1 unchanged sentence
Market Information
−Removed: Our Units began trading on the NYSE under
−Removed: the symbol "TREB.U"
−Removed: on June 16, 2020.
−Removed: Commencing on August 6, 2020, holders of the Units could elect to separately
−Removed: trade the shares of Class A common stock and Warrants included in the Units.
−Removed: The shares of the Class A common stock and
−Removed: Warrants that are separated, trade on the NYSE under the symbols "TREB"
−Removed: and "TREB WS,"
−Removed: respectively.
−Removed: Units not separated continue to trade on the NYSE under the symbol "TREB.U."
−Removed: At March 31, 2021, there was one
−Removed: holder of record of our Units, one holder of record of our Class A common stock and five holders of record of our Class B
−Removed: common stock.
−Removed: Securities Authorized for Issuance Under
−Removed: Equity Compensation Plans
+Added: Our Class A common stock began trading on the NYSE under the symbol “SST” on January 28, 2022.
+Added: The Warrants that are separated trade on the NYSE under the symbol “SST.WS.”
+Added: At March 28, 2022, there were 578 holders of record of our Class A common stock.
+Added: Dividend Policy
+Added: We have never declared or paid dividends on our capital stock.
+Added: We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future.
+Added: Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
+Added: Information required by this Item is included in our 2021 Proxy Statement/Prospectus in the section titled under the heading “ Shareholder Proposal No.
+Added: 6-The Incentive Plan Proposal ” beginning on page 176 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Recent Sales of Unregistered Securities;
Use of Proceeds from Registered Offerings
−Removed: Unregistered Sales of Equity Securities
−Removed: Use of Proceeds
−Removed: On June 19, 2020, we consummated our
−Removed: Initial Public Offering of 51,750,000 Units, inclusive of the underwriters’
−Removed: election to fully exercise their overallotment
−Removed: option to purchase an additional 6,750,000 Units.
−Removed: The Units were sold at an offering price of $10.00 per Unit, generating total
−Removed: gross proceeds of $517,500,000.
−Removed: Credit Suisse Securities (USA) LLC and BofA Securities, Inc.
−Removed: acted as the joint book-running
−Removed: Moelis & Co acted as co-manager.
−Removed: The securities sold in the offering were registered under the Securities Act
−Removed: on registration statement on Form S-1 (No.
−Removed: The SEC declared the registration statement effective on June 16,
−Removed: Of the gross proceeds received from the
−Removed: Initial Public Offering, $517,500,000 was placed in the Trust Account.
−Removed: Transaction costs amounted to $29,241,089, consisting of
−Removed: $10,350,000 of underwriting fees, $18,112,500 of deferred underwriting fees and $778,589 of other offering costs.
−Removed: was placed in
−Removed: the Trust Account.
−Removed: There has been no material change in the
−Removed: planned use of proceeds from the Initial Public Offering as described in our final prospectus dated June 19, 2020, which was
−Removed: filed with the SEC.
−Removed: Selected Financial Data
−Removed: Pursuant to Release No.
−Removed: 33-10890 (including the transition
−Removed: guidance therein), which was adopted by the SEC on November 19, 2020, the Company has elected to exclude the disclosures formerly
−Removed: required by this Item 6.
+Added: (a) Issuance of Capital Stock
+Added: Subject to the terms of the Business Combination Agreement, the aggregate consideration paid to the equityholders of S1 Holdco and Protected was $1,130,000,000 and paid in a combination of cash consideration of $480,175,308 (the “Closing Cash Consideration”) and stock consideration (including RSUs) and/or retained S1 Holdco Class B Units of $676,872,677 (the “Closing Equity Consideration”).
+Added: In response to shareholder redemptions of Trebia having exceeded $462,000,000, the equityholders of S1 Holdco and Protected reduced the Closing Cash Consideration and proportionally increase the Closing Equity Consideration.
+Added: Other than the shares of Class A Common Stock issued in connection with the Fully Vested Value Creation Units (other than those issued in connection with the Seller Backstop Amount (as defined in the Prospectus)), the securities issued in connection with the Business Combination Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption from registration provided by Section 4(a)(2) or other applicable section of the Securities Act.
+Added: Concurrently with the Trebia IPO on June 19, 2020, the Registrant issued 8,233,334 Warrants to purchase shares of Trebia Class A Common Stock to the Sponsors for aggregate gross proceeds of $12,350,000.
+Added: These securities were issued pursuant to Section 4(a)(2) of the Securities Act.
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.