we are able to complete on a reasonable basis.

Trasimene Capital and Bridgeport Partners

are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination,

Trasimene Capital externally manages Cannae

Holdings pursuant to a management services agreement and Bridgeport Partners manages proprietary capital, and may raise additional

funds and/or accounts in the future, which may be during the period in which we are seeking our initial business combination.

investment vehicles may be seeking acquisition opportunities and related financing at any time.

We may compete with any one or

more of them on any one or more of them on any given acquisition opportunity.

Status as a Public Company

We believe our structure will make us an

attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other business combination with us.

In a business combination transaction

with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in

the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A

ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses

will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public

The typical initial public offering process takes a significantly longer period of time than the typical business combination

transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts

and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination

is completed, the target business will have effectively become public, whereas an initial public offering is always subject to

the underwriters' ability to complete the offering, as well as general market conditions, which could delay or prevent the offering

from occurring or could have negative valuation consequences.

Once public, we believe the target business would then have greater

access to capital, an additional means of providing management incentives consistent with shareholders' interests and the ability

to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company's profile

among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and

our management team's backgrounds will make us an attractive business partner, some potential target businesses may view our status

as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed

initial business combination, negatively.

We are an "emerging growth company,"

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging

growth companies"

including, but not limited to, not being required to comply with the auditor attestation requirements of

Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less

attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

In addition, Section 107 of the JOBS

Act also provides that an "emerging growth company"

can take advantage of the extended transition period provided in

Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an "emerging

growth company"

can delay the adoption of certain accounting standards until those standards would otherwise apply to private

System1 operates an omnichannel customer acquisition platform, delivering high-intent customers to our advertisers and to our own subscription products.

Our proprietary responsive acquisition marketing platform, or RAMP, has 3 primary components.

First, RAMP utilizes machine learning to identify and direct marketing campaigns to potential customers across major advertising networks.

Second, once these potential intent-driven customers respond to or interact with our marketing efforts, RAMP directs them to our network of over 40 owned and operated websites which is focused on further qualifying customer purchase intent and providing us with first party intent data.

For the three months ended December 31, 2021, our websites which include leading search engines like info.com and Startpage.com and digital media sites and utilities such as HowStuffWorks, MapQuest and Wallet Genius, received an average of 185 million visits per month in the aggregate.

Third, after potential customers reach our websites and we further qualify their purchase or

consumer intent, RAMP enables us to monetize these customers by delivering advertisements either provided by our advertisers or advertising networks or for our own proprietary subscription products.

Our RAMP technology platform is the key to our business success, and expanding and scaling its capabilities has been the focus of our software development, engineering efforts and acquisitions since our inception.

Operating across a wide variety of major advertising networks, RAMP identifies potential customers, qualifies their purchase intent and then monetizes these customers through our relationships with advertisers and advertising networks.

RAMP also allows advertising platforms and publishers, which we refer to as our network partners, to direct user traffic to our websites or our advertising solutions, which we then monetize on their behalf for a share of revenue generated.

RAMP powers our network of owned and operated websites and will, following the Business Combination, power our subscription products.

Through RAMP, we process over 15 million advertising campaign optimizations and ingest 5 billion rows of data across over 50 advertising verticals on a daily basis.

RAMP enables us to efficiently monetize user intent by linking data on consumer engagement, such as first party search data, with data regarding monetization and advertising spend.

This context-enriched data, combined with our proprietary and data science driven algorithms, creates a closed-loop system that is not reliant on personally identifiable information or information obtained through third-party cookies, but which allows RAMP to efficiently match consumer demand with the appropriate advertiser or advertising experience across advertising verticals in order to yield optimized returns.

Our advertising channels .

RAMP operates across a variety of advertising channels.

The advertising networks we work with range from the largest established networks like Google and Facebook to newer but growing networks like Taboola, Snap and Outbrain.

We regularly evaluate add new advertising networks as they achieve scale.

We monetize customers across a range of over 50 major advertising verticals including health, subscription, finance, insurance, business and technology, travel, auto, and other direct-to-consumer businesses.

We believe our ability to efficiently acquire customers across a wide range of advertising verticals is a key differentiator of our business.

In the increasingly complex and fast-evolving marketplace of digital marketing, changing consumer demand is dictated by temporal and cyclical factors and personal preferences.

Our ability to shift RAMP’s focus to match customer demand insulates our business from shifts in the economic cycle or changes in customer demand.

Our advertisers and advertising networks comprise over 100 companies and include top brands and large global advertising networks such as Google, Microsoft and Yahoo!.

In connection with the Business Combination, we combined S1 Holdco with Protected, a company that markets and distributes a downloadable subscription consumer security and privacy software called TotalAV.

Launched in 2016, Protected UK had 2.3 million paying subscribers as of December 31, 2021, and the business has grown to revenue of $144.6 million in 2021.

In late 2018, we acquired a majority interest in Protected.net Group Limited, a private limited company organized under the laws of England and Wales and the current operating subsidiary of Protected ("Protected UK"), and subsequently sold this interest to a group of investors led by System1 and Protected's existing management in the fourth quarter of 2020.

Protected’s downloadable software provides real-time antivirus protection, a safe-browsing / VPN feature, adblocking, identity-theft protection, blocking of malicious websites and data breach monitoring.

The need for Protected’s products is more critical than ever in today’s increasingly digital world, where people’s information is increasingly vulnerable to digital attacks.

This is more evident and necessary as people continue to transition to remote work from home environments, conduct virtual meetings and actively engage in online gaming, streaming, shopping, telemedicine and other daily online transactions.

Protected stands between today’s cyber-criminals and its global subscriber bases’ digital profiles, helping secure their personal and financial information and critical technology, including devices, identities and online privacy.

We believe that Protected’s software will seamlessly integrate with our platform, and we expect it to be the first of several online subscription products/services where customer acquisition is powered by RAMP.

We believe RAMP can be efficiently deployed across the quickly evolving and rapidly expanding digital advertising market.

As the total available market for digital advertising expands, we believe we are well-positioned to deliver superior results and performance to advertisers and our network partners through our extensive relationships with leading advertisers and advertising networks, and to better match consumers with the products or services that match their intent.

Our goal is to continue to improve and extend the scope of RAMP by continuing to evolve and adapt to the ever changing landscape of new sources of online user traffic, better monetization tools and growing areas of advertising demand.

To achieve this goal, we intend to continue to grow our business by pursuing the following growth strategies:

Grow Existing Business Lines .

We plan to expand the number of advertising partners that are utilizing or integrated with RAMP by continuing to attract and monetize users with commercial intent to our owned and operated web properties in high value vertical consumer categories.

We will also continue to monetize users on behalf of our network partners.

Expand Our Direct to Advertiser Business .

While we intend to continue to grow and deepen our relationships with our third party advertisers and advertising networks, we believe there is a significant opportunity to grow our direct to advertiser relationships, both organically and via strategic acquisitions.

Expand Our Subscription Product Offerings .

We believe identifying new customers for our current subscription product, TotalAV, will demonstrate the power of applying RAMP to downloadable and similar subscription offerings, as we optimize to maximize return on advertising spend and increase the lifetime value of our subscribers.

We plan to release new subscription product offerings and use RAMP to acquire and monetize subscribers through these new and enhanced products.

Continue Executing Strategic Acquisitions .

We believe we are operating in a target-rich environment for strategic acquisitions that will enhance RAMP and add to our portfolio of owned and operated websites and subscription offerings.

By continuing to execute on our successful track-record of identifying, evaluating, executing and integrating M&A targets, we believe that we will be able to continue plugging new acquisitions into our overall business strategy to enhance RAMP and expand the diversity and scope of our owned and operated properties.

Grow internationally .

We plan to selectively expand our business to international markets over time.

In the year ended December 31, 2021, 19% of advertiser spend on our platform came from outside the United States, compared to 8% in the prior year.

We believe that we can expand into these new markets by investing in native language resources and continuing to invest in RAMP.

Our websites cover a diverse range of consumer demand and traffic.

For example, MapQuest is a web-based navigation software that delivers turn-by-turn direction services to users.

Info.com is a metasearch engine that consumers can use to search for relevant information.

HowStuffWorks is a commercial website focused on helping people solve problems in their daily lives by using various types of digital media to easily breakdown and explain complex concepts, terminology and mechanisms.

Startpage is the world’s most private search engine, allowing our users to browse and search the internet in complete privacy.

Protected’s online subscription consumer security and privacy software, TotalAV, provides award-winning antivirus protection to its users by scanning, locating, quarantining and eliminating viruses, trojans, adware, spyware, ransomware and similar malicious actors in real-time.

In addition to scheduled antivirus scans, TotalAV offers a website extension powered by an extensive database of known malicious phishing URLs designed to steal and harvest personal data in order to block phishing URLs, as well as remote firewall access.

TotalAV also provides enhanced performance as computers slow down over time by identifying specific errors and programs which impact device performance.

Protected’s SafeBrowsing (VPN) product encrypts users’ browsing data, ensures secure connections when users connect to public WiFi, and allows access to otherwise geo-restricted websites.

TotalAV WebShield is an extension that detects and safely redirects searches away from websites that may pose a threat to a user’s system.

Protected also has an ad blocking product, Total Adblock, which is a plug-in that allows users to experience a cleaner browsing experience.

It eliminates pop-ups, banners and video ads, which improves page load times, and blocks third-party trackers to protect users’ privacy and information.

Pre-Business Combination

On January 27, 2022 (the “Closing Date”) the Company completed the previously announced business combination (the “Business Combination”) pursuant to that certain business combination agreement, as amended on November 30, 2021, January 10, 2022 and January 25, 2022, by and among 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.

Prior to the Closing Date and in connection with the Business Combination, Trebia filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Trebia was domesticated and continues as a Delaware corporation, while also changing its name to “System1, Inc.” (the “Domestication”).

Prior to the Domestication, the Company was a newly incorporated blank check company incorporated as a Cayman Islands exempted company on February 11, 2020.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Related Agreements

Tax Receivable Agreement

Concurrently with the completion of the Business Combination, System1 entered into the Tax Receivable Agreement with S1 Holdco and the holders of S1 Holdco Class B Units (the “TRA Holders”).

The parties agreed to structure the Business Combination in this manner to permit certain holders of S1 Holdco Class B Units to continue to realize tax benefits, if any, associated with their ownership in an entity that is treated as a partnership for U.S.

federal income tax purposes, as well as to provide potential future tax benefits, if any, to System1.

Pursuant to the Tax Receivable Agreement, System1 provided 85% of the tax benefits, if any, that System1 actually realizes, or in certain circumstances (e.g., an early termination of the Tax Receivable Agreement), the present value of potential future tax benefits (calculated using certain assumptions) to each such TRA Holder, as a result of (i) System1’s direct and indirect allocable share of certain tax basis adjustments resulting from the Business Combination and as a result of future sales or exchanges of S1 Holdco Class B Units for shares of System1 Class A Common Stock (or, at the election of System1, cash) after the Business Combination and (ii) System1’s utilization of certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

Actual tax benefits realized by System1 may differ from the tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

The payment obligation under the Tax Receivable Agreement is an obligation of System1 and not of S1 Holdco.

The material terms of the Tax Receivable Agreement are described in the section of the proxy statement/prospectus on Form S-4 filed with the Securities and Exchange Commission on December 23, 2021 (the “Proxy Statement/Prospectus”) beginning on page 141 titled “ The Business Combination Proposal-Summary of the Related Agreements-Tax Receivable Agreement.

” Such description is qualified in its entirety by the text of the Tax Receivable Agreement, which is included as Exhibit 10.4 to this Report and is incorporated herein by reference.

Stockholder Agreement

Concurrently with the consummation of the Business Combination, Trasimene Trebia, LP (the “Trasimene Sponsor”), BGPT Trebia LP (the “BGPT Sponsor” and, together with the Trasimene Sponsor, “the Sponsors”), Cannae Holdings, Inc.

(“Cannae”), Michael Blend, Charles Ursini, Nick Baker, and Just Develop It Limited (“JDI”) entered into the Stockholders Agreement, pursuant to which the parties thereto will have certain rights and obligations following the Closing.

The following summary of the material provisions of the Stockholders Agreement is qualified by reference to the complete text of the Stockholders Agreement, in substantially the form attached as Annex G to the Proxy Statement/Prospectus.

All stockholders are encouraged to read the Stockholders Agreement in its entirety for a more complete description of the terms and conditions of the Stockholders Agreement.

Pursuant to the terms of the Stockholders Agreement, effective as of the Closing Date, the System1 Board is comprised of eight directors as follows:

(i) the System1 Independent Directors, (ii) two directors designated by Mr.

Blend and (iii) two directors designated by Cannae.

System1 took all necessary action to include in the slate of nominees recommended by System1 for election as directors, a number of Sponsor Directors that, when elected, resulted in the Sponsors and Cannae having a number of directors serving on the System1 Board as shown below:

System1 Common Stock Beneficially Owned by Sponsors and Cannae (collectively) as a % of the Outstanding System1 Common Stock Immediately Following the Closing

Sponsor Directors

7.5% or greater

2.5% or greater, but less than 7.5%

Additionally, following the Closing Date, System1 recommended the slate of nominees recommended by Mr.

Blend, which resulted in System1 having a number of directors serving on the System1 Board as shown below:

System1 Common Stock Beneficially Owned by the Selling Shareholders (as defined in the Stockholder Agreement) as a % of the Total Outstanding System1 Shares

Founder Directors

10% or greater

2.5% or greater, but less than 10%

Under the Stockholders Agreement, System1 elected the Sponsor Directors (in the case of the Sponsors and Cannae) and elected each of the Founder Directors (in the case of Mr.

Blend), including:

(i) the nomination of each such Sponsor Director or Founder Director and (ii) the recommendation of such individual’s election and solicitation of proxies or consents in favor thereof.

In addition, Cannae, the Sponsors and each Founder Shareholder, each did not vote in favor of nor consented to any Sponsor Directors nor Founder Director.

The Sponsors, Cannae, and Mr.

Blend also did not vote in favor of the removal of the Sponsor Directors nor Founder Directors.

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, BGPT Trebia LP (the “BGPT Sponsor”), Trasimene Trebia, LP (the “Trasimene Sponsor” and, together with the BGPT Sponsor, the “Sponsors”), Just Develop It Limited, a private limited company incorporated in England & Wales (“JDI”), and the other parties thereto, entered into the Registration Rights Agreement (the “Registration Rights Agreement”).

The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 142 titled “ The Business Combination Proposal-Summary of the Related Agreements-Registration Rights Agreement.

” Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.3 to this Report and is incorporated herein by reference.

Sponsor Agreement

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Trebia amended and restated (i) the Prior Sponsor Agreement, and (ii) the Prior Insider Letter, and entered into that certain sponsor agreement (as amended on November 30, 2021, the “Sponsor Agreement”) with the Sponsors, Cannae, the Insiders, S1 Holdco and Protected.

Pursuant to the Sponsor Agreement, among other things, the Sponsor Persons agreed (A) to vote any Trebia Ordinary Shares in favor of the Business Combination and other Trebia Shareholder Proposals, (B) not to seek redemption of any Trebia Ordinary Shares, (C) not to transfer any Trebia Ordinary Shares for the period beginning on the day of the Closing until the earlier of (x) 180 days following the Closing or

(y) 150 days following the Closing, if the VWAP of System1 Class A Common Stock equals or exceeds $12.00 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days, and (D) to be bound to certain other obligations as described therein.

BGPT Sponsor and Trasimene Sponsor have each also agreed to forfeit 1,450,000 Trebia Class B Ordinary Shares (2,900,000 in the aggregate).

Trebia will also issue (1) 725,000 shares of System1 Class D Common Stock to each of Trasimene Sponsor and BGPT Sponsor, and (2) 725,000 RSUs to each of Mr.

Blend and JDI, a Protected Equityholder, in the case of each of (x) and (y) subject to the Class B Forfeiture.

The Post-Closing RSUs will be subject to the same vesting and other terms as the System1 Class D Common Stock.

Additionally, (1) the Sponsors have agreed to forfeit up to 1,734,694 (in the aggregate) Trebia Class B Ordinary Shares in connection with the equity backstop commitments by Cannae and certain System1 Equityholders and Protected Equityholders and (2) Trebia has agreed to issue to Cannae or such System1 Equityholders and Protected Equityholders, as the case may be, a number of shares of System1 Class A Common Stock equal to the number or ordinary shares so forfeited, in the event and to the extent that Cannae and/or such System1 Equityholders and Protected Equityholders provide such backstop in connection with any valid shareholder redemptions.

The Sponsor Agreement and the Sponsor Agreement Amendment No.

1 is attached as Annex I and Annex I-1 to the Proxy Statement/Prospectus, respectively.

Backstop Agreement

In connection with the signing of the Business Combination Agreement, Trebia and Cannae entered into the Backstop Agreement whereby Cannae has agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for System1 Class A Common Stock in order to fund redemptions by shareholders of Trebia in connection with the Business Combination, in an amount of up to $200,000,000.

The Cannae Backstop amount will be used to fund (A) to the extent that the Trebia Shareholder Redemption Value, if any, is less than $200,000,000, fifty percent (50%) of such amount and (B) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $200,000,000 but less than $300,000,000, the amount funded pursuant to clause (A) plus one hundred percent (100%) of such amount between $200,000,000 and $300,000,000 and, in accordance with the terms of the Backstop Agreement, Cannae shall subscribe for a number of shares of System1 Class A Common Stock equal to such aggregate amount divided by $10.

The Backstop Agreement attached as Annex J to the Proxy Statement/Prospectus.

Prior to or substantially contemporaneously with the closing of the Business Combination, certain of the Debt Financing Sources will fund to Trebia an amount equal to the Trebia Finco LLC Debt Commitment Amount.

To the extent that (A) the Trebia Shareholder Redemption Value, if any, is less than $200,000,000, an amount equal to fifty percent (50%) of the payments required to be made in connection with the Trebia Shareholder Redemption shall be drawn from the Trebia Finco LLC Debt Commitment Amount and (B) the Trebia Shareholder Redemption Value, if any, is greater than $300,000,000 but less than $417,500,000, an amount equal to the amount drawn pursuant to clause (A) plus one-hundred percent (100%) of such amount between $300,000,000 and $417,500,000, shall be drawn from the Trebia Finco LLC Debt Commitment Amount in connection with the payments required to be made in connection with the Trebia Shareholder Redemption.

To the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $417,500,000 but less than $462,500,000, the Redeemed OM Members, OpenMail and Protected have agreed to reduce the Closing Cash Consideration otherwise payable pursuant to the Business Combination Agreement in an amount equal to the Trebia Shareholder Redemption Value in excess of $417,500,000 but less than $462,500,000, (and (x) in the case of the Redeemed OM Members and OpenMail, a corresponding reduction in the number of S1 Holdco Common Units that will be redeemed by S1 Holdco, as set forth on the allocation schedule attached to the Business Combination Agreement and (y) in the case of Protected, a corresponding increase in the Closing Seller Equity Consideration that will be paid to the Protected Equityholders) in the proportions set forth on the allocation schedule attached to the Business Combination Agreement.

In connection with the Backstop Agreement, 24,648,446 shares of Class A Common Stock were issued to Cannae at $10.00 per share.

Additionally, Cannae received an additional 2,533,324 shares of Trebia Class A Common Stock in respect of the Founders’ Forfeiture shares.

Protected Support Agreement

Immediately following the execution of the Business Combination Agreement, Trebia, Protected, JDI & AFH LIMITED, Protected.net Group Limited, PHS and the UK Protected Supporting Parties entered the Protected Support Agreement, pursuant to which, among other things, the Trebia Supporting Parties agreed to (i) irrevocably and unconditionally approve the Business Combination Agreement and the Transactions contemplated thereby (including the Business Combination), (ii) waive and agree not to assert any appraisal rights in connection with the Business Combination Agreement and the Transactions and (iii) be bound by certain

other covenants and agreements related to the Business Combination, including a restriction on transfers prior to the Effective Time with respect to the Protected Common Stock owned by him, her or it.

FPA Termination Agreement

In connection with the signing of the Business Combination Agreement and the Backstop Agreement, Trebia and Cannae entered into the FPA Termination Agreement to terminate that certain Forward Purchase Agreement, dated as of June 5, 2020, pursuant to which Cannae agreed to purchase, immediately prior to the Closing, an aggregate of 7,500,000 Trebia Class A Ordinary Shares and 2,500,000 Trebia Public Warrants.

The FPA Termination Agreement is attached as Annex L to the Proxy Statement/Prospectus.

Board Expansion

On February 25, 2022, the Board, in accordance with the Company’s Bylaws and Certificate of Incorporation, increased the number of directors of the Company from eight (8) to nine (9).

Following the recommendation and approval of the Nominating and Corporate Governance Committee of the Board, the Board, effective February 25, 2022, appointed John Civantos as the ninth (9th) director of the Company to fill the vacancy on the Board created by the expansion of the Board.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company

until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this

offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the Market Value of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion

in non-convertible debt securities during the prior three-year period.

Additionally, we are a "smaller reporting

company"

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our

ordinary shares held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our

annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary

shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th.

To the extent we take

advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies

difficult or impossible.

Effecting our Initial Business

We are not presently engaged in, and we

will not engage in, any operations for an indefinite period of time following this offering.

We intend to effectuate our initial

business combination using cash from the proceeds of this offering, the private placements of the private placement warrants, our

equity, debt or a combination of these as the consideration to be paid in our initial business combination.

We may seek to complete

our initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid

for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the

balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion

of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing

our initial business combination, to fund the purchase of other companies or for working capital.

Some of the members of our management team

are employed by certain affiliates of Trasimene Capital and Bridgeport Partners.

Trasimene Capital and Bridgeport Partners are

continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination,

There is no current basis for investors

in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial

business combination.

Although our management will assess the risks inherent in a particular target business with which we may

combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances

that those risks will adversely affect a target business.

We may need to obtain additional financing

to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds

held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of

the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.

We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds

through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

Our process of

identifying acquisition targets will leverage Trasimene Capital, Bridgeport Partners, our sponsors and our management team's

industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries,

including executives and management teams, private equity groups and other institutional investors, large business

enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants,

attorneys and accountants, which we believe should provide us with a number of business combination opportunities.

that the collective experience, capability and network of our founders, Trasimene Capital and Bridgeport Partners, our

directors and officers, combined with their individual and collective reputations in the investment community, will help to

create prospective business combination opportunities.

In addition, we anticipate that target

business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private

investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited

by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested

on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they

become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well

as attending trade shows or conventions.

We also expect to receive a number of proprietary

deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our

officers and directors.

While we do not presently anticipate engaging the services of professional firms or other individuals that

specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which

event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on

the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may

bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential

transaction that our management determines is in our best interest to pursue.

Payment of finder's fees is customarily tied to completion

of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will

either of our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any

finder's fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate,

the completion of our initial business combination (regardless of the type of transaction that it is).

None of our sponsors, executive

officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder's fees or consulting

fees from a prospective business combination target in connection with a contemplated acquisition of such target by us.

We are not prohibited from pursuing an

initial business combination with a business combination target that is affiliated with our sponsors, officers or directors or

from making the acquisition through a joint venture or other form of shared ownership with our sponsors, officers or directors.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our

sponsors, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking firm which is a member of FINRA or an independent registered public accounting firm, that such an initial business combination

is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities

that are affiliates of our sponsors, pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity

which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor

his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their

fiduciary duties under Cayman Islands law.

See "Conflicts of Interest."

Evaluation of a Target Business

and Structuring of our Initial Business Combination

Our initial business combination must occur

with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the

trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at

the time of the agreement to enter into the initial business combination.

The fair market value of the target or targets will be

determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted

cash flow valuation or value of comparable businesses.

If our board of directors is not able to independently determine the fair

market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is

a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria.

We do not intend

to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement,

our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses,

although we will not be permitted to effectuate our initial business combination with another blank check company or a similar

company with nominal operations.

In any case, we will only complete an initial

business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion

of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of

the 80% of net assets test.

There is no basis for investors in this offering to evaluate the possible merits or risks of any target

business with which we may ultimately complete our business combination.

To the extent we effect our business combination

with a company or business that may be financially unstable or in its early stages of development or growth we may be affected

by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in

a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business,

we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management

and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial,

operational, legal and other information which will be made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate

a target business and to structure and complete our initial business combination, and the costs associated with this process, are

not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation

of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed

will result in our incurring losses and will reduce the funds we can use to complete another business combination.

will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered

to or in connection with our initial business combination.

Lack of Business Diversification

For an indefinite period of time after

the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in

one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our

lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse

impact on the particular industry in which we operate after our initial business combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limitation on Redemption

upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

Notwithstanding the foregoing, if we seek

shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that

a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting

in concert or as a "group"

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption

rights with respect to the Excess Shares.

We believe this restriction will discourage shareholders from accumulating large blocks

of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current

market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of

the shares sold in this offering could threaten to exercise its redemption rights if such holder's shares are not purchased by

us, our sponsors or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our

shareholders' ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will

limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business

combination, particularly in connection with a business combination with a target that requires as a closing condition that we

have a minimum net worth or a certain amount of cash.

However, we would not be restricting our

shareholders' ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Redemption of Public Shares and Liquidation

if no Initial Business Combination

sponsors, officers and directors have agreed that we will have only 24 months from the closing of our offering to complete

our initial business combination.

If we have not completed an initial business combination within 24 months from the closing

of our offering, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and

not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by

the number of the then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders

(including the right to receive further liquidation distributions, if any), subject to applicable law;

and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and

the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we do not complete an initial business combination within 24 months from the closing of our

sponsors, directors and each member of our management team have entered into letter agreements with us, pursuant to which they

have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not

complete an initial business combination within 24 months from the closing of our offering.

However, if our sponsors, directors

or members of our management team acquire public shares in or after our offering, they will be entitled to liquidating distributions

from the trust account with respect to such public shares if we do not complete an initial business combination within 24 months

from the closing of our offering.

underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event

we do not complete an initial business combination within 24 months from the closing of our offering and, in such event, such

amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

sponsors, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will

not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or

timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public

shares if we do not complete an initial business combination within 24 months from the closing of our offering, unless we

provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned

on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest

to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described

in our prospectus."

For example, our board of directors may propose such an amendment if it determines that additional time

is necessary to complete our initial business combination.

In such event, we will conduct a proxy solicitation and distribute proxy

materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection

therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive

officer, director or director nominee, or any other person.

amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the completion

of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account

as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to

any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements,

or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but

not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including

the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held

in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement

with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly

more beneficial to us than any alternative.

Making such a request of potential target businesses may make our acquisition proposal

less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field

of potential target businesses that we might pursue.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party

consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants

that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any

Upon redemption of our public shares, if we have not completed an initial business combination within 24 months from

the closing of our offering, or upon the exercise of a redemption right in connection with our initial business combination, we

will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten

years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could be less than the

$10.00 per public share initially held in the trust account, due to claims of such creditors.

Pursuant to the letter agreement

the form of which is filed as an exhibit to the registration statement of which our prospectus forms a part, our sponsors

have agreed that they will be liable to us if and to the extent any claims by a third party (other than our independent auditors)

for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction

agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual

amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share

due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if

any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a

waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters

of our offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed

waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible to the extent of any liability

for such third party claims.

However, we have not asked our sponsors to reserve for such indemnification obligations, nor have

we independently verified whether our sponsors have sufficient funds to satisfy its indemnity obligations and believe that our

sponsors' only assets are securities of our company.

Therefore, we cannot assure you that our sponsors would be able to satisfy

those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our

initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be

able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption

of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

Although we will seek to have

all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do

business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account

for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such

agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,

breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case

in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis

of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management

believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible

instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose

particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree

to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

Credit Suisse and BofA

Securities will not execute agreements with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee

that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the

trust account, our sponsors have agreed that they will be liable to us if and to the extent any claims by a third party for services rendered

or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we

have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public

share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if

less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn

to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that

executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the

underwriters against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, our sponsors will not be responsible to the extent of any liability for such third party claims.

However, we have not asked our sponsors to reserve for such indemnification obligations, nor have we independently verified whether our

sponsors have sufficient funds to satisfy their indemnity obligations and we believe that our sponsors’

only assets are securities

of our company.

Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations.

None of our officers or

directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the

proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share,

due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if

any, and our sponsors assert that they are unable to satisfy their indemnification obligations or that they have no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsors

to enforce their indemnification obligations.

While we currently expect that our independent directors would take legal action

on our behalf against our sponsors to enforce their indemnification obligations to us, it is possible that our independent directors

in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that

due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce

the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all

third parties, including, but not limited to, all vendors, service providers (excluding our independent registered public accounting

firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right,

title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims

under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under

the Securities Act.

We will have access to up to $1,000,000 from the proceeds of our Initial Public Offering with which to pay

any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be

no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims

and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

If we file a bankruptcy or winding-up petition

or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of

third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account, we cannot

assure you we will be able to return $10.00 per share to our public shareholders.

Additionally, if we file a bankruptcy or winding-up

petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by

shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received

by our shareholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may

have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from

the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these

Our public shareholders will be entitled to receive

funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete an initial business combination

within 24 months from the closing of the IPO, (ii) in connection with a stockholder vote to amend our second amended and restated certificate

of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of the

IPO or (B) with respect to any other provisions relating to the rights of holders of our Class A common stock, or (iii) if they redeem

their respective shares for cash upon the completion of the initial business combination.

Public shareholders who redeem their shares

of our Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled

to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed

an initial business combination within 24 months from the closing of the IPO, with respect to such shares of our Class A common stock

In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.

we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the

business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the

trust account.

Such stockholder must have also exercised its redemption rights described above.

These provisions of our second amended

and restated certificate of incorporation, like all provisions of our second amended and restated certificate of incorporation, may be

amended with a stockholder vote.

In identifying, evaluating and selecting a target

business for our initial business combination, we may encounter intense competition from other entities having a business objective similar

to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses

seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting business

combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other

resources than us.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent

limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection

with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Human Capital Resources

We currently have two executive officers.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of

their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they

will devote in any time period will vary based on whether a target business has been selected for our initial business combination

and the stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion

of our initial business combination.

We believe that our management team is

well positioned to identify attractive risk-adjusted returns in the marketplace and that its contacts and transaction sources,

ranging from industry executives, private owners, private equity funds, and investment bankers, will enable us to pursue a broad

range of opportunities.

Our management believes that its ability to identify and implement value creation initiatives will remain

central to its differentiated acquisition strategy.

Statement Regarding Forward-Looking

Some of the statements contained in this

Report constitute “forward-looking statements”

for purposes of the federal securities laws.

Our forward-looking statements

include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions

or strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other characterizations

of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,”

“believe,”

“continue,”

“could,”

“estimate,”

“expect,”

“intends,”

“may,”

“might,”

“plan,”

“possible,”

“potential,”

“predict,”

“project,”

“should,”

“would”

and similar expressions may identify forward-looking statements,

but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Report

may include, for example, statements about:

our ability to complete an initial business combination;

our success in retaining or recruiting, or changes required in, our officers, key employees or

directors following our initial business combination;

our officers and directors allocating their time to other businesses and potentially having conflicts

of interest with our business or in approving our initial business combination;

the proceeds of the forward purchase securities being available to us;

our potential ability to obtain additional financing to complete our initial business combination;

the ability of our officers and directors to generate a number of potential investment opportunities;

our public securities’

potential liquidity and trading;

the limited history of a market for our securities;

the use of proceeds not held in the trust account or available to us from interest income on the

trust account balance;

the trust account not being subject to claims of third parties;

our financial performance;

the outcome of any known and unknown litigation and regulatory proceedings.

The forward-looking statements contained

in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements.

We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our consolidated financial statements with other public companies difficult or impossible.

Statement Regarding Forward-Looking Information

Some of the statements contained in this Report constitute “forward-looking statements” for purposes of the federal securities laws.

Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Report may include, for example, statements about:

● the benefits of the Business Combination;

● the future financial performance of the Company following the Business Combination;

● the ability to maintain, grow, process, utilize and protect the data we collect from consumers;

● the ability to maintain our relationships with its network partners and advertisers;

● the performance of our responsive acquisition marketing platform, or RAMP;

● changes in client demand for our services and our ability to adapt to such changes;

● the ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions;

● the COVID-19 pandemic or other public health crises;

● the ability to improve and maintain adequate internal controls over financial and management systems, and remediate identified material weaknesses;

● the ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires;

● the ability to raise financing in the future as and when needed or on market terms;

● the ability to compete with existing competitors and the entry of new competitors in the market;

● changes in applicable laws or regulations and the ability to maintain compliance;

● the ability to protect our intellectual property rights;

● other risks and uncertainties indicated from time to time in our filings with the SEC, including those described herein under the heading “Risk Factors.”

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us.

There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking

statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause

actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

risks and uncertainties include, but are not limited to, those factors described under the section of this Report entitled “Risk

Factors.”

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,

actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except

as may be required under applicable securities laws.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described under the section of this Report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Additional Information

The Company’s Annual Reports on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and

15(d) of the Exchange Act, are filed with the Securities and Exchange Commission (the "SEC").

The Company is subject

to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding

issuers that file electronically with the SEC at www.sec.gov.

website address is www.foleytrasimene.com .

We make available free of charge on

or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K

and all amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such

material is electronically filed with or furnished to the SEC.

However, the information found on our website is not part of this

or any other report.

executive offices are located at 41 Madison Avenue, Suite 2020, New York, NY 10010

and our telephone number at that location is (646) 450-9187.

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the Securities and Exchange Commission (the “SEC”).

The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Our website address is www.system1.com.

We make available free of charge on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

However, the information found on our website is not part of this or any other report.

Our executive offices are located at 4235 Redwood Avenue, Marina Del Rey, CA 90066 and our telephone number at that location is (310) 924-6037.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business