What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-02 · 1308 added, 1346 removed, 105 unchanged (96% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls

and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange

Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow

timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried

out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31,

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Internal Control over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established

by rules of the SEC for newly public companies.

Controls and Procedures Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the consolidated financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments, corporate governance, and controls over information technology.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our consolidated financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

We also have plans in place to hire additional personnel to help mitigate risks over information technology and segregation of duties within corporate governance.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Trebia identified material weaknesses in internal controls related to the accounting for complex financial instruments.

This material weakness resulted in a material misstatement of the Trebia Warrant liabilities, change in the fair value of the Trebia Warrant liabilities, Forward Purchase Agreement liabilities, change in the fair value of the Forward Purchase Agreement liabilities, classification of Redeemable Shares of Class A common stock issued in connection with Trebia’s initial public offering, additional paid-in-capital, accumulated deficit, Earnings Per Share, and related financial disclosures as of December 31, 2020 and for the period from February 11, 2020 (inception) through December 31, 2020, as of September 30, 2020 and for three month period ended September 30, 2020 and for the period from February 11, 2020 (inception) through September 30, 2020, as of June 30, 2020 and for three month period ended June 30, 2020 and for the period from February 11, 2020 (inception) through June 30, 2020, as of March 31, 2021 and for three month period ended March 31, 2021.

Management’s Annual Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021.

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting

applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Our directors and executive officers are as follows:

Co-Founder and Director

Executive Officers

Michael Blend

Chief Executive Officer & Chairman

Brian Coppola

Chief Product Officer

Paul Filsinger

Tridivesh Kidambi

Chief Financial Officer

Foley, II is a co-founder and has served

as a director of the Company since February 2020.

In addition, he has

served as the Chairman of Cannae Holdings since July 2017.

Foley is a founder of FNF, and has served as the Chairman of

the board of directors of FNF since 1984.

Foley serves as a Senior Managing Director of Trasimene Capital.

Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994.

Foley also serves as the Chairman

of Foley Trasimene Acquisition Corp I since May 2020, and he was previously Executive Chairman of Foley Trasimene Acquisition Corp

I from March 2020 until May 2020.

Foley also serves as the Chairman of Foley Trasimene Acquisition Corp.

Foley has served as a Director of Austerlitz Acquisition Corp.

I since December 2020.

Foley has served as founder

and Director of Austerlitz Acquisition Corp.

II since January 2021.

Foley also serves as Chairman of Black Knight since

December 2019, and served as the Executive Chairman of Black Knight Inc.

(“Black Knight”) from January 2014 to December

2019 and as the co-Executive Chairman of FGL

Holdings Inc.

from April 2016 to June 2020.

Foley also previously served as a director of Ceridian from September 2013

to August 2019.

Foley also serves as the Chairman of Dun & Bradstreet Corporation (NYSE:

DNB), which is a Cannae

Holdings portfolio company.

Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines

Holdings, Inc., a private holding company for numerous vineyards and wineries, and the Executive Chairman and Chief Executive Officer

of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey

Within the past five-years, Mr.

Foley served as the Vice Chairman of Fidelity National Information Systems (“FIS”)

FIS) and as the Chairman of Remy.

After receiving his B.S.

degree in engineering from the United States Military Academy

at West Point, Mr.

Foley served in the U.S.

Air Force, where he attained the rank of captain.

Foley’s qualifications

to serve on our Board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our

business and industry, his strategic vision, his experience as a Board member and executive officer of public and private companies

in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating

and implementing mergers and acquisitions.

Foley provides high-value added services to our Board and has sufficient time

to focus on the company.

is a co-founder and has served

as a director of the Company since February 2020.

Jennifer Robinson

Chief Technology Officer

Elizabeth Sestanovich

Chief People Officer

Daniel Weinrot

General Counsel & Corporate Secretary

Non-Employee Directors

John Civantos

Dexter Fowler

Caroline Horn

Moujan Kazerani

Christopher Phillips

Jennifer Prince

Executive Officers

Michael Blend is System1’s co-founder and has served as System1’s chief executive officer since February 2021, and chairman of the board since 2013.

Prior to System1, Mr.

Blend was President/ COO of Leaf Group Ltd.

LEAF), which he joined when Leaf Group acquired his data company, Hotkeys in 2006.

Prior to Hotkeys, Mr.

Blend was vice president, corporate development for Jawbone from 2001 to 2003 and for Wedding Channel (acquired by The Knot) from 1999 to 2001.

Blend currently serves on the board of directors of Nutrisystem, Inc.

and Protected.net, and has previously served on the board of directors of leading digital marketing and technology companies, including Dynata, Data Axle, among others.

Blend was also the chairman of the board of Stuff Media from 2016 until it was acquired by iHeart Media in 2018.

Blend was the EY National Entrepreneur of the Year for Media, Entertainment & Communications in 2018, together with System1’s other co-founder, Charles Ursini.

Blend received his JD from

The University of Chicago, and holds a bachelor’s degree in mathematics from Duke University.

We believe Mr.

Blend is qualified to serve on the System1 Board because of his extensive business and leadership experience in the digital advertising and technology industries.

Brian Coppola has been System1’s chief product officer since June 2019, and previously served as System1’s vice president and then executive vice president of product since October 2015.

Prior to System1, Mr.

Coppola was the senior vice president of product at Amobee from 2013 to 2015, which he joined via SingTel’s acquisition of Adconion Direct in 2014.

Coppola holds a bachelor’s degree in finance from Loyola Marymount University.

Paul Filsinger has been System1’s president since April 2019, and previously served as System1’s senior vice president of media since April 2017.

Filsinger joined System1 through its acquisition of Qool Media in 2017, where he served as chief technology officer.

Prior to Qool Media, Mr.

Filsinger was president and founder of World Wide Interactive from 2008 until it was acquired by Qool Media in 2013, and chief technology officer of Geosign from 2001 to 2008.

Tridivesh Kidambi has been System1’s chief financial officer since 2016.

Prior to System1, Mr.

Kidambi was the executive vice president, finance & analytics of TV Time from October 2015 to 2016, chief financial officer of EZ Texting from 2014 to 2015, and vice president, finance at Leaf Group Ltd.

LEAF) from 2007 to 2014.

Kidambi currently serves on the board of directors of Protected.net.

Kidambi received his MBA from Claremont Graduate University’s Drucker School of Management, and holds a bachelor’s degree in economics and mathematics from Claremont McKenna College.

Jennifer Robinson has been System1’s chief technology officer since May 2021.

Prior to System1, Ms.

Robinson was executive vice president, product & technology at Zefr, Inc., a contextual advertising company powered by patented machine learning technology since 2019, and chief technology officer at AwesomenessTV (now a ViacomCBS company) from 2015 to 2018.

Robinson received her MBA from NYU’s Stern School of Business, and holds a bachelor’s degree in computer science from The University of Chicago.

Beth Sestanovich has been System1’s chief people officer since June 2021, and previously served as System1’s chief operations officer since August 2016.

Prior to System1, Ms.

Sestanovich was the founding partner and principal of Summit Advisors, a management consulting and advisory firm, from 2014 to 2016, and the chief executive officer and group publisher of the LA Weekly & OC Weekly from 2002 to 2013.

Sestanovich also held senior management positions at Carsdirect.com and The Los Angeles Times from 1993 to 2002.

Sestanovich received her Master’s in psychology and organizational behavior from Pepperdine University, and holds a bachelor’s degree in psychology with a minor in economics from UCLA.

Daniel Weinrot has been System1’s general counsel since January 2018.

Prior to System1, Mr.

Weinrot was general counsel and deputy general counsel at Leaf Group Ltd.

LEAF and f/k/a Demand Media, Inc.

DMD), a diversified digital media and marketplaces company, from 2010 to 2018, and deputy general counsel at Las Vegas Sands Corp (NYSE:

LVS), a leading international developer of integrated casino resorts, from 2006 to 2010.

Weinrot started his career as a corporate associate at Latham & Watkins LLP in Los Angeles in 2000.

Weinrot received his J.D.

from The UCLA School of Law, and holds a bachelor’s degree in political economy from U.C.

Non-Employee Directors

John Civantos has been a member of our Board since February 2022.

From August 2020 to March 2022, Mr.

Civantos served as Co-Head of Private Capital Group at MSD Partners, L.P.

Prior to MSD Partners, Mr.

Civantos served as a Managing Partner and was a member of the Investment Committee at Court Square Capital Partners, a U.S.

middle market private equity firm, where he worked from April 2004 to March 2019.

At Court Square Capital Partners, Mr.

Civantos was primarily involved in the firm’s efforts investing in the Business Services and Technology sectors.

Civantos received his BA from Duke University and his MBA from the Wharton School of the University of Pennsylvania.

He also holds an M.A.

in International Affairs from the Johns Hopkins School of Advanced International Studies.

Foley, II is a co-founder of Trebia Acquisition Corporation and has served as the Chairman of Cannae since July 2017 as well as the Managing Member and Senior Managing Director of Trasimene Capital Management, LLC, an investment advisory firm, since November 2019.

Prior to Trasimene Capital he served as Executive Chairman at Black Knight, Inc., a technology and analytics services company for the mortgage and real estate industries, from January 2014 to December 2019.

Foley is a founder of Fidelity National Financial, Inc., and has served as the Chairman of the Board of Directors of Fidelity National Financial, Inc.

Foley has also served as the Chairman of Foley Trasimene Acquisition Corp.

I since May 2020, and before that as the Executive Chairman from March 2020 until May 2020.

Foley has also served as the Chairman of Foley Trasimene Acquisition Corp.

II since July 2020 and as a Director of Austerlitz Acquisition Corporation II since January 2021.

Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines Holdings, Inc., and also as Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC.

Foley has served as a member of the board of directors of numerous companies including Black Knight, as Chairman from December 2019 to June 2021 and subsequently as Chairman Emeritus;

FGL Holdings, Inc.

from April 2016 to June 2020 and Ceridian HCM Holding Inc.

from September 2013 to August 2019.

Foley also serves as the Chairman of The Dun & Bradstreet Corporation.

Foley received his MBA from Seattle University and his JD from the University of Washington.

Foley holds a bachelor’s degree in engineering from the United States Military Academy at West Point.

We believe Mr.

Foley is qualified to serve on the System1 Board because of his extensive leadership experience at public companies.

Dexter Fowler is an American professional baseball outfielder who has played in 14 Major League Baseball (MLB) seasons, most recently for the Los Angeles Angels since April 2021.

Prior to the Angels, Mr.

Fowler played for the St.

Louis Cardinals from April 2017 to October 2020, for the Chicago Cubs from April 2015 to October 2016 and before that for the Houston Astros from April 2014 to October 2014.

Fowler began his MLB career with the Colorado Rockies in 2004.

Fowler also represented the United States in the 2008 Summer Olympics, as a member of the United States national baseball team.

Fowler currently serves on the board of directors of Austerliz Acquisition Corporation I, a publicly traded special purpose acquisition company.

We believe Mr.

Fowler is qualified to serve on the System1 Board because of his professional experience and experience in serving public company boards of directors.

Caroline Horn has been a Partner of Andresseen Horowitz since April 2012 where she provides strategic advice to portfolio founders and CEOs on how to assess, hire, develop and retain the best executive talent.

Additionally, Ms.

Horn has served as an advisor at Strava since April 2014 where she provides strategic advice on hiring and people related issues.

Previously, Ms.

Horn served as an Executive Recruiting Manager and Executive Recruiter for Global Leadership for Google, Inc.

GOOGL) from September 2004 to April 2012.

Horn holds a bachelor’s degree in Anthropology from Dartmouth College.

We believe Ms.

Horn is qualified to serve on the System1 Board because of her leadership experience and expertise in company scaling and technology sectors.

Moujan Kazerani has been a Founding Partner of Stibel Investments since co-founding it in December 2010, and Bryant Stibel since co-founding it in November 2013.

Previously, Ms.

Kazerani served as General Counsel, Chief Compliance Officer & Head of HR and Culture at Dun & Bradstreet Credibility Corporation and later as Leader of Global Corporate Strategy for D&B (NYSE:

DNB) from September 2010 to July 2017.

Prior to D&B, Ms.

Kazerani served as General Counsel & Secretary at Zag.com which launched and merged with TrueCar, Inc.

TRUE) from November 2006 to September 2010 and advised on the company’s compensation and audit committees of the board.

Kazerani started her career as a corporate associate at Gibson, Dunn & Crutcher LLP.

Kazerani currently serves on the board of directors of RingDNA, and Tailwind International Acquisition Corp.

where she also serves on its audit committee.

She received her JD from The UCLA School of Law and holds a bachelor’s degree in psychology from U.C.

We believe Ms.

Kazerani is qualified to serve on the System1 Board because of her substantial operational and executive experience.

is a co-founder of Trebia Acquisition Corp.

and has served as a director since February 2020.

He has served as a director of Foley Trasimene since May 2020.

In addition, he

has served as a director of Cannae Holdings since November 2017.

Martire has served as the Executive Chairman of NCR Corporation

In addition, he has served as a director of Cannae since November 2017.

Martire has served as the Executive Chairman of NCR Corporation (NYSE:

NCR) since May 2018.

Martire served as Chairman of FIS from January 2017 until May 2018, and as Executive Chairman

of FIS from January 2015 through December 2016.

Martire served as Chairman of the Board and Chief Executive Officer of

FIS from April 2012 until January 2015.

Martire joined FIS as President and Chief Executive Officer after its acquisition

of Metavante in October 2009, where he had served as Chairman of the Board and Chief Executive Officer since January 2003.

served as President and Chief Operating Officer of Call Solutions, Inc.

from 2001 to 2003 and President and Chief Operating

Officer, Financial Institution Systems and Services Group of Fiserv from 1991 to 2001.

Martire's qualifications to serve

on our board of directors include his years of experience in providing technology solutions to the banking industry, particularly

his experience with FIS and Metavante, his knowledge of and contacts in the financial services industry, his strong leadership

abilities and experience in driving growth and results in large complex business organizations.

Danola has served as President of the Company since February 2020.

Danola has been a Partner of Bridgeport

Partners since February 2020.

Danola served as President and Chief Executive Officer of Threshold Consulting LLC

from February 2017 until February 2020 and served as an independent contractor for Catalyst Consulting Group and Advent

International Corporation from 2013 until February 2020.

Danola has over 40 years of experience in strategy,

sales and operations with vast M&A experience spanning three decades at FIS, Metavante, Fiserv and Citicorp.

In his prior roles,

he has been a leader of business segments including wealth management, core banking, business analytics, delivery channel optimization,

enterprise risk management and consulting.

Danola has also served as a director of Junior Achievement of Wisconsin since

May 2006 and as a director of Friendship Circle of Wisconsin since March 2019.

Kumar has served as Chief Financial Officer of the Company since February 2020 and has served as a Partner

of Bridgeport Partners since November 2019.

Kumar was a Principal at Motive from July 2019 to November 2019

and prior to that was a Vice President at Wafra, Inc.

in the Alternative Investments Division from August 2014 to April 2019.

Kumar has over 10 years of transaction experience across private and public markets with a particular focus on financial

services and technology companies.

Kumar has also served as a director of Newest York Arts Press, Inc.

since June 2017.

Levy serves as a director of Trebia Acquisition Corp.

and has served as Chief Executive Officer of Capco, a specialized

global management consultancy, focused exclusively on the financial services industry, since 2015.

Prior to joining Capco, Mr.

served on the Executive Team of FIS as Head of Consulting Services and spent more than 15 years at Accenture, where he was a member

of the Financial Services Leadership Team and the Accenture Leadership Council.

At Accenture Lance held the position of Accenture's

Senior Managing Director of Financial Services in Europe, Africa, and Latin America.

Prior to this role, he served for many years

as Accenture's Global Head of Sales in Financial Services.

Linehan serves as a director of

Trebia Acquisition Corp and has served as a director of Cannae Holdings since September 2019.

Linehan has served as President

and Chief Executive Officer of Wynmark, a private real estate investment and development company, since he founded the company in 1993.

Prior to founding Wynmark, he served as a Senior Vice President with Trammell Crow Company (“Trammell”) in Los Angeles, California.

Prior to working for Trammell, Mr.

Linehan worked for Kenneth Leventhal, a Los Angeles-based public accounting firm specializing

in the real estate industry which is now part of Ernst & Young LLP.

Linehan serves on the board of directors of

Hudson Pacific since 2010, and previously served on the board of directors of Condor Hospitality from March 2016 to December 2017.

addition, Mr.

Linehan serves as a Director of Direct Relief.

Linehan has a Bachelor of Arts degree in Business Economics

from UCSB and is a Certified Public Accountant.

Linehan's qualifications to serve on our board include more than 25 years

of business management and leadership experience, his experience as an entrepreneur and his strategic vision and innovation.

Stallings serves as a director of Trebia Acquisition Corp.

and has served as a director of Cannae Holdings

since January 2018.

He also has served as a Director of UGI since 2015 and as a Director of FIS since 2013.

Since 2013, Mr.

has been a Managing Partner and Chief Executive Officer of PS27 Ventures, a private investment fund focused on technology companies.

From 2009 until his retirement in January 2013, Mr.

Stallings served as General Manager of Global Markets in IBM's Systems

and Technology Group.

From 2002 to 2009, Mr.

Stallings served in a variety of roles at IBM, including General Manager, Enterprise

Systems, IBM Systems and Technology Group.

From 2000 to 2002, Mr.

Stallings founded and ran E House, a consumer technology

company, and prior to that, Mr.

Stallings worked for Physician Sales & Services, a medical supplier.

1984 to 1996, Mr.

Stallings worked in various capacities for IBM.

Stallings's qualifications to serve on our board

include more than 25 years of experience in the information technology industry, including leadership roles in business management,

strategy and innovation, his experience as an entrepreneur and his financial expertise.

Number and Terms of Office

of Officers and Directors

Our board of directors will be divided

into three classes, with only one class of directors being elected in each year, and with each class (except for those directors

appointed prior to our first annual general meeting) serving a three-year term.

In accordance with the NYSE corporate governance

requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our

listing on the NYSE.

The term of office of the first class of directors, consisting of Lance Levy, will expire at our first annual

general meeting.

The term of office of the second class of directors, consisting of Mark D.

Linehan and James B.

will expire at our second annual general meeting.

The term of office of the third class of directors, consisting of William P.

Foley, II and Frank R.

Martire, Jr., will expire at our third annual general meeting.

We may not hold an annual

general meeting until after we complete our initial business combination.

Prior to the completion of an initial business

combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove

a member of the board of directors for any reason.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to nominate persons to the offices set forth in our amended and restated memorandum and articles of association as

it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers may consist of

one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary,

treasurer and such other offices as may be determined by the board of directors.

Martire served as Chairman of FIS from January 2017 until May 2018.

Martire served as Executive Chairman of FIS from January 2017 until May 2018, and as Executive Chairman of FIS from January 2015 through December 2016.

Martire served as Chairman of the Board and Chief Executive Officer of FIS from April 2012 until January 2016.

Martire joined FIS and President and Chief Executive Officer after its acquisition of Metavante in October 2009, where he had served as Chairman of the Board and Chief Executive Officer since January 2003.

Martire served as President and Chief Operating Officer of Call Solutions, Inc.

from 2001 to 2003 and President and Chief Operating Officer, Financial Institution Systems and Services Group of Fiserv from 1991 to 2001.

Martire’s qualifications to serve on the System1 Board include his years of experience in providing technology solutions to the banking industry, particularly his experience with FIS and Metavante, his knowledge of and contacts in the financial services industry, his strong leadership abilities and experience in driving growth and results in large complex business organizations.

We believe Mr.

Martire is qualified to serve on the System1 Board because of his extensive leadership experience at public companies.

Christopher Phillips is a co-founder of Protected.net and has served as both its Chief Executive Officer and a director since May 2016.

In addition, he has been the Chief Executive Officer of Just Develop It since he co-founded it in 2008.

Previously, Mr.

was Chief Executive Officer and Director of WZUK, a global provider of websites and web hosting.

He held both positions from April 2014 until the company was sold to Endurance International Group in July 2017.

From January 2011 to January 2015, Mr.

Phillips served as Chief Executive Officer of JDI Backup, a leading provider of cloud storage services.

We believe Mr.

Phillips is qualified to serve on the System1 Board because of his business and leadership experience.

Jennifer Prince is the Chief Commercial Officer of the Los Angeles Rams, an American football team in the National Football League, a position that she recently started in December 2021.

From December 2020 through December 2021 Ms.

Prince served as the global VP and head of global content partnerships for Twitter, where she led the social network’s worldwide efforts engaging with media entities and individual creators since 2013.

Prior to Twitter, Ms.

Prince was head of industry for film and television at Google and head of media and entertainment at YouTube from April 2011 to August 2013.

Prince was also SVP of advertising at Demand Media from June 2007 to April 2011.

Prince currently serves on the board of directors of Versus Systems Inc.

and Ghostcast Inc.

Prince holds a bachelor’s degree in communications from U.C.

Santa Barbara.

We believe Ms.

Prince is qualified to serve on the System1 Board because of her substantial leadership experience and media expertise.

Corporate Governance Guidelines and Code of Business Conduct

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and standards as applicable.

In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The full text of our Corporate Governance Guidelines and its Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website (https://ir.system1.com/governance/governance-documents/).

Board Composition

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of its business and structure, our Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Director Independence

NYSE listing standards require that a majority

of our board of directors be independent.

An "independent director"

is defined generally as a person other than an officer

or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's

board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of

Our board of directors has determined that Lance Levy, Mark D.

Linehan and James B.

Stallings are "independent

directors"

as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Executive Officer and Director

None of our executive officers or directors

have received any cash compensation for services rendered to us.

Commencing on the date that our securities are first listed on

the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse BGPT Trebia LP

for office space and administrative support services provided to us in the amount of $10,000 per month.

In addition, our sponsors,

executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsors, executive

officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using

funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have

any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business

Other than these payments and reimbursements, no compensation of any kind, including finder's and consulting fees,

will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior to

completion of our initial business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors

of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation

to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by

a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board

of directors.

We do not intend to take any action to

ensure that members of our management team maintain their positions with us after the completion of our initial business combination,

although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements

to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements

to retain their positions with us may influence our management's motivation in identifying or selecting a target business but we

do not believe that the ability of our management to remain with us after the completion of our initial business combination will

be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements

with our executive officers and directors that provide for benefits upon termination of employment.

Our Class A Common Stock is listed on NYSE.

NYSE listing standards require that a majority of our Board be independent.

An “independent director” is defined generally as a person other than an officer or employee of System1 or its subsidiaries or any other individual having a relationship with System1 which in the opinion of our Board, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have “independent directors” as defined in NYSE’s listing standards and applicable SEC rules.

Our Board has determined that John Civantos, William P.

Foley, II., Dexter Fowler, Caroline Horn, Moujan Kazerani, Frank R.

and Jennifer Prince are “independent directors” as defined in the NYSE listing standards and applicable SEC rules.

Committees of the Board

Upon the effectiveness of the registration

statement of which this prospectus forms a part, our board of directors will have three standing committees:

an audit committee,

a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of

the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee

of a listed company be comprised solely of independent directors.

Our Board directs the management of its business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees.

We have a standing audit committee, compensation committee and nominating and corporate governance committee, each of which operate under a written charter.

In addition, from time to time, special committees may be established under the direction of our Board when it deems it necessary or advisable to address specific issues.

Current copies of our committee charters have been posted on our website, www.system1.com, as required by applicable SEC and the NYSE rules.

The information on or available through any of such website is not deemed incorporated in this Annual Report and does not form part of this Annual Report.

Audit Committee

Upon the effectiveness of the registration

statement of which this prospectus forms a part, we will establish an audit committee of the board of directors.

Linehan, Lance Levy and James B.

Stallings will serve as members of our audit committee.

Our board of directors has determined

that each of Mark D.

Linehan, Lance Levy and James B.

Stallings is independent under the NYSE listing standards and applicable

Linehan will serve as the chairman of the audit committee.

Each member of the audit committee is financially

literate and our board of directors has determined that Mark D.

Linehan qualifies as an "audit committee financial expert"

as defined in applicable SEC rules.

The primary functions of the audit committee

appointing, determining compensation and overseeing our independent registered public accounting

reviewing and approving the annual audit plan for the Company;

overseeing the integrity of our financial statements and our compliance with legal and regulatory

requirements;

discussing the annual audited financial statements and unaudited quarterly financial statements

with management and the independent registered public accounting firm;

pre-approving all audit services and permitted non-audit services to be performed by our independent

registered public accounting firm, including the fees and terms of the services to be performed;

establishing procedures for the receipt, retention and treatment of complaints (including anonymous

complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

monitoring our environmental sustainability and governance practices;

discussing earnings press releases and financial information provided to analysts and rating agencies;

discussing with management our policies and practices with respect to risk assessment and risk

reviewing any material transaction with our Chief Financial Officer that has been approved in accordance

with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President;

producing an annual report for inclusion in our proxy statement, in accordance with applicable

rules and regulations.

Our audit committee consists of Frank R.

Martire, Jr., Moujan Kazerani and Jennifer Prince with Frank R.

serving as the chair of the committee.

Our Board has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE.

Each member of our audit committee meets the requirements for financial literacy under the applicable NYSE rules.

In arriving at this determination, our Board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

Our Board has determined that Frank R.

qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE rules.

In making this determination, our Board has considered Frank R.

Martire, Jr.’s formal education and previous and current experience in financial and accounting roles.

Both our independent registered public accounting firm and management periodically will meet privately with our audit committee.

The audit committee’s responsibilities include, among other things:

● appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

● discussing with our independent registered public accounting firm their independence from management;

● reviewing with our independent registered public accounting firm the scope and results of their audit;

● pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual consolidated financial statements that System1 files with the SEC;

● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters;

● the performance of our internal function.

Compensation Committee

The members of our compensation committee are Frank R.

and Thomas M.

Hagerty, and Frank R.

serves as chairman of the compensation committee.

Our board of directors has determined that each of Frank R.

and Thomas M.

Hagerty are independent in accordance with the NYSE listing standards and for the purposes of serving

on the compensation committee.

The principal functions of the compensation committee include:

reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s

performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation;

setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers

who file reports of their ownership, and changes in ownership, of the Company’s common stock under Section 16(a) of

the Exchange Act (the “Section 16 Officers”), as designated by our board of directors;

making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject

to board approval;

approving any employment or severance agreements with our Section 16 Officers;

granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers;

approving the compensation of our directors;

producing an annual report on executive compensation for inclusion in our proxy statement, if required in accordance with applicable

rules and regulations.

The charter of the compensation committee provides that the

compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the

past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving

on our board of directors.

Nominating Committee

Upon the effectiveness of the registration

statement of which our prospectus forms a part, we will establish a nominating committee of our board of directors.

of our nominating committee will be Lance Levy and Mark D.

Linehan, and Lance Levy will serve as chairman of the nominating

Under the NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors.

Our board of directors has determined that each of Lance Levy and Mark D.

Linehan is independent.

The nominating committee is responsible

for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers

persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees,

which will be specified a charter to be adopted by us, generally provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors

and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense

dedication to serving the interests of the shareholders.

The nominating committee

will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism

in evaluating a person's candidacy for membership on the board of directors.

The nominating committee may require certain skills

or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also

consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee

does not distinguish among nominees recommended by shareholders and other persons.

Our compensation committee consists of Moujan Kazerani, Frank R.

and Jennifer Prince, with Moujan Kazerani serving as the chair of the committee.

Each of these individuals are non-employee directors, as defined in Rule 16b-3 promulgated under the Exchange Act.

Our Board has determined that each of these individuals are “independent” as defined under the applicable the NYSE listing standards, including the standards specific to members of a compensation committee.

The compensation committee’s responsibilities include, among other things:

● reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the Board regarding the compensation of our Chief Executive Officer;

● reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;

● making recommendations to our Board regarding the compensation of our directors;

● reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements;

● appointing and overseeing any compensation consultants.

We believe that the composition and functioning of our compensation committee meets the requirements for independence under the current the NYSE listing standards.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Caroline Horn, Dexter Fowler and Jennifer Prince, with Caroline Horn serving as the chair of the committee.

Our Board has determined that each of these individuals is “independent” as defined under the applicable listing standards of the NYSE and SEC rules and regulations.

The nominating and corporate governance committee’s responsibilities include, among other things:

● identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;

● recommending to our Board the nominees for election to System1’s Board at annual meetings of our stockholders;

● overseeing an evaluation of our Board and its committees;

● developing and recommending to our Board a set of corporate governance guidelines.

We believe that the composition and functioning of our nominating and corporate governance committee meets the requirements for independence under the current the NYSE listing standards.

Our Board may from time to time establish other committees.

Code of Ethics

We have adopted a Code of Ethics applicable

to our directors, officers and employees.

You can review these documents by accessing our public filings at the SEC’s web

site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

to disclose any amendments to or waivers of certain provisions of our Code of Ethics applicable to our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in

a Current Report on Form 8-K or posting such information on our website.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following

fiduciary duties:

duty to act in good faith in what the director

or officer believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for

which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the

exercise of future discretion;

duty to exercise powers fairly as between

different sections of shareholders;

duty not to put themselves in a position in

which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also

owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent

person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that

As set out above, directors have a duty

not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit

as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or

authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission

granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general

Certain of our officers and directors presently

have, 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.

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.

Certain of our officers and directors presently have, 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.

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.

We have a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The code of ethics is available on our website, www.system1.com and attached herein as Exhibit 14.1.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity, other than System1, that has one or more executive officers serving as a member of our Board.

Related Person Policy of System1

Our Board has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship in which System1 or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “Related Person” means:

● any person who is, or at any time during the applicable period was, one of Our executive officers or a member of Our Board;

● any person who is known by System1 to be the beneficial owner of more than 5% of our voting stock;

● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than 5% of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our voting stock;

● any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

Specifically, pursuant to its audit committee charter, the audit committee has the responsibility to review related person transactions.

Executive Compensation

None of our executive officers or directors

have received any compensation for services rendered to us.

Commencing on the date that our securities were first listed on the

NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse BGPT Trebia LP

for office space and administrative support services provided to us in the amount of $10,000 per month.

In addition, our sponsors,

executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsors, executive

officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using

funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have

any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting

fees, will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior

to completion of our initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with the combined company may be paid consulting or management fees from the combined

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender

offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on

the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount

of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business

will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers

will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely

by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to

ensure that members of our management team maintain their positions with the combined company after the completion of our initial

business combination, although it is possible that some or all of our executive officers and directors may negotiate employment

or consulting arrangements to remain with the combined company after our initial business combination.

The existence or terms of

any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation

in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after

the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination

of employment.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2021 Summary Compensation Table” below.

In 2021, our “named executive officers” and their positions were as follows:

● Ian Weingarten, Chief Executive Officer (2020-February 2021)

● Michael Blend, Chief Executive Officer (February 2021-present)

● Tridivesh Kidambi, Chief Financial Officer

● Jennifer Robinson, Chief Technology Officer

We note that Mr.

Weingarten terminated employment with us on February 22, 2021.

Michael Blend, our Co-Founder and Executive Chairman of the Board, replaced Mr.

Weingarten as our Chief Executive Officer in February 2021.

Blend currently receives a nominal base salary in the amount of $0.26 annually, and did not receive any cash compensation or incentive equity awards from us during either 2020 or 2021.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt following the closing of the Business Combination may differ materially from the currently planned programs summarized in this discussion.

2021 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2020 and 2021.

Name and Principal Position

Ian Weingarten

Chief Executive Officer (2020) (1)

Michael Blend

Chief Executive Officer (2021)

Tridivesh Kidambi

Chief Financial Officer

Jennifer Robinson

Chief Technology Officer

Weingarten terminated employment and ceased to be our Chief Executive Officer, effective as of February 22, 2021, and was succeeded by Michael Blend, who is also our Co-Founder and Executive Chairman of the Board.

(2) Amounts paid to Mr.

Weingarten and Ms.

Robinson reflect the pro-rated amount of their base salary paid to them in 2021, based on the length of their actual employment with us in 2021.

(3) Amounts reflect the full grant-date fair value of Series F Units in OpenMail and Value Creation Units (“VCUs”) granted during 2021, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual.

We provide information regarding the assumptions used to calculate the value of grants made to executive officers in our Notes to the consolidated financial statements included in this prospectus.

(4) Non-equity incentive plan compensation consists of payments made pursuant to our annual incentive bonus program based on our pro-forma billings-based adjusted EBITDA performance.

The 2021 bonus for Ms.

Robinson was pro-rated to reflect her partial year of service.

Neither Messrs.

Weingarten nor Blend participated in our 2021 annual cash incentive program.

(5) For fiscal year 2021, all other compensation consists of:

(a) Employer-match contributions to our 401(k) plan on behalf of Messrs.

Weingarten and Kidambi and Ms.

Robinson in the amounts of $2,831, $9,808, and $5,077, respectively;

(b) Distributions not taken into account in determining grant-date fair value under ASC Topic 718 in respect of Series B Units issued by Openmail to Mr.

Kidambi in the amount of $43,777;

Weingarten upon his termination of employment in February 2021 in the amount of $378,571, consisting of (i) continued payment of his base salary in effect at the time of termination for a period of 6 months (in an aggregate amount of $200,000), (ii) payment of fifty percent (50%) of his annual target bonus (in an amount of $130,000), and (iii) company-subsidized COBRA premiums for up to eighteen months following termination (in an aggregate value of $48,571).

(6) Represents a one-time signing bonus paid to Ms.

Robinson in connection with her commencement of employment with us in May 2021.

2021 Salaries

Each of our named executive officers (other than Mr.

Blend) receives a base salary to compensate for services rendered to our company.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting and accounting for the executive’s skill set, experience, role and responsibilities.

The base salary amounts earned by our named executive officers for 2021 are set forth above in the Summary Compensation Table in the column entitled “Salary”.

As of January 27, 2022, the annual base salary for Mr.

Kidambi was $350,000 and the annual base salary for Ms.

Robinson was $325,000.

We expect to further evaluate the base salaries of our executive officers, including our named executive officers, in consultation with our compensation consultant, in connection with consummating the Business Combination and periodically thereafter.

2021 Cash Incentive Compensation

2021 Annual Cash Incentive Compensation

Our named executive officers (other than Mr.

Blend) are eligible to earn annual cash incentives under our annual incentive program, determined as a percentage of the applicable officer’s base salary and based on our operating and financial performance, including our annual pro-forma billings based adjusted EBITDA performance, as well as the named executive officer’s contributions to our operating and financial performance.

Annual cash incentives for Mr.

Kidambi and Ms.

Robinson are targeted at 25% and 40% of the applicable officer’s base salary, respectively.

Weingarten did not participate in our 2021 annual incentive program because his employment with us terminated in February 2021.

In addition, as noted above, Mr.

Blend does not currently (and did not in 2020) participate in our annual cash incentive program.

The actual annual cash bonuses awarded to Mr.

Kidambi and Ms.

Robinson are set forth in the Summary compensation Table above in the column entitled “Non-Equity Incentive Plan Compensation”.

Signing Bonus

In May 2021, in connection with her commencement of employment with us, Ms.

Robinson received a one-time signing bonus equal to $80,000.

Robinson’s employment is terminated for “cause” or due to her resignation without “good reason” (each as defined in her employment agreement with us) during the first year of her employment, the signing bonus is repayable to the Company (either in full or, if the termination occurs after the first six months of her employment, with respect to a pro-rata portion thereof).

Equity Compensation

During 2021, in connection with the entry into her employment agreement, we granted 100,000 VCUs to Ms.

Robinson under the S1 Holdco 2017 Value Creation Plan.

Each VCU represented an appreciation right entitling Ms.

Robinson to a share of our appreciated value above the VCU distribution threshold (or strike price), which was $10.00 per VCU with respect to Ms.

Robinson’s 2021 VCU grant.

Robinson’s VCUs are eligible to vest as to 25% of the awarded VCUs on the first anniversary of the vesting start date (which was the commencement of her employment in May 2021) and, with respect to the remaining 75% of the awarded VCUs, in substantially equal quarterly installments thereafter through the fourth anniversary of the vesting start date, subject to Ms.

Robinson’s continued service through the applicable vesting date, and further subject to accelerated vesting in certain circumstances.

In addition, during 2021, Mr.

Kidambi received a grant of 52,500 Series F Units in Openmail, which are intended to constitute “profits interests” for federal income tax purposes.

Such Series F Units are were originally eligible to vest in full upon the later of (i) May 1, 2022 or (ii) the date on which Openmail disposes of its entire ownership interest in Mr.

Kidambi’s employer, in each case, subject to his continued employment through the applicable vesting date.

However, simultaneously with the closing of the Business Combination, the Series F Units were amended such that the Series F Units will vest in full on May 1, 2022 (subject to Mr.

Kidambi’s continued employment through such date).

In connection with the Business Combination, our Board adopted, and our stockholders approved, the 2022 Incentive Award Plan (referred to herein as the 2022 Plan).

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

We expect that our named executive officers will continue to be eligible to participate in the 401(k) plan on the same terms as other full-time employees.

The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan.

Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made.

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions without any minimum prior service period, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

Health/Welfare Plans.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, which also cover their respective eligible dependents, including:

● medical, dental and vision benefits;

● medical and dependent care flexible spending accounts;

● short-term and long-term disability insurance;

● life insurance.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

We do not make gross-up or similar payments to cover any of our named executive officers’ personal income taxes that may pertain to compensation or perquisites paid or provided by our company, including with respect to any taxes that may arise under or by operation of Internal Revenue Code Sections 280G or 409A.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2021.

We note that Mr.

Blend, our current CEO, did not hold any outstanding equity awards as of December 31, 2021.

Option Awards

Unexercisable

Ian Weingarten

Tridivesh Kidambi

Jennifer Robinson

(1) These S1 Holdco VCUs will fully vest upon satisfaction of both a service-vest and performance-vest (liquidity event) condition.

The service-vest condition is satisfied based on continued service as a director of the Company or employment (as applicable) over a four-year period, with 25% of the VCUs service-vesting on the first anniversary of the vesting commencement date and the remaining 75% of the VCUs service-vesting in substantially equal quarterly increments for three years

thereafter, subject to continued service or employment (as applicable) through the applicable service vesting date.

The performance-vest condition is satisfied upon the occurrence of a change in control or certain public offerings of our securities (or those of our affiliate), in any case, occurring on or prior to the expiration date, which occurs six years from the date of grant.

(2) This amount reflects the value of an unvested profits interest granted to Mr.

Weingarten in April 2019 (referred to below as the “Profits Interest”) in connection with his initial employment as our former Chief Executive Officer, which entitled Mr.

Weingarten to 5% of distributions made by S1 Holdco, LLC after a return on invested capital to its existing investors, subject to a participation threshold of $300,000,000 (which threshold was subject to adjustment as set forth in System1 Holdco, LLC’s operating agreement).

The Profits Interest was eligible to vest over a period of four years from the date of grant in substantially equal quarterly increments based on Mr.

Weingarten’s continued employment through the applicable vesting date, subject to 50% accelerated vesting upon certain qualifying transactions (based on continued employment through the applicable transaction) and 100% accelerated vesting upon an involuntary termination within three months after a qualifying transaction.

A portion of Mr.

Weingarten’s Profits Interest was deemed vested in connection with his termination of employment, a portion was forfeited, and a portion remained unvested as of December 31, 2021, in each case, as described below under “Executive Compensation Arrangements.”

(3) These Openmail Series B-1 Units are intended to constitute “profits interests” for federal income tax purposes, and vest with respect to 25% of the award on the first anniversary of the vesting start date, and with respect to 75% of the award quarterly thereafter (referred to below as the “Openmail Vesting Schedule”), subject to the executive’s continued service through the applicable vesting date, and vested in full upon the closing of the Business Combination.

(4) These Openmail Series F Units are intended to constitute “profits interests” for federal income tax purposes, and vest upon the later of a liquidation event based on continued service through the liquidation event, except that if a liquidation event occurs within four years following the date of grant, then only the number of profits interests that would have vested as of the liquidation event based on the Openmail Vesting Schedule will vest upon the liquidation event, and the remainder of the award will vest on the Openmail Vesting Schedule based on continued service through the applicable vesting date.

However, concurrently with the closing of the Business Combination, such Series F units were amended such that the Series F units became 50% vested upon the closing of the Business Combination, and the remaining 50% will vest in eight equal installments on each of the first eight quarterly anniversaries of the closing thereafter (subject to the applicable executive’s continued employment through such date).

(5) These Openmail Series F Units are intended to constitute “profits interests” for federal income tax purposes, and originally vested upon the later of (i) May 1, 2025 or (ii) the date on which Openmail disposes of its entire ownership interest in the applicable executive’s employer, in each case, subject to the applicable executive’s continued employment through the applicable vesting date.

However, concurrently with the closing of the Business Combination, such Series F Units were amended such that the Series F Units will vest in full on May 1, 2022 (subject to Mr.

Kidambi’s continued employment through such date).

Executive Compensation Arrangements

We are party to employment agreements with each of Mr.

Kidambi and Ms.

The Company was previously party to an employment agreement with Mr.

Weingarten, which was terminated in connection with his termination of employment.

In connection with his termination, the Company entered into a separation agreement with Mr.

Kidambi’s and Ms.

Robinson’s employment agreements and Mr.

Weingarten’s separation agreement are summarized below.

Tridivesh Kidambi Employment Agreement

We are party to an employment agreement with Mr.

Kidambi that was entered into by our predecessor entity in October 2016, pursuant to which Mr.

Kidambi serves as our Chief Financial Officer.

Kidambi’s employment agreement sets forth the initial terms and conditions of his employment, including his initial base salary and signing bonus.

Under his employment agreement, if Mr.

Kidambi’s employment with us is terminated without “cause” (as defined therein) or by Mr.

Kidambi for “good reason” (as defined therein), he will be eligible for the following severance benefits (in addition to any accelerated vesting separately provided under applicable award agreement(s)):

(i) continued payment of his then-current base salary for 3 months and (ii) company-subsidized COBRA premiums for up to 6 months.

Jennifer Robinson Employment Agreement

We are party to an employment agreement with Ms.

Robinson that was entered into in May 2021, pursuant to which Ms.

Robinson serves as our Chief Technology Officer.

Robinson’s employment agreement sets forth the initial terms and conditions of her employment, including her initial base salary of $300,000, a signing bonus of $80,000 (discussed above under “ 2021 Cash Incentive Compensation-Signing Bonus ”), and an annual bonus targeted at 40% of her base salary.

Under her employment agreement, if Ms.

Robinson’s employment with us is terminated without “cause” (as defined therein) or by Ms.

Robinson for “good reason” (as defined therein), she will be eligible for the following severance benefits (in addition to any accelerated vesting separately provided under applicable award agreement(s)):

(i) continued payment of her then-current base salary for 6 months, (ii) company-subsidized COBRA premiums for up to 6 months, and (iii) accelerated vesting of 25% of her 2021 VCU grant (or such lesser portion of such award that is then-unvested).

If such termination occurs within six months after a “change in control” of the Company (which excludes the

Business Combination), then in lieu of the accelerated vesting described in the preceding sentence, her 2021 VCU grant will vest in full (to the extent then-unvested) upon such termination.

Ian Weingarten Separation Agreement

In connection with his termination in February 2021, the Company entered into a separation agreement with Mr.

Pursuant to this separation agreement, Mr.

Weingarten’s employment was terminated, effective February 22, 2021.

Weingarten executed a release of claims in connection with his termination and received the following severance benefits:

(i) continued payment of his base salary in effect at the time of termination for a period of 6 months, (ii) payment of fifty percent (50%) of his annual target bonus for calendar year 2020, and (iii) company-subsidized COBRA premiums for up to eighteen months following termination (collectively, the “ Severance Payment ”).

Weingarten’s separation agreement also provided that his 2020 VCU grant was deemed to be 75% service-vested (payable on the consummation of the Business Combination in the same manner as other vested VCUs), and that his Profits Interest was deemed (x) vested as to a 3.75% Profits Interest and (y) forfeited as to the remaining 1.25% Profits Interest, in each case, above the applicable adjusted threshold amount (subject to further reduction to a 2.5% Profits Interest in the event that the Business Combination was not consummated).

Director Compensation

The following individuals served as non-employee directors of System1 in 2021:

Foley, II, Frank R.

Martire, Jr., Dexter Fowler, Jennifer Prince, Moujan Kazerani, Caroline Horn and Christopher Phillips.

We have not historically maintained a formal non-employee director compensation program.

However, we have provided cash compensation and awarded options to purchase shares of our Class A Common Stock to non-employee directors from time to time.

Additionally, we reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees.

No compensation was paid to any director for service in 2021.

We maintain a Director Compensation Program for non-employee directors of the Company (the “Non-Employee Director Compensation Program”), which became effective as of February 25, 2022.

Eligible directors are entitled to receive equity compensation for service on the Board under the Non-Employee Director Compensation Program as follows:

Annual Awards.

Commencing with the Company’s annual stockholders meeting for 2023, the Company will grant an award of restricted stock units with a grant date fair value of $180,000 to each eligible director who is serving on the Board as of the date of the Company’s annual stockholders meeting or who is initially elected or appointed to serve on the Board at such annual meeting and, in either case, who will continue to serve on the Board immediately following such annual meeting.

Initial Awards.

For eligible directors initially elected or appointed to serve on the Board after the Company’s annual stockholders meeting for the 2023 calendar year (and other than on the date of an annual meeting), the Company will grant an award of restricted stock units with a grant date fair value of $180,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from the immediately preceding annual stockholders meeting date through the appointment or election date and (b) the denominator of which is 365.

Committee Awards.

Commencing with the Company’s annual stockholders meeting for 2023, for eligible directors serving on a committee of the Board, the Company will grant awards of restricted stock units as follows (prorated for any partial year of service):

Audit Committee Awards.

The Company will grant an award of restricted stock units with a grant date fair value of $50,000 to the eligible director who serves as Chairperson of the Audit Committee and an award of restricted stock units with a grant date fair value of $20,000 to each eligible director who serves as a member of the Audit Committee (other than the Chairperson of the Audit Committee).

Compensation Committee Awards.

The Company will grant an award of restricted stock units with a grant date fair value of $20,000 to the eligible director who serves as Chairperson of the Compensation Committee and an award of restricted stock units with a grant date fair value of $10,000 to each eligible director who

serves as a member of the Compensation Committee (other than the Chairperson of the Compensation Committee).

Nominating and Corporate Governance Committee Awards.

The Company will grant an award of restricted stock units with a grant date fair value of $15,000 to the eligible director who serves as Chairperson of the Nominating and Corporate Governance Committee and an award of restricted stock units with a grant date fair value of $10,000 to each eligible director who serves as a member of the Nominating and Corporate Governance Committee (other than the Chairperson of the Nominating and Corporate Governance Committee).

The number of shares subject to any award will be determined by dividing the value of such award (subject to proration as provided in the terms of the Non-Employee Director Compensation Program) by the closing price for the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), on the New York Stock Exchange (or any applicable securities exchange on which the Company’s Class A Common Stock is then-listed) on the applicable grant date (or on the immediately preceding trading day if the applicable grant date is not a trading day).

Each award shall vest as to twenty-five percent (25%) of the award on each of the first three (3) quarterly anniversaries of the applicable grant date, and as to the remaining twenty-five percent (25%) of the award on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of stockholders following the grant date, subject to the applicable eligible director’s continued service on the Board (or a committee of the Board, as applicable).

All awards of the Non-Employee Director Compensation Program will be granted under, and shall be subject to the terms and provisions of, the Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We have no compensation plans under which equity securities

are authorized for issuance.

The following table sets forth information regarding the beneficial

ownership of our common stock as of March 31, 2021, by:

each person known by us to be a beneficial owner of more than 5% of our outstanding common stock of, on an as-converted basis;

each of our officers and directors;

and all of our officers and directors as a group.

The following table is based on 64,687,500 shares of common stock

outstanding at March 31, 2021, of which 51,750,000 were shares of Class A common stock and 12,937,500 were shares of

Class B common stock.

Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and

investment power with respect to all shares of common stock beneficially owned by them.

Name and Address of Beneficial

Number of Shares Beneficially

Percentage of Outstanding Common

The following table sets forth information with respect to the beneficial ownership of our Common Stock immediately following the consummation of the Business Combination by:

● each person known by us to beneficially own more than 5% of the outstanding shares of our Common Stock;

● each of our directors;

● each of our named executive officers;

● all of our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

Unless otherwise noted, the address of each beneficial owner is c/o System1, 4235 Redwood Avenue, Los Angeles, CA 90066.

Class A Common Stock

Shares of Class A

Beneficial Ownership

Name of Beneficial Owner

Common Stock+

Directors and Executive Officers

Michael Blend(1)

Brian Coppola(2)

Paul Filsinger(3)

Tridivesh Kidambi(4)

Jennifer Robinson

Elizabeth Sestanovich(5)

Daniel Weinrot(6)

John Civantos(7)

Dexter Fowler

Caroline Horn

Moujan Kazerani(9)

Martire, Jr.(10)

Christopher Phillips(11)

Jennifer Prince

All Directors and Executive Officers (15 Individuals)

Greater than 5% Holders

Cannae Holdings, LLC(12)

Stanley Blend(13)

Lone Star Friends Trust(14)

Trasimene Trebia, LP(8)

BGPT Trebia, LP(10)

Foley, II (3)

Frank Martire, III (4)

Integrated Core Strategies (US) LLC

Ratan Capital Master Fund, Ltd

Linehan 

All officers and directors as a group (7 individuals)

*Less than one percent

(1) Unless otherwise noted, the business

address of each of our shareholders is 41 Madison Avenue, Suite 2020, New York, NY 10010

(2) Interests shown consist solely

of founder shares, classified as Class B common stock.

Such shares will automatically convert into Class A common stock

on the first business day following the completion of our initial business combination.

Excludes Class A common stock issuable

pursuant to the forward purchase agreements, as such shares will only be issued concurrently with the closing of our initial business

(3) Trasimene Trebia, LLC is the sole

general partner of Trasimene Trebia, LP.

Trasimene Trebia, LLC has sole voting and dispositive power over the founder shares owned

by Trasimene Trebia, LP.

Foley, II is the sole member of Trasimene Trebia, LLC, and therefore may be deemed to

beneficially own 7,395,937 founder shares and ultimately exercises voting and dispositive power over the founder shares held by

Trasimene Trebia, LP.

Foley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest

The address of each of the entities and individuals in this footnote is 1701 Village Center Circle, Las Vegas, NV 89134.

We currently expect that an affiliate of Cannae Holdings will have an approximately 26% limited partnership interest in Trasimene

As a result, Cannae Holdings is expected to have an indirect economic interest in approximately 26% of the founder

shares and private placement warrants owned by Trasimene Trebia, LP.

(4) Bridgeport Partners GP LLC is

the sole general partner of BGPT Trebia LP.

Bridgeport Partners GP LLC has sole voting and dispositive power over the founder shares

owned by BGPT Trebia LP.

Each of Messrs.

and Frank Martire, III is a managing member of Bridgeport

Partners GP LLC, and therefore may be deemed to beneficially own 5,466,563 founder shares and jointly exercises voting and dispositive

power over the founder shares held by BGPT Trebia LP.

Each of Messrs.

and Frank Martire, III

disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein

Certain Relationships and Related Transactions, and Director Independence

Nicholas Baker(15)

CEE Holdings Trust(16)

Denotes less than 1%

Represents shares of Class A Common Stock that the stockholders shown (i) beneficially own as of January 27, 2022 or (ii) have the right to acquire (a) upon exercise of Warrants held by the stockholder, (b) upon exercise of the stockholder’s redemption right of any Class B Units in S1 Holdco held by such stockholder or (c) upon exercise of vested performance-based restricted stock units (“RSUs”) granted to each of Michael Blend and Just Develop It Limited.

The shares included in this column are deemed to be outstanding in calculating the percentage ownership of Class A Common Stock of such stockholder, but are not deemed to be outstanding as to any other stockholder.

Includes shares that the stockholders shown have the right to acquire as of January 27, 2022 or within 60 days thereafter as described in immediately preceding footnote above.

Assumes redemption of all Class B Units by all members of S1 Holdco for shares of Class A Common Stock, which would have resulted in an additional 22,077,319 shares of Class A Common Stock outstanding as of January 27, 2022.

Holders of Class B Units of S1 Holdco are entitled to have their Class B Units of S1 Holdco exchanged or redeemed for Class A Common Stock on a one-for-one basis or, at the election of the Company, a cash payment in an amount per Class B Unit of S1 Holdco redeemed and calculated based on the volume weighted average market price of a share of Class A Common Stock at the time of redemption.

The Class B Units of S1 Holdco do not have voting rights, but holders of Class B Units of S1 Holdco own a corresponding number of shares of Class C Common Stock of the Company, which have voting rights and vote together with the shares of Class A Common Stock.

(1) Consists of 35,000 Public Warrants exercisable for 35,000 shares of Class A Common Stock at an exercise price of $11.50 per share and 725,000 fully vested RSUs, in each case held directly by Mr.

Excludes (i) 172,440 shares of Class A Common Stock and 961,613 shares of Class A Common Stock issuable upon the exchange or redemption of 961,613 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by OpenMail2, LLC (“OpenMail2”) and (ii) 45,077 shares of Class A Common Stock and 251,379 Class B Units of S1 Holdco (and the corresponding shares of Class C Common Stock of the Company), in each case, directly held by the Blend Family Foundation.

OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof and they may be deemed to jointly control the voting

and dispositive power over the shares held by OpenMail2.

The directors of the Blend Family Foundation are Michael Blend, Sandra Blend and Stanley Blend.

The Public Warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing Date.

The terms of the Public Warrants are set forth in the Warrant Agreement filed with the SEC on June 22, 2020 as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K.

The RSUs vested on March 17, 2022 the first trading day on which the volume weighted average price of the Company’s Class A Common Stock exceeded $12.50 per share for 20 trading days within a period of 30 consecutive trading days.

(2) Consists of 77,086 shares of Class A Common Stock and 225,969 shares of Class A Common Stock issuable upon the exchange or redemption of 225,969 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held directly by Mr.

(3) Consists of 335,032 shares of Class A Common Stock and 540,868 shares of Class A Common Stock issuable upon the exchange or redemption of 540,868 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by Mr.

(4) Consists of (i) 15,000 Public Warrants exercisable for 15,000 shares of Class A Common Stock at an exercise price of $11.50 per share held directly by Mr.

Kidambi, (ii) 401,489 shares of Class A Common Stock and 436,093 shares of Class A Common Stock issuable upon the exchange or redemption of 436,093 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case held directly by Mr.

Kidambi, (iii) 15,518 shares of Class A Common Stock held by Mr.

Kidambi’s spouse (who is also an employee of the Company) and (iv) 61,736 shares of Class A Common Stock Currently held by Lone Investment Holdings, LLC (“LIH”) which shares have been given pro forma effect to Mr.

Kidambi and one expected to be distributed to Mr.

Kidambi upon LIH’s scheduled distribution Excludes 172,440 shares of Class A Common Stock and 961,613 shares of Class A Common Stock issuable upon the exchange of 961,613 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by OpenMail2.

OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof and they may be deemed to jointly control the voting and dispositive power over the shares held by OpenMail2.

(5) Consists of 58,841 shares of Class A Common Stock and 208,595 shares of Class A Common Stock issuable upon the exchange or redemption of 208,595 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by Ms.

(6) Consists of 38,464 shares of Class A Common Stock and 59,642 shares of Class A Common Stock issuable upon the exchange or redemption of 59,642 Class B Units of S1 Holdco (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by Mr.

(7) Consists of (i) 61,209 shares of Class A common stock held directly by Mr.

Civantos, (ii) 100,000 shares of Class A common stock issuable upon the exercise of 100,000 Warrants, (iii) 75,612 shares of Class A Common Stock securities held by the John Civantos 2011 Family Trust, which shares held by the trust Mr.

Civantos disclaims beneficial interest in such securities except to any pecuniary interest therein and (iv) 29,325 shares of Class A Common Stock .currently held by LIH, which shares have been given pro forma effect to Mr.

Civantos and one expected to be distributed to Mr.

Civantos upon LIH’s scheduled distribution.

(8) Consists of (i) 3,737,205 shares of Class A Common Stock directly held by Trasimene Trebia, LP (the “Trebia Sponsor”), (ii) 4,734,167 shares of Class A Common Stock issuable upon the exercise of 4,734,167 Warrants directly held by the Trebia Sponsor and (iii) 833,750 shares of Class A Common Stock from the automatic conversion of 833,750 shares of Class D Common Stock held by the Trebia Sponsor.

Under the Issuer’s Certificate of Incorporation, the Trebia Sponsor’s shares of Class D Common Stock automatically converted into Class A Common Stock on a one-for-one basis on March 17, 2022, the first trading day that the volume-weighted average price of Class A Common Stock equaled or exceeded $12.50 per share for 20 trading days within a period of 30 consecutive trading days

(9) Consists of (i) 20,500 shares of Class A Common Stock and 40,700 shares of Class A Common Stock issuable upon exercise of 40,700 Public Warrants, in each case held directly by Mr.

Kazerani, the spouse of Ms.

Kazerani, and (ii) 12,000 shares of Class A Common Stock held by Ms.

Kazerani’s in-laws, over which shares Ms.

Kazerani’s spouse has voting and dispositive power pursuant to a power of attorney granted to him.

(10) Consists of (i) 2,762,282 shares of Class A Common Stock directly held by BGPT Trebia, LP (the “BGPT Sponsor”) (ii) 2,499,167 shares of Class A Common Stock issuable upon the exercise of 2,499,167 Warrants directly held by the BGPT Sponsor and (iii) 616,250 shares of Class A Common Stock from the automatic conversion of 616,250 shares of Class D Common Stock held by the BGPT Sponsor.

Under the Issuer’s Certificate of Incorporation, the BGPT Sponsor’s shares of Class D Common Stock automatically converted into Class A Common Stock on a one-for-one basis on March 17, 2022, the first trading day that the volume-weighted average price of Class A Common Stock equaled or exceeded $12.50 per share for 20 trading days within a period of 30 consecutive trading days

(11) Consists of (i) 725,000 fully vested RSUs and 500,000 shares of Class A Common Stock issuable upon the exercise of 500,000 Private Placement Warrants , in each case held directly by Just Develop It Limited (“JDIL”) and (ii) 19,508,184 shares of Class A Common Stock currently held by JDI & AFH Limited (“J&A”) which shares have been given pro forma effect to JDIL and one expected to be distributed to JDIL upon J&A’s scheduled distribution.

J&A’s controlling stockholder is JDIL and Mr.

Phillips is a director of J&A.

Phillips is the controlling shareholder and a director of JDIL.The RSUs vested on March 17,2022, the first trading day on which the volume weighted average price of the Company’s Class A Common Stock equaled or exceededs $12.50 per share for 20 trading days within a period of 30 consecutive trading days The Private Placement Warrants by their terms became exercisable (including by cash settlement) 30 days following the Closing Date.

The terms of the Private Placement Warrants are set forth in the Warrant Agreement filed with the SEC on June 22, 2020 as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K.

(12) Consists of 27,181,770 shares of Class A Common Stock issued to Cannae Holdings, LLC, a Delaware limited liability company (“CHL”) pursuant to the Business Combination Agreement, the Backstop Agreement and the A&R Sponsor Agreement.

CHL is a wholly-owned subsidiary of Cannae Holdings, Inc.

The address of the principal business office of CHI is 1701 Village Center Circle, Las Vegas, Nevada 89134.

(13) Consists of (i) 3,537,147 shares of Class A Common Stock, 500,000 shares of Class A Common Stock issuable upon the exercise of 500,000 Warrants and 7,945,580 Class B Units of S1 Holdco (and the corresponding shares of Class C Common Stock of the Issuer), in each case, directly held by Lone Star Friends Trust (“Lone Star”), (ii) 592,514 shares of Class A Common Stock and 251,379 Class B Units of S1 Holdco (and the corresponding shares of Class C Common Stock of the Issuer) directly held by the Dante Jacob Blend Trust, for which Mr.

Blend is the trustee (the “Dante Trust”), (iv) 592,514 shares of Class A Common Stock and 251,379 Class B Units of S1 Holdco (and the corresponding shares of Class C Common Stock of the Issuer) directly held by the Nola Delfina Blend Trust, for which Mr.

Blend is the trustee (the “Nola Trust”), (v) 45,367 shares directly held by Mr.

Blend in his individual capacity and (vi) 2,857,442 shares of Class A Common Stock distributed to Lone Star by LIH as of the date of this prospectus.

Blend is the trustee of each of Lone Star, the Dante Trust and the Nola Trust, and has voting and dispositive power over the shares held by each of Lone Star, the Dante Trust and the Nola Trust but disclaims beneficial interest in such shares except to the extent of any pecuniary interest therein (if any).

Blend, an attorney at Clark Hill in San Antonio, Texas, is the father of Michael Blend, the Company’s co-founder, CEO and Chairman of the Board.

Michael Blend and his family are the beneficiaries of Lone Star.

(14) See Footnote (13) above.

(15) The shares held by Mr.

Baker give pro forma effect to a distribution of shares currently held by J&A, which one expected to be distributed to Mr.

Baker upon J&A’s scheduled distribution.

(16) Consists of 1,191,217 shares of Class A Common Stock and 3,408,221 Class B Units of S1 Holdco (and the corresponding shares of Class C Common Stock of the Company), in each case, directly held by the CEE Holdings Trust.

Jackson Hole Trust Co.

is the trustee of the CEE Holdings Trust and has voting and dispositive power over the shares held by the CEE Holdings Trust but disclaims beneficial interest in such shares.

Certain Relationships and Related Transactions, and Director Independence Founder Shares

Founder Shares

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

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.

On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder Shares.

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 Sponsors have agreed, subject to limited exceptions, not

to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of

a Business Combination;

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after

a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange,

reorganization or other similar transaction that results in all of the Company's shareholders having the right to exchange their

Class A ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public

Offering, the sponsors purchased an aggregate of 8,233,334 Private

Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $12,350,000.

Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial

Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination

Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will

expire worthless.

Administrative Services

The Company entered into an agreement whereby, commencing on June 16,

2020, the Company will pay BGPT Trebia LP up to $10,000 per month for office space and administrative support services.

Upon completion

of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the three months ended December 31,

2020 the Company incurred $30,000 of such fees and for the period from February 11, 2020 (inception) through December 31, 2020, the

Company incurred $65,000 of such fees.

As of December 31 ,

2020, $ 65 ,000 is included in accrued expenses in the accompanying balance sheet.

Promissory Note

On February 18, 2020, the Company issued the Promissory

Note to BGPT Trebia LP, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, The Promissory

Note was non-interest bearing and payable on the earlier of (i) January 31, 2021 or (ii) the completion of the

Initial Public Offering.

As of June 19, 2020, there was $150,000 outstanding under the Promissory Note,

which was repaid in full on June 22, 2020.

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 Sponsors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination (the “VWAP Event”), or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On March 17, 2022, Class A Common Stock of the Company met the VWAP Event.

Promissory Note—Related Party

On July 13, 2021 the Sponsors made available to the Company a loan of up to $500,000 pursuant to two promissory notes issued to the Company from the BGPT Sponsor in the amount of $212,500 (the “BGPT Note”) and to Trasimene Sponsor $287,500 (the “Trasimene Note”).

The Company is entitled to submit drawdown requests to the Sponsor from time to time and the proceeds from any amounts borrowed under the note will be used for on-going operational expenses and certain other expenses.

The notes are unsecured, non-interest bearing and mature on the earlier of:

(i) May 31, 2022, or (ii) the date on which the Company consummates a Business Combination.

On July 13, 2021, the Company drew-down $106,250 under the BGPT Note and $143,750 under the Trasimene Note.

On August 9, 2021, the Company drew-down an additional $75,000 under the BGPT Note.

As of December 31, 2021, the outstanding balance under the promissory notes was $450,000.

Upon the closing of the Business Combination, the outstanding Notes were satisfied and extinguished.

Related Party Loans

In order to finance transaction costs in

connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company's officers and

directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans").

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without

interest, or, at the lender's discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination

into warrants at a price of $1.50 per warrant.

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant.

Such warrants would be identical to the Private Placement Warrants.

that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Sponsor Agreement

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, Trebia amended and restated (i) that certain letter agreement, dated June 19, 2020, between the Sponsors and Trebia (the “Prior Sponsor Agreement”) and (ii) that certain letter agreement, dated June 19, 2020, by and among William P.

Foley, II, Frank R.

Martire, Jr., Paul Danola, Tanmay Kumar, Lance Levy, Mark D.

Linehan, and James B.

Stallings (collectively, the “Insiders”) and Trebia (the “Prior Insider Agreement”), and the other parties thereto, and entered into that certain sponsor agreement (as amended on November 30, 2021, the “Sponsor Agreement”) with the Sponsors, Cannae Holdings, Inc.

(“Cannae”) and certain of the Insiders.

Pursuant to the Sponsor Agreement, among other things, the Sponsors, Cannae and Insiders agreed (A) to vote any Trebia securities in favor of the Business Combination

and other Trebia shareholder matters, (B) not to seek redemption of any Trebia shares and (C) not to transfer any Trebia securities for the period beginning on the Closing Date until the earlier of (x) 180 days following the Closing Date or (y) 150 days after the Closing Date, if the VWAP of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period and (D) to be bound to certain other obligations as described therein.

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

Additionally, (1) the Sponsors have agreed to the Backstop Forfeiture 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 a number of shares of Class A Common Stock equal to the number of 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.

Registration Rights

The former holders of Trebia Class B Ordinary Shares, the Trebia Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Trebia Class A Ordinary Shares issuable upon the exercise of the Trebia Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Trebia Class B Ordinary Shares) are entitled to registration rights pursuant the Prior Registration Rights Agreement requiring Trebia to register such securities for resale (in the case of the Trebia Class B Ordinary Shares, only after conversion to Trebia Class A Ordinary Shares), subject to certain restrictions.

In addition, the former holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination.

However, the Prior Registration Rights Agreement provides that Trebia will not permit any registration statement filed under the Securities Act to become effective until termination of any applicable lockup period.

Trebia will bear the expenses incurred in connection with the filing of any such registration statement.

In connection with the entry into the Registration Rights Agreement, the Prior Registration Rights Agreement was terminated as of the Effective Time, and replaced with the Registration Rights Agreement.

Administrative Services

The Company was party to an administrative services agreement pursuant to which Trebia paid BGPT Sponsor a total of $10,000 per month, until the earlier of the completion of the Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services.

For the year ended December 31, 2021 and the period between February 11, 2020 and December 21, 2020, the Company had incurred $120,000 and $65,000 in fees for these services, respectively.

After the completion of the Business Combination, this agreement was terminated.

Private Placement Warrants

On June 19, 2020, we completed the sale to the Sponsors of an aggregate of 8,233,334 Trebia Private Placement Warrants for a purchase price of $1.50 per whole warrant for an aggregate of $12,350,000.

Each Trebia Private Placement Warrant entitles the holder to purchase one Trebia Class A Ordinary Share at $11.50 per share.

The Trebia Private Placement Warrants (including the Trebia Class A Ordinary Shares issuable upon exercise thereof) were not able to be, subject to certain limited exceptions, transferred, assigned or sold by the holder until 30 days after the Business Combination.

Underwriting Agreement

The underwriters were entitled to a deferred fee of $0.35 per Trebia unit, or $18,112,500 in the aggregate.

The deferred fee became payable to the underwriters from the amounts held in the Trust Account upon the Company’s completion of the Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

On June 5, 2020, the Company entered into the Forward Purchase Agreement with Cannae.

Pursuant to the Forward Purchase Agreement, Cannae agreed to purchase 7,500,000 Trebia Class A Ordinary Shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Trebia Class A Ordinary Share at $11.50 per share, for an aggregate purchase price of $75,000,000, or

$10.00 per Trebia Class A Ordinary Shares, in a private placement to occur concurrently with the closing of a business combination.

On June 28, 2021, the Forward Purchase Agreement was terminated in connection with the pending Business Combination.

No compensation of any kind, including finder’s and consulting fees, was paid to the Sponsors, the Insiders, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination.

However, these individuals were reimbursed for out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Trebia’s audit committee reviewed on a quarterly basis all payments that were made to the Sponsors, Trebia’s officers or directors, or any of their affiliates.

Any such payments prior to the Business Combination were made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, Trebia did not have any additional controls in place governing its reimbursement payments to its directors and officers for their out-of-pocket expenses incurred in connection with Trebia’s activities on its behalf in connection with identifying and completing the Business Combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, were paid by Trebia to the Sponsors, Trebia’s officers and directors, or any of their respective affiliates, prior to completion of the Business Combination.

Services Agreement

On December 31, 2018, StartPage B.V., StartMail B.V., and Surfboard Holdings B.V.

entered into a Services Agreement, which has been amended several times, pursuant to which StartMail and Surfboard Holdings provide certain marketing, product and operational services to each other, and StartMail makes certain space in its office location in the Netherlands available to employees of StartPage.

StartMail is owned in part by the stockholders from whom S1 Holdco acquired the outstanding capital stock of Surfboard Holdings which, along with StartPage, are indirect subsidiaries of S1 Holdco.

StartMail incurred $67,500, and Surfboard Holding incurred $120,718, in 2020 pursuant to this agreement.

Non-Recourse Contingent Notes

On March 15, 2019, Qool Media Holdings, ULC (n/k/a System1 Canada ULC) (“Qool Media”), a subsidiary of System1, issued three non-recourse contingent notes in favor of 2683800 Ontario Inc.

in connection with System1’s acquisition of Concourse Media Ltd.

in order to efficiently support the earn out payments for each of the 12-month periods ending March 31, 2020, 2021 and 2022.

2683800 Ontario Inc.

is an entity affiliated with Ryan May, System1’s Senior Vice President—Publishing Strategy, and was the principal stockholder of Concourse Media when it was acquired by System1 through Qool Media.

Qool Media did not pay 2683800 Ontario Inc.

in 2020 pursuant to the contingent note that matured in March 2020, but paid the full $1,715,000 due on the contingent note that matured in March 2021.

Loan Agreement

On February 3, 2020, the Protected UK entered into a short-term intercompany loan with one of its directors.

Under this agreement, the director agreed to provide Protected UK with a $3,000,000 loan that carried an interest rate of 10%.

The loan was drawn on February 3, 2020 in full.

The loan had a maturity date of March 17, 2020, which Protected UK paid back in full on this date.

Protected UK incurred $35,000 of interest on this loan during the year ended December 31, 2020.

On March 13, 2020, Protected UK entered into an intercompany loan payable with System1 SS Protect Holdings, Inc.

Under this agreement, SS Protect Holdings agreed to provide Protected UK with a $6,000,000 loan that carried an interest rate of 10%.

The loan was drawn on March 13, 2020 in full.

The loan had a maturity date of March 13, 2021.

However, Protected UK paid the loan back in full on November 13, 2020.

Protected UK incurred $356,384 of interest expense on this loan during the year ended December 31, 2020.

On November 13, 2020, Protected UK entered into an intercompany loan payable with Protected Security Holdings LLC, the parent company of System1 SS Protect Holdings, Inc.

Under this agreement, Protected Security Holdings agreed to provide Protected UK with a $1,999,947 loan that carried an interest rate of 7.5%.

The loan was drawn on November 13, 2020 in full.

The loan had a maturity date of November 13, 2023.

However, Protected UK paid the loan back in full on December 18, 2020.

Protected UK incurred $14,383 of interest expense on this loan during the year ended December 31, 2020.

On December 17, 2020, Protected UK entered into a loan agreement (the “Protected Loan Agreement”) with S1 SS Protect Holdings Inc.

(“S1 SSP Holdings”), a subsidiary of Protected, pursuant to which Protected UK granted S1 SSP Holdings a secured term loan of up to $30,000,000 available in multiple drawings on the terms and subject to the conditions of the Protected Loan Agreement.

S1 SSP Holdings was to use these loan proceeds to repay loans it had made to certain of its investors, including JDI (an entity controlled by Christopher Phillips),Lone Investment Holdings (an entity controlled by Michael Blend), Roscoe Holdings Trust (an entity controlled by Charles Ursini) and OpenMail LLC (an entity controlled by Michael Blend and Charles Ursini).

Protected UK loaned S1 SSP Holdings $10,059,719 in 2020 pursuant to this agreement.

During the year ended December 31, 2021, S1 SS Protect Holdings drew an additional $21,908,640 from the line of credit provided by the Company as part of the loan agreement.

The loan draw will accrue interest at an interest rate of 3.5% from the time of the loan draw until funds are paid back to the Company.

The loan has a maturity date of January 1, 2023.

As part of this loan, the Company charged S1 SS Protect Holdings a set-up fee of $75,000.

The set-up fee shall be recognized through income over the term of the loan.

As of December 31, 2021 and 2020, the total outstanding balance of the loan with System1 S1 SS Protect Holdings, Inc.

was $32,832,653 and $10,059,719, respectively.

As of December 31, 2021 and 2020, the total amount included in deferred revenue relating to financing fees not yet recognized was $165,594 and $167,712, respectively.

Total financing fees recognized during the years ended December 31, 2021 and 2020 were $77,121 and $2,285, respectively.

The Company recognized $941,416and $0 of interest income related to this loan during the years ended December 31, 2021 and 2020, respectively.

During the year ended December 31, 2021, the Company entered into a short term loan agreement with Just Develop It Limited, which carried an interest rate of 0%.

These loans allowed multiple drawdowns which totaled $29,634,886 and were fully repaid by the end of the period.

In addition to this, as a part of the Host Plus Share Purchase Agreement, the Company assumed a debt payable to Just Develop It Limited which was repaid in full on April 1, 2021.

On May 19, 2021, the Company entered into a loan receivable with a director of the Company.

Under this agreement, the Company agreed to provide the director with a loan facility of up to $2,000,000 which carried an interest rate of 0%.

The loan did not specify a stated maturity date.

The director of the Company drew multiple amounts in accordance with the facility during the year ended December 31, 2021.

The loan was repaid in full to the Company on December 24, 2021.

Acquisition of Host Plus Limited

On March 31, 2021, Protected UK entered into a Share Purchase Agreement to purchase Host Plus Limited.

Each Seller of Host Plus Limited is shareholder of Protected UK.

In addition, Protected UK assumed the debt of Host Plus Limited as part of the acquisition, which was payable to JDI.

JDI is the parent company of Protected UK.

On April 1, 2021, Protected UK provided an intercompany loan to Host Plus Limited who then repaid the outstanding loan in full on the same day in the amount of $448,530.

The loan between Host Plus Limited and JDI did not have a stated maturity date and carried an interest rate of 0%.

Policy for Approval of Related Party Transactions

The audit committee of our Board has adopted an audit committee charter, providing for the review and approval of all transactions involving an amount in excess of $120,000 in which the Company is to be a participant and in which any “related person” (as defined in Item 404(a) under the Exchange Act) has a direct or indirect material interest.

At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction and the benefits of the transaction to the Company and to the relevant related party.

Any member of the audit committee who has an interest in the related party transaction under review by the audit committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the audit committee, participate in some or all of the audit committee’s discussions of the related party transaction.

Upon completion of its review of the related party transaction, the audit committee may determine to permit or to prohibit the related party transaction.

Principal Accounting Fees and Services

Fees for professional services provided

by our independent registered public accounting firm since inception include:

For the period from February 11, 2020

(inception) through December 31, 2020

Fees for professional services provided by our independent registered public accounting firm since inception include:

For the year ended

December 31, 2021

Audit Fees (1)

2 unchanged sentences

(1) Audit Fees.

Audit fees consist

of fees billed for professional services rendered for the audit of our financial statements and services that are normally provided

by our independent registered public accounting firm in connection with statutory and regulatory filings.

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, including quarterly filings, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

(2) Audit-Related Fees.

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review

of our financial statements and are not reported under “Audit Fees.”

These services include attest services that are

not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3) Tax Fees.

Tax fees consist of

fees billed for professional services relating to tax compliance, tax planning and tax advice.

(4) All Other Fees.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

(4) All Other Fees.

consist of fees billed for all other services.

Policy on Board Pre-Approval of Audit

and Permissible Non-Audit Services of the Independent Auditors

Our audit committee was formed upon the

consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit

committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and permitted non-audit

services to be performed for us by Marcum LLP, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) (1) Financial

Reference is made to the Index to the Financial Statements of Trebia Acquisition Corp.

included in Item 8

of Part II above.

other schedules are omitted because they are not applicable or not required, or because the required information is included in

the Financial Statements or notes thereto.

(a) (3) We hereby

file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington,

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E.,

Washington, D.C.

All other fees consist of fees billed for all other services.

Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

The audit committee of the Board has adopted an audit committee charter, providing for the review and approve all transactions involving an amount in excess of $120,000 in which the Company is to be a participant and in which any “related person” (as defined in Item 404(a) under the Exchange Act) has a direct or indirect material interest.

Upon completion of its review of the related party transaction, the audit committee may determine to permit or to prohibit the related party transaction.

Exhibits, Financial Statement Schedules and Reports

(a) (1) Financial Statements.

The following documents are filed as part of this Annual Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(a) (2) All other schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated Financial Statements or notes thereto.

(a) (3) We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Description of Exhibits

Certificate of Incorporation.

Amended and Restated Memorandum and Articles of Association.

Form of Amended and Restated Memorandum and Articles of Association (3)

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Description of registrant’s securities*

Warrant Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

Investment Management Trust Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein.

Private Placement Warrants Purchase Agreement, dated June 16, 2020, between the Company and the Sponsors.

Administrative Services Agreement, dated June 12, 2020, between the Company and BGPT Trebia LP.

Letter Agreement, dated June 19, 2020, between the Company and the Sponsors.

Letter Agreement, dated June 19, 2020, between the Company and each of its officers and directors.

An Indemnity Agreement, dated June 19, 2020, between the Company and William P.

An Indemnity Agreement, dated June 19, 2020, between the Company and Frank R.

An Indemnity Agreement, dated June 19, 2020, between the Company and Lance Levy.

An Indemnity Agreement, dated June 19, 2020, between the Company and Mark D.

An Indemnity Agreement, dated June 19, 2020, between the Company and James B.

An Indemnity Agreement, dated June 19, 2020, between the Company and Paul Danola.

An Indemnity Agreement, dated June 19, 2020, between the Company and Tanmay Kumar.

Promissory Note, dated February 18, 2020, issued to BGPT Trebia LP.

Securities Subscription Agreement, dated February 18, 2020, between the Registrant and the Sponsors.

Forward Purchase Agreement dated June 5, 2020 between the Registrant and Cannae Holdings, Inc.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

**Furnished herewith

(1) Previously filed as an exhibit to our Form S-1 (File No.

333-238824), filed with the Securities and Exchange Commission

on June 1, 2020

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on June 16, 2020 and incorporated by reference

(3) Previously filed as an exhibit to our Amendment No.

1 to our Registration Statement on Form S-1 (File No.

filed with the Securities and Exchange Commission on June 11, 2020

EXHIBIT INDEX

Incorporated by Reference

Business Combination Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto .

June 29, 2021

Amendment No.

1 to the Business Combination Agreement, dated as of November 30, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto.

December 1, 2021

Amendment No.

2 to the Business Combination Agreement, dated January 10, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto.

January 10, 2022

Amendment No.

3 to the Business Combination Agreement, dated January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto.

January 26, 2022

Certificate of Incorporation of System1, Inc.

February 2, 2022

Bylaws of System1, Inc.

February 2, 2022

Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent.

June 22, 2020

Sponsor Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., BGPT Trebia LP, Trasimene Trebia LP, Cannae Holdings, Inc., S1 Holdco LLC and System1 SS Protect Holdings, Inc.

December 16, 2021

Amended and Restated Sponsor Agreement, dated January 10, 2022, by and among BGPT Trebia LP, Trasimene Trebia, LP and other parties signatory thereto.

January 10, 2022

Registration Rights Agreement, by and among System1, Inc.

and the other parties that are signatory thereto.

February 9, 2022

Tax Receivable Agreement, dated as of January 27, 2022, by and among System1, Inc.

S1 Holdco, LLC and the other signatories thereto.

February 2, 2022

System1, Inc.

2022 Incentive Award Plan.

February 2, 2022

Backstop Facility Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp.

and Cannae Holdings, Inc.

December 16, 2021

Amended and Restated Backstop Facility Agreement, dated January 10, 2022, by and between Trebia Acquisition Corp.

and Cannae Holdings, Inc.

January 10, 2022

Protected Support Agreement, dated as of June 28, 2021, by and among each of the Persons listed on Exhibit A thereto, JDI & AFH Limited, Protected.net Group Limited, Protected Security Holdings, LLC and Trebia Acquisition Corp.

December 16, 2021

Mutual Termination Agreement, dated as of June 28, 2021, by and between Trebia Acquisition Corp.

and Cannae Holdings, Inc.

December 16, 2021

Form of Indemnification Agreement

March 2, 2022

Subsidiaries of the registrant

Certification Required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification required by Rules 13a-15 and 15d-15 under the Securities Exhange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbance-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbance-Oxley Act of 2002

The following financial information from System1 Inc.’s Annual Report on Form 10-

K for the year ended December 31, 2021

formatted in Inline XBRL (Extensible Business

Reporting Language) includes:

Balance Sheets, (ii) the

Statements of Operations, (iii) the

Statements of Changes in Shareholders’

Deficit, (iv) the Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

X Filed or furnished herewith

˄ Indicates management contract or compensatory plan

Form 10-K Summary

TREBIA ACQUISITION CORP.

Report of Independent Registered Public Accounting Firm

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SYSTEM1, INC.

March 30, 2022

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Michael Blend

President (Principal Executive Officer)

March 30, 2022

Michael Blend

/s/ Tridivesh Kidambi

Chief Financial Officer (Principal Financial and Accounting Officer)

March 30, 2022

Tridivesh Kidambi

/s/ William P.

March 30, 2022

/s/ John Civantos

March 30, 2022

John Civantos

/s/ Dexter Fowler

March 30, 2022

Dexter Fowler

/s/ Caroline Horn

March 30, 2022

Caroline Horn

Moujan Kazerani

/s/ Christopher Phillips

March 30, 2022

Christopher Phillips

/s/ Jennifer Prince

March 30, 2022

Jennifer Prince

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’

Statement of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Shareholders and Board of Directors

Trebia Acquisition Corp

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

System1, Inc.

(f/k/a Trebia Acquisition Corp.)

Opinion on the Financial Statements

We have audited the

accompanying balance sheet of Trebia Acquisition Corp.

(the “Company”) as of December 31, 2020, the related statements

of operations, changes in shareholders’

equity and cash flows for the period from February 11, 2020 (inception) through

December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2020, and the results of its operations and its cash flows for the period from February 11, 2020 (inception) through December 31,

2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company's business plan is dependent on the completion of a business combination and the Company's

cash and working capital as of December 31, 2020 are not sufficient to complete its planned activities.

These conditions raise substantial

doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in

Notes 1 and 3.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of System1, Inc.

(f/k/a Trebia Acquisition Corp.) (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and the period from February 11, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from February 11, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such

Our audit included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2020.

Philadelphia, PA

April 1, 2021

TREBIA ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2020

March 30, 2022

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

CONSOLIDATED BALANCE SHEETS

Current assets

2 unchanged sentences

Cash held in Trust Account

$ 518,553,433

LIABILITIES AND SHAREHOLDERS’

Current liabilities –

Accrued expenses

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities

Accounts Payable and Accrued Expenses

Promissory note – related party

Total Current Liabilities

Warrant Liability

FPA Liability

Deferred Underwriting Fee Payable

Total Liabilities

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 49,482,788 shares at redemption value

Shareholders’

Class A Ordinary Shares subject to possible redemption, 51,750,000 shares issued and outstanding at redemption value as of December 31, 2021 and 2020

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

1,000,000 shares authorized, none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

400,000,000 shares authorized;

2,267,212 shares issued and outstanding (excluding

49,482,788 shares subject to possible redemption)

no shares issued and outstanding (excluding 51,750,000 shares subject to possible redemption) at December 31, 2021 and 2020

Class B ordinary shares, $ 0.0001 par value;

40,000,000 shares authorized;

12,937,500 shares issued and outstanding

Additional paid-in capital

12,937,500 shares issued and outstanding as of December 31, 2021 and 2020

Accumulated deficit

Total Shareholders’

Total Liabilities and Shareholders’

( 60,306,523 )

The accompanying notes are an integral

part of these financial statements.

TREBIA ACQUISITION

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 11, 2020

(INCEPTION) THROUGH DECEMBER 31, 2020

Formation and operating costs

( 81,333,286 )

Total Shareholders’ Deficit

( 60,305,229 )

( 81,331,992 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating and formation costs

Loss from operations

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares

Basic and diluted net loss per share, ordinary shares

The accompanying notes are an integral

part of these financial statements.

TREBIA ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM FEBRUARY 11, 2020

(INCEPTION) THROUGH DECEMBER 31, 2020

Shareholders’

Balance –

February 11, 2020 (inception)

Issuance of Class B ordinary shares to BGPT Trebia LP

Sale of 51,750,000 Units, net of underwriting discounts and offering costs

Sale of 8,233,334 Private Placement Warrants

Class A ordinary shares subject to possible redemption

( 13,327,278 )

Other income (expense):

Transaction costs allocated to warrant and FPA liabilities

( 1,381,051 )

Change in fair value of warrant liability

( 17,328,667 )

Change in value of Class A ordinary shares subject to possible redemption

Balance –

December 31, 2020

The accompanying notes are an integral

part of these financial statements.

TREBIA ACQUISITION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 11, 2020

(INCEPTION) THROUGH DECEMBER 31, 2020

Change in fair value of FPA liability

( 10,399,002 )

Gain on termination of FPA

Total other income (expense), net

( 29,108,720 )

Net income (loss)

( 29,914,748 )

Basic and diluted weighted average shares outstanding, Class A ordinary shares

Basic and diluted net income (loss) per share, Class A ordinary shares

Basic and diluted weighted average shares outstanding, Class B ordinary shares

Basic and diluted net income (loss) per share, Class B ordinary shares

The accompanying notes are an integral part of these consolidated financial statements.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Ordinary Shares

Shareholders’

Balance – February 11, 2020 (inception)

Issuance of Class B ordinary shares to Sponsor

Contribution in excess of fair value of private warrants

Remeasurement of Class A Common Stock subject to redemption to redemption value

( 51,418,538 )

( 52,265,576 )

( 29,914,748 )

Balance - December 31, 2020

( 81,333,286 )

( 81,331,992 )

Balance - December 31, 2021

( 60,306,523 )

( 60,305,229 )

The accompanying notes are an integral part of these consolidated financial statements.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Period

from February

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

( 29,914,748 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Change in fair value of warrants

( 23,699,501 )

Change in fair value of FPA

( 7,494,372 )

Gain on termination of FPA

( 3,160,168 )

Transaction costs incurred in connection with IPO

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,240,496 )

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Investment of cash into trust Account

( 517,500,000 )

2 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to BGPT Trebia LP

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note –

related party

Repayment of promissory note –

related party

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from promissory note – related party

Repayment of promissory note – related party

Payment of offering costs

1 unchanged sentence

Net Change in Cash

Cash – Beginning

Cash – Ending

Non-cash investing and financing activities:

Initial classification of Class A ordinary shares subject to possible redemption

$ 495,597,040

Change in value of Class A ordinary shares subject to possible redemption

Initial classification of warrant liability;

Initial classification of FPA liability;

Initial value of Class A Common Stock subject to possible redemption

Deferred underwriting fee payable

The accompanying notes are an integral

part of these financial statements.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The accompanying notes are an integral part of these consolidated financial statements.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Trebia Acquisition

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 11,

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (“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, its initial public offering (“Initial Public Offering”),

which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

System1, Inc., (the “Company”, f/k/a Trebia Acquisition Corp.

(“Trebia)) was a 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, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

On January 27, 2022 the Company consummated its Business Combination as described in Note 6.

Although the Company was not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intended 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, 2021, the Company had not commenced any operations.

All activity for the period from February 11, 2020 (inception) through December 31, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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

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.

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 of 1940, as amended (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, 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.

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 completing a Business Combination.

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 the amount

of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into 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.

There is no assurance

that the Company will be able to successfully effect a Business Combination.

The Company will provide

its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a

tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender

offer will be made by the Company.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount

held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business

Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the

Company’s warrants.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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.

At December 31, 2021 and 2020, cash of $ 53,147 and $ 843,643 , respectively, was held outside of the Trust Account (as defined below) and is available 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 of 1940, as amended (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, 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.

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 were intended to be applied generally toward completing a Business Combination.

The Company must have completed 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 the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into 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 which the Company has satisfied this requirement within the consummated Business Combination.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

If the Company seeks

shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving

a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of

If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company

does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated

Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included

in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection

with a Business Combination, the holders of the Company’s Founder Shares have agreed to vote their Founder Shares (as defined

in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination

and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business

However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets

to be less than $5,000,001.

In such case, the Company would not proceed with the redemption of its Public Shares and the related

Business Combination, and instead may search for an alternate Business Combination.

Additionally, each public shareholder may elect

to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business

Notwithstanding the

above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be

restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s

prior written consent.

The Sponsors have

agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection

with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and

Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public

Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with

respect to any other provision relating to shareholders’

rights or pre-initial business combination activity, unless the

Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment

and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the

Company fails to complete a Business Combination.

The Company will have

until June 19, 2022 (the “Combination Period”) to complete a Business Combination.

If the Company is unable to

complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding

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 (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive

further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each

case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsors have

agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination

within the Combination Period.

However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public

Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination

within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see

Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period 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 the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining

available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsors have

agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public

Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust

assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect

to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply

to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event

that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent

of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s

independent public accountants), prospective target businesses or other entities with which the Company does business, execute

agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company provided its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination in connection with a shareholder meeting called to approve the Business Combination.

The decision as to whether the Company will seek shareholder approval of a Business Combination was made by the Company.

The shareholders were entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account ($ 10.00 per share), calculated as of two business days prior to the completion of a Business Combination.

There were no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company received an ordinary resolution under Cayman Islands law to approve the Business Combination, which required an affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

Holders of the Company’s Founder Shares agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and waived their redemption rights with respect to any such shares in connection with a shareholder vote to approve the Business Combination.

The Company did not redeem its Public Shares in an amount that would have caused its net tangible assets to be less than $ 5,000,001 .

Additionally, each public shareholder was given the option to redeem their Public Shares, without voting, and if they did vote, irrespective of whether they voted for or against a proposed Business Combination.

The Sponsors had agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) did not propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company did not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company, the funds held in the Trust Account will not be released from the Trust Account until the earliest of:

(1) the completion of the Business Combination;

(2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation.

The Sponsors had agreed to waive their liquidation rights with respect to the Founder Shares if the Company failed to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company did not complete a Business Combination.

Going Concern

As of December 31, 2021, the Company had $ 53,147 in its operating bank accounts, $ 517,500,000 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $ 12,886,895 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination (see Note 6).

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management addressed this issue with the consummation of the Business Combination Agreement on January 27, 2022, and with new sources of financing.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Business Combination Agreement will enable it to sustain operations for a period of at least one-year from the issuance date of these consolidated financial statements.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued consolidated financial statements has been alleviated.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Liquidity and Going Concern

As of December 31, 2020, the Company had $843,643 in its operating bank accounts, and

working capital of $440,383.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust

Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses,

paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors,

or third parties.

The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time

or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company's ability to

continue as a going concern through one year from the issuance date of these financial statements.

These financial statements do not include

any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should

the Company be unable to continue as a going concern.

Risks and Uncertainties

In March 2020,

the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout

the United States and the World.

As of the date the financial statements were issued, there was considerable uncertainty around

the expected duration of this pandemic.

The Company has concluded that while it is reasonably possible that COVID-19 could have

a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as

of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World.

As of the date the consolidated financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)

and pursuant to the rules and regulations of the SEC.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Orchid Merger Sub I, Inc., Orchid Merger Sub II, LLC and Orchid Finco LLC.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is 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 it 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.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt

out of such extended transition period which means that when a standard is issued or revised and it has different application dates

for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with

another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company is 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 it 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of

the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

the reported amounts of expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could

differ significantly from those estimates.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

did not have any cash equivalents as of December 31, 2020.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021 and 2020.

Cash Held in Trust Account

At December 31,

2020, the assets held in the Trust Account were held in cash.

TREBIA ACQUISITION

NOTES TO FINANCIAL

At December 31, 2021 and 2020, the assets held in the Trust Account were held in cash.

Warrant and FPA Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (collectively, the “Warrants”) as well as a forward purchase agreement entered into with the Company’s anchor investor (the “FPA”) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the Warrants and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheets date thereafter.

Changes in the estimated fair value of such warrants and FPAs are recognized as a non-cash gain or loss on the statements of operations.

We account for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities.

The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price.

The fair value of the Private Placement Warrants is estimated using the value of the Public Warrants’ quoted market price.

The fair value of the FPAs was estimated using a probability-weighted discounted cash flow approach.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company’s conditionally redeemable Class A Ordinary Shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2021 and 2020, Class A ordinary shares subject to possible redemption were 51,750,000 , are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Class A Ordinary Shares Subject

to Possible Redemption

The Company accounts

for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory

redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including

ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the

occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’

The Company’s Class A ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’

equity section of the Company’s balance sheet.

The Company accounts

for income taxes under ASC 740, “Income Taxes”

(“ASC 740”).

ASC 740 requires the recognition of deferred

tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will

not be realized.

ASC 740, “Income

(“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s

financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement

of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as

of December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities

since inception.

The Company is considered

an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman

Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Net (Loss) Per Share

per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding

ordinary shares subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering

and private placement to purchase an aggregate of 25,483,334 shares in the calculation of diluted loss per share, since the exercise

of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s

statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in

a manner similar to the two-class method of loss per share.

Net (loss) per ordinary share, basic and diluted, for

Ordinary shares subject to possible redemption is calculated by dividing the proportionate share of loss on assets held

by the Trust Account by the weighted average number of Ordinary shares subject to possible redemption outstanding since original

per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net (loss), adjusted for

income or loss on assets attributable to Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable

ordinary shares outstanding for the period.

Non-redeemable ordinary

shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on assets held in Trust Account based on non-redeemable shares’

proportionate

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At December 31, 2021 and 2020, the Class A Ordinary shares reflected in the balance sheet are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

( 24,150,000 )

Class A ordinary shares issuance costs

( 28,115,576 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” Offering costs consist of costs incurred in connection with formation and preparation for the Initial Public Offering.

Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense.

The portion of offering costs allocated to the Warrants and FPA has been charged to expense.

The portion of offering costs allocated to the Class A ordinary shares has been charged to shareholders’ equity.

On June 19, 2020, offering costs totaled $ 29,241,089 (consisting of $ 28,462,500 of (current and deferred) underwriting fees and $ 778,589 of other offering costs), of which $ 1,381,051 was charged to expense.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the year presented and for the period from February 11, 2020 (Inception) through December 31, 2020.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law.

The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

The following table

reflects the calculation of basic and diluted net (loss) per ordinary share (in dollars, except per share amounts):

For the Period

from February 11,

2020 (Inception)

certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.

The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations.

Net Income (Loss) Per Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

The Company applies the two-class method in calculating earnings per share.

Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,483,334 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events.

As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Period from

February 11,

2020 (Inception) Through

December 31, 2021

Class A Ordinary shares subject to possible redemption

Earnings allocable to Ordinary shares subject to possible redemption

Interest earned on cash held in Trust Account

interest available to be withdrawn for payment of taxes

interest available to be withdrawn for working capital

Weighted Average Class A ordinary shares subject to possible redemption

December 31, 2020

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

( 21,462,531 )

( 8,452,217 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Ordinary Shares

Net Loss minus Net Earnings

Net income allocable to Class A ordinary shares subject to possible redemption

Non-Redeemable Net Loss

Weighted Average Non-Redeemable Ordinary Shares

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares

Basic and diluted net loss per share, Non-redeemable ordinary shares

Basic and diluted net income (loss) per ordinary share

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which,

at times may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this account

and management believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of

the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Standards

Management does not

believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the accompanying financial statements.

In August 2020, the FASB issued ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

The Company is evaluating the impact of adopting ASU 2020-06.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company sold 51,750,000 Units, which includes the full exercise by the underwriter of its option to purchase

an additional 6,750,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one Class A ordinary share and

one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Pursuant to the Initial Public Offering, the Company sold 51,750,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 6,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one -third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT

Simultaneously with

the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 8,233,334 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $12,350,000.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment

(see Note 7).

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial

Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period,

the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the

Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 8,233,334 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $ 12,350,000 .

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 8).

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

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.

On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting

in the Sponsors holding an aggregate of 12,937,500 Founder Shares.

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 Sponsors have

agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

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 .

On June 16, 2020, the Company effected a share dividend of 2,156,250 shares, resulting in the Sponsors holding an aggregate of 12,937,500 Founder Shares.

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.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if

the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period

commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,

merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders

having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related

On February 18,

2020, the Company issued the Promissory Note to BGPT Trebia LP, pursuant to which the Company could borrow up to an aggregate

principal amount of $300,000, The Promissory Note was non-interest bearing and payable on the earlier of (i) January 31,

2021 or (ii) the completion of the Initial Public Offering.

Prior to the Initial Public Offering, there was $150,000

outstanding under the Promissory Note.

The Promissory Note was repaid in full on June 22, 2020.

and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On July 13, 2021 the Sponsors made available to the Company a loan of up to $ 500,000 pursuant to two promissory notes issued to the Company from the BGPT Sponsor in the amount of $ 212,500 (the “BGPT Note”) and to Trasimene Sponsor $ 287,500 (the “Trasimene Note”).

The notes are unsecured, non-interest bearing and mature on the earlier of:

(i) May 31, 2022, or (ii) the date on which the Company consummates a Business Combination.

On July 13, 2021, the Company drew-down $ 106,250 under the BGPT Note and $ 143,750 under the Trasimene Note.

On August 9, 2021, the Company drew-down an additional $ 75,000 under the BGPT Note.

On September 30, 2021, the Company drew-down an additional $ 10,000 under the BGPT Note and $ 115,000 under the Trasimene Note.

As of December 31, 2021, the outstanding balance under the promissory notes was $ 450,000 .

This amount was repaid at the closing of the Business Combination.

Administrative Support Agreement

The Company entered

into an agreement whereby, commencing on June 16, 2020, the Company will pay BGPT Trebia LP up to $10,000 per month for

office space and administrative support services.

Upon completion of a Business Combination or its liquidation, the Company will

cease paying these monthly fees.

For the period from February 11, 2020 (inception) through December 31, 2020, the Company

incurred $65,000 of such fees.

As of December 31, 2020, $65,000 is included in accrued expenses in the accompanying balance

The Company entered into an agreement whereby, commencing on June 16, 2020, the Company will pay BGPT Trebia LP up to $ 10,000 per month for office space and administrative support services.

Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the year ended December 31, 2021 and for the period from February 11, 2020 (inception) through December 31, 2020, the Company incurred $ 120,000 and $ 65,000 of such fees, respectively.

As of December 31, 2021 and 2020, $ 112,472 and $ 65,000 is included in accrued expenses in the accompanying balance sheets, respectively.

This agreement was terminated, and all amounts were repaid at the closing of the Business Combination.

Related Party Loans

In order to finance

transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination,

without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business

Combination into warrants at a price of $1.50 per warrant.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $ 1.50 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account

to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

No Working Capital Loans were issued during year ended December 31, 2021 or for the period from February 11, 2020 (Inception) through December 31, 2020.

Registration Rights

Pursuant to a registration

rights agreement entered into on June 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants

that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise

of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion

of the Founder Shares) are entitled to registration rights.

The holders of these securities will be entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities

Act to become effective until termination of the applicable lockup period.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Pursuant to a registration rights agreement entered into on June 19, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights.

The holders of these securities will be entitled to make up to

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Pursuant to the forward

purchase agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing

of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward

purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration

statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement

until the earliest of (A) the date on which Cannae Holdings, Inc.

(“Cannae Holdings”) or its assignee cease

to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without

restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared

effective, cause us to conduct underwritten offerings, subject to certain limitations.

In addition, the forward purchase agreement

provides for certain “piggy-back”

registration rights to the holders of forward purchase securities to include their

securities in other registration statements filed by us.

three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the forward purchase agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings, Inc.

(“Cannae Holdings”) or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations.

In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us.

Underwriting Agreement

The underwriters are

entitled to a deferred fee of $0.35 per Unit, or $18,112,500 in the aggregate.

The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the

terms of the underwriting agreement.

The underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 18,112,500 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

This amount was paid at the closing of the Business Combination.

Forward Purchase Agreement

On June 5, 2020,

the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed

by Trasimene Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings

will purchase Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an

aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase

price of $75,000,000, or $10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing

of the Business Combination.

The warrants to be issued as part of the forward purchase agreement will be identical to the warrants

sold as part of the units in this offering.

In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors

will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B

ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of the Company’s

Class A ordinary shares at the time of the closing of the Business Combination.

The obligations under the forward purchase

agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders.

Under the forward

purchase agreement, the Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional

capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the

units and certain excluded securities.

In addition, if the Company seeks shareholder approval of a Business Combination, Cannae

Holdings has agreed under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor

of any proposed initial Business Combination.

Contingent Fee Arrangement

The Company has entered into a fee arrangement with a service provider

pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become

payable only if the Company consummates a Business Combination.

If a Business Combination does not occur, the Company will not be required

to pay these contingent fees.

As of December 31, 2020, the amount of these contingent fees was approximately $1,522,000.

no assurances that the Company will complete a Business Combination.

SHAREHOLDERS’

Preference Shares —The

Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001.

The Company’s board of directors

will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or

other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could

adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At December 31, 2020, there were no preference shares issued or outstanding.

Ordinary Shares —The Company is authorized to issue 400,000,000 Class A ordinary shares, with a par value of

$0.0001 per share.

On June 5, 2020, the Company entered into a forward purchase agreement with Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of the Company or the Sponsors, pursuant to which Cannae Holdings will purchase Class A ordinary shares in an aggregate share amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share at $ 11.50 per share, for an aggregate purchase price of $ 75,000,000 , or $ 10.00 per Class A ordinary share, in a private placement to occur concurrently with the closing of the Business Combination.

The warrants to be issued as part of the forward purchase agreement will be identical to the warrants sold as part of the units in this offering.

In connection with the forward purchase securities sold to Cannae Holdings, the Sponsors will receive (by way of an adjustment to their existing Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20 % of the Company’s Class A ordinary shares at the time of the closing of the Business Combination.

The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders.

Under the forward purchase agreement, the Company will provide a right of first offer to Cannae Holdings, if the Company proposes to raise additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities, other than the units and certain excluded securities.

In addition, if the Company seeks shareholder approval of a Business Combination, Cannae Holdings has agreed under the forward purchase agreement to vote any Class A ordinary shares owned by Cannae Holdings in favor of any proposed initial Business Combination.

In connection with the signing of the Business Combination Agreement and Backstop Agreement, Trebia and Cannae entered into a FPA Termination Agreement to terminate the June 5, 2020 Forward Purchase Agreement.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Fee Arrangement

The Company entered into a fee arrangement with two service providers pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates a Business Combination.

If a Business Combination does not occur, the Company will not be required to pay these fees.

As of December 31, 2021 and 2020, the amount accrued for these fees was $ 8,266,666 and $ 0 respectively.

Business Combination Agreement

As previously disclosed on a Form 8-K filed with the SEC on June 29, 2021, on June 28, 2021, the Company entered into a certain Business Combination Agreement (the “Business Combination Agreement”) by and among S1 Holdco, LLC, a Delaware limited liability company (“System1”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with System1, collectively, the “Targets”) and the other parties signatory thereto.

The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the “Business Combination”):

(i) the Company will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), and (ii) upon which time, the Company will enter into a series of business combination transactions which, following the consummation of the Business Combination, will result in each of (A) System1, LLC, a Delaware limited liability company and the current operating subsidiary of System1, and (B) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, becoming subsidiaries of the Company (such combined company, “System1 Group”).

Following the consummation of the Business Combination, System1 Group will be organized in an “Up-C” structure, in which substantially all of the assets and business of the Company will be held by subsidiaries of System1.

System1 Group’s business will continue to operate through the subsidiaries of System1 and Protected.

Upon consummation of the Business Combination, and after the Domestication, the Company will have three classes of common stock, which are as follows:

• Class A common stock, par value $ 0.0001 per share (the “System1 Group Class A Common Stock”), which will be publicly traded.

• Class C common stock, par value $ 0.0001 per share (the “System1 Group Class C Common Stock”), which will have the right to one vote per share.

• Class D common stock, par value $ 0.0001 per share (“System1 Group Class D Common Stock”), that do not entitle the holder to any voting rights except as required by applicable law.

The System1 Group Class D Common Stock will automatically convert into shares of System1 Group Class A Common Stock on a one-for-one basis if, following the closing of the Business Combination (the “Closing”), the post-Closing dollar volume-weighted average price (“VWAP”) of System1 Group equals or exceeds $ 12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days before the fifth anniversary of the Closing.

If the System1 Group Class D Conversion Event has not occurred by the fifth anniversary of the Closing, all outstanding shares of System1 Group Class D Common Stock will automatically be forfeited to the System1 Group and canceled for no consideration therefor, including any dividends or dividend catch-up payments owed in respect thereof.

Subject to the terms of the Business Combination Agreement, the aggregate consideration to be paid to the equity holders of System1 and Protected in connection with the Business Combination will be a combination of cash and equity consideration.

The aggregate cash consideration payable under the Business Combination Agreement will be approximately $ 462,500,000 (the “Closing Cash Consideration”) of which (x) approximately $ 212,500,000 cash proceeds will be received by System1 and Protected management equity holders (subject to certain adjustments set forth in the Business Combination Agreement), and (y) $ 250,361,620 cash proceeds will be

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

received by certain non-management equity holders of System1.

The aggregate equity consideration payable under the Business Combination Agreement will be approximately $ 667,500,000 , consisting of shares of the Company’s Class A Common Stock and the Company’s Class C Common Stock (valued at $ 10 per share) (the “Closing Equity Consideration”).

In the event that the value of shareholder redemptions exceeds $ 417,500,000 , then the Closing Cash Consideration and Closing Equity Consideration are subject to a dollar-for-dollar adjustment.

In such case, current equity holders of System1 and Protected have, pursuant to the terms of the Business Combination Agreement, agreed to reduce the Closing Cash Consideration by such amount and proportionally increase the Closing Equity Consideration.

If the value of shareholder redemptions exceeds $ 462,500,000 , the current equity holders of System1 and Protected may elect, in their sole discretion, to further reduce the Closing Cash Consideration and proportionally increase the Closing Equity Consideration.

In connection with the Business Combination Agreement, Trebia entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A.

(“Bank of America”) pursuant to which at the closing of the Business Combination, Bank of America has committed to provide Orchid Finco LLC (“Finco”), as the borrower, a $ 400 million first lien term loan facility (the “Term Loan”) and a $ 50 million revolving facility (the “Revolving Facility” and, together with the Term Facility, the “New Facility”).

The Term Loan will mature seven years after the Closing and will amortize in equal quarterly installments in an aggregate annual amount equal to 1 % of the original principal amount of the Term Loan.

The Revolving Facility will mature five years after the Closing.

The $ 518 million of cash currently held in Trebia’s trust account will be backstopped by the $ 200 million Cannae Subscription, together with $ 218 million of the Bank of America Term Loan, which will be utilized as a backstop for potential future redemptions by Trebia public shareholders.

This in conjunction with the Seller Backstop Amount and the Additional Seller Backstop Election provides for a potential 100 % backstop for potential future redemptions by Trebia public shareholders.

Bank of America’s commitment to provide the New Facility is subject to a limited number of conditions, including the non-occurrence of a material adverse effect with respect to the Targets.

Sponsor Agreement

In connection with the execution of the Business Combination Agreement and the Backstop Agreement, as defined below, Trebia amended and restated (a) that certain letter agreement, dated June 19, 2020, by and among the Sponsors and Trebia and (b) that certain letter agreement, dated June 19, 2020, by and among Trebia, certain of the directors and officers of Trebia (the “Insiders”) and the other parties thereto, and entered into that certain sponsor agreement (the “Sponsor Agreement”) with the Sponsors, Cannae, the Insiders, System1 and Protected.

Pursuant to the Sponsor Agreement, among other things, the Sponsors along with Cannae and the Insiders agreed (i) to vote any Trebia securities in favor of the Business Combination and other Trebia Shareholder Matters (as defined in the Business Combination Agreement), (ii) not to seek redemption of any Trebia securities, (iii) not to transfer any Trebia securities for the period beginning on the day of the Closing until the earlier of (x) 180 days following the Closing or (y) if the VWAP of System1 Group 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, 150 days thereafter, and (iv) to be bound to certain other obligations as described therein.

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

Trebia will also issue (x) 725,000 shares of System1 Group Class D Common Stock to Trasimene Sponsor and 725,000 shares of System1 Group Class D Common Stock to BGPT Sponsor, and (y) 725,000 System1 Group restricted stock units to each of Michael Blend and Just Develop It Limited, a private limited company incorporated in England and Wales, in the case of each of (x) and (y) subject to the BGPT Sponsor and Trasimene Sponsor forfeiture of 1,450,000 Trebia Class B ordinary shares.

The System1 Group restricted stock units will be subject to the same vesting and other terms as the System1 Group Class D Common Stock.

Additionally, (x) the Sponsors have agreed to, in conjunction with the closing of the Business Combination, 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 and Protected equity holders and (y) Trebia has agreed to issue to Cannae or such System1 and Protected equity holders a number of System1 Group Class A Common Stock equal to such forfeiture, in the event and to the extent that Cannae and/or such System1 and Protected equity holders provide such backstop in connection with any valid shareholder redemptions.

On January 10, 2022, Trebia entered into the Amended and Restated Sponsor Agreement (the “ A&R Sponsor Agreement ”) by and among BGPT Trebia LP (the “ BGPT Sponsor ”), Trasimene Trebia, LP (the “ Trasimene Sponsor ” and, together with the BGPT Sponsor, the “ Sponsors ”) and the other parties signatory thereto, which amends and restates the Letter Agreement, dated June 28, 2021 and as

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

amended on November 30, 2021 by and among such parties (the “ Original Sponsor Agreement ”), in order to provide that the Sponsors will forfeit up to (a) 1,275,510 Founder Shares (as defined in the Business Combination Agreement) (the “ Initial Cannae Founder Shares ”) to Trebia, and Trebia will issue to Cannae an equal number of shares of Trebia Class A Common Stock in connection with, and based upon the extent of, Cannae’s existing backstop obligations under the Original Backstop Agreement, (b) 1,000,000 Founder Shares to Trebia, and Trebia will issue to members of management of the Companies an equal number of shares of Trebia Class A Common Stock in connection with, and based upon the extent of, their backstop obligations under the Business Combination Agreement, and (c) an additional 1,352,941 Founder Shares (the “ Additional Cannae Founder Shares ”) to Trebia, and Trebia will issue to Cannae an equal number of shares of Trebia Class A Common Stock in connection with, and based upon the extent of, Cannae’s obligation with respect to the Additional Cannae Backstop Amount.

The A&R Sponsor Agreement also provides that the Additional Backstop Purchase Shares, the Additional Cannae Founder Shares, and 50 % of the Initial Cannae Founder Shares will not be subject to the lockup provisions thereof.

Backstop Agreement

In connection with the signing of the Business Combination Agreement, Trebia and Cannae entered into a certain Backstop Facility Agreement (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 Group 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 .

On January 10, 2022, Trebia entered into the Amended and Restated Backstop Facility Agreement (the “ A&R Backstop Agreement ”), which amends and restates the Backstop Facility Agreement, dated June 28, 2021 by and between Cannae Holdings, Inc.

(“ Cannae ”) and Trebia (the “ Original Backstop Agreement ”), in order to increase Cannae’s aggregate backstop commitment by $ 50,000,000 (the “ Additional Cannae Backstop Commitment ”) from $ 200,000,000 to $ 250,000,000 .

The Additional Cannae Backstop Commitment now obligates Cannae, to the extent that the total Trebia Shareholder Redemption Value is in excess of $ 417,500,000 , to backstop up to 50 % of the Trebia Shareholder Redemption Value in excess of $ 417,500,000 (the “ Additional Cannae Backstop Amount ”) by purchasing a number of shares of Trebia Class A Common Stock equal to the actual Additional Cannae Backstop Amount (as contemplated by the A&R Backstop Agreement) divided by $ 10 (the “ Additional Backstop Purchase Shares ”) At the close of the Business Combination, Cannae's aggregate commitment under the Backstop Agreement was $ 246,484,460 .

SHAREHOLDERS’ EQUITY

Preference Shares —The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 .

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.

At December 31, 2021 and 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares —The Company is authorized to issue 400,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At December 31, 2020,

there were 2,267,212 Class A ordinary shares issued or outstanding excluding 49,482,788 Class A ordinary shares subject

to possible redemption.

Ordinary Shares —The Company is authorized to issue 40,000,000 Class B ordinary shares, with a par value of $0.0001

At December 31, 2021 and 2020, there were 51,750,000 Class A ordinary shares issued and outstanding, including Class A ordinary shares subject to possible redemption presented as temporary equity.

Class B Ordinary Shares —The Company is authorized to issue 40,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

At December 31, 2020, there

were 12,937,500 Class B ordinary shares issued and outstanding.

Only holders of the

Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters

submitted to a vote of the Company’s shareholders except as otherwise required by law.

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

At December 31, 2021 and 2020, there were 12,937,500 Class B ordinary shares issued and outstanding .

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

The Class B ordinary

shares will automatically convert into Class A ordinary shares on the first business day following the completion of A business

combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary

shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued

and outstanding upon completion of Initial Public Offering, plus (ii) the sum of (a) the total number of ordinary shares

issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued

by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares,

but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for

or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private

placement warrants issued to the Sponsors or any of their affiliates upon conversion of Working Capital Loans, minus (b) the

number of Public Shares redeemed by public shareholders in connection with a Business Combination.

Any conversion of Class B

ordinary shares will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary

shares as a matter of Cayman Islands law.

In no event will the Class B ordinary shares convert into Class A ordinary

shares at a rate of less than one to one.

Warrants —Public

Warrants may only be exercised for a whole number of shares.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of A business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the sum of (a) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsors or any of their affiliates upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with a Business Combination.

Any conversion of Class B ordinary shares will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Warrants —Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years from the

completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not

be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A

ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company

satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be

exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the

Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the

securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed

that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use

its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act,

of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts

to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus

relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is

not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as

there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act

or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed

on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of

the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so

on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event,

each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to

the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying

the warrants, multiplied the excess of the “fair market value”

less the exercise price of the warrants by (y) the

fair market value and (B) 0.361.

The “fair market value”

shall mean the volume weighted average price of the Class A

ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received

by the warrant agent.

Redemption of Warrants

When the Price per Class A Ordinary Share Equals or Exceeds $18.00 —Once the warrants become exercisable, the Company

may redeem the outstanding Public Warrants:

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361 .

The “fair market value” shall

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 —Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

upon not less than 30 days’

prior written notice of redemption to each warrant holder and

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

If and when the warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the

underlying securities for sale under all applicable state securities laws.

However, we will not redeem the warrants unless an effective

registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants

is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption

TREBIA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Redemption of Warrants

When the Price per Class A Ordinary Share Equals or Exceeds $10.00 —Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

● upon not less than 30 days’ prior written notice of redemption to each warrant holder and

● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day redemption period.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 10.00 —Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value”

of the Class A ordinary shares;

if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like);

if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

The exercise price

and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including

in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise

● at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary shares;

● if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 ”) equals or exceeds $ 10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like);

● if the Reference Value is less than $ 18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable

to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,

holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any

distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

the Public Warrants may expire worthless.

In addition, if (x) the

Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with

the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such

issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case

of any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or

such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds

from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a

Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted

average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below

$9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent

to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”

and “Redemption

of warrants when the price per Class A ordinary share equals or exceeds $10.00”

will be adjusted (to the nearest cent)

to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement

Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the

Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will

not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long

as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A

ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private

Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

FAIR VALUE MEASUREMENTS

Warrant Liability

The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021.

Warrant liabilities:

Public Warrants

Private Warrants

Total Warrants Liabilities

The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020.

Warrant liabilities:

Public Warrants

Private Warrants

Total Warrants Liabilities

FPA Liability

The Public Warrants were valued using the instrument’s publicly listed trading price (NYSE:

TREB.WS) as of the balance sheet dates.

The value of the Private Warrants was estimated using the Public Warrants’ publicly listed trading price (NYSE:

TREB.WS) as of the balance sheet dates, which is considered a Level 2 fair value measurement.

The Private Placement Warrants have the same value as the Public Warrants since they are also subject to the make-whole table, per the Company's warrant agreement.

Given the Private Warrants and Public Warrants are similar instruments and the Public Warrants have quoted prices in an active market, the publicly listed trading price of the Public Warrants estimates the value of the Private Warrants.

SYSTEM1, INC.

(f/k/a TREBIA ACQUISITION CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

The following table presents a summary of the changes in the fair value of the Level 3 liability related to the Private Placement Warrants, measured on a recurring basis.

Private Placement

Warrant Liability

Fair value, December 31, 2020

Change in fair value

( 7,657,001 )

Fair value, December 31, 2021

Transfer from Level 3 to Level 2

( 9,468,334 )

Fair value, December 31, 2021

FPA Liability

The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement.

Under the adjusted net assets method utilized, the aggregate commitment of $ 75 million pursuant to the FPAs is discounted to present value and compared to the fair value of the ordinary shares and warrants to be issued pursuant to the FPAs.

The fair value of the ordinary shares and warrants to be issued under the FPAs were based on the public trading price of the Units issued in the Company’s IPO.

The excess (liability) or deficit (asset) of the fair value of the ordinary shares and warrants to be issued compared to the $ 75 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination.

As of June 30, 2021, the FPA liability was reduced to zero as the FPA was terminated per the FPA Termination Agreement between Trebia and Cannae Holdings in conjunction with the Business Combination Agreement as discussed in Note 6.

The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis.

Fair value, December 31, 2020

Change in fair value

( 7,494,372 )

Gain on termination of FPA

( 3,160,168 )

Fair value, December 31, 2021

Transfers to/from Level 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

For the year ended December 31, 2021, there was a transfer from Level 3 to Level 2 of $ 9,468,334 representing the fair value of the Private Placement Warrants.

SUBSEQUENT EVENTS

The Company has evaluated events that have occurred after the balance sheet up to the date the consolidated financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements, except for the disclosures relating to the consummation of its Business Combination Agreement on January 27, 2022 as disclosed in Note 1 and 6 to the consolidated financial statements.

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 9A. Controls and Procedures