Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Market Information
−Removed: Our Class A common stock began trading on the NYSE under the symbol “SST” on January 28, 2022.
−Removed: The Warrants that are separated trade on the NYSE under the symbol “SST.WS.”
−Removed: At March 28, 2022, there were 578 holders of record of our Class A common stock.
+Added: Our Class A Common Stock and Warrants are listed on NYSE under the symbols “SST” and “SST.WS,” respectively.
+Added: Prior to the consummation of the Merger, the Trebia Class A common stock, units and warrants were listed on NYSE under the symbols “TREB”, “TREB.U” and “TREB.WS,” respectively.
+Added: There is no public trading market for our Class C common stock.
+Added: Holders of Record
+Added: As of April 20, 2023, there were approximately 447 holders of record of our Class A common stock, 72 holders of record of our Class C common stock and 2 holders of record of our warrants.
+Added: The actual number of stockholders of our Class A common stock and the actual number of holders of our warrants is greater than the number of record holders and includes holders of our common stock or warrants whose shares of common stock or warrants are held in street name by brokers and other nominees.
Dividend Policy
−Removed: We have never declared or paid dividends on our capital stock.
−Removed: We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future.
−Removed: Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.
+Added: We have never declared or paid any dividends on our Class A or Class C common stock, and we do not anticipate paying any cash dividends in the foreseeable future.
+Added: We currently intend to retain any earnings to finance the operation and expansion of our business.
+Added: Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition, business prospects and other factors that our Board of Directors considers relevant.
+Added: Refer to “Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding our financial condition.
+Added: In addition, our credit facility contains restrictions on our ability to pay dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: Information required by this Item is included in our 2021 Proxy Statement/Prospectus in the section titled under the heading “ Shareholder Proposal No.
−Removed: 6-The Incentive Plan Proposal ” beginning on page 176 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
+Added: Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities
−Removed: Use of Proceeds from Registered Offerings
−Removed: (a) Issuance of Capital Stock
−Removed: Subject to the terms of the Business Combination Agreement, the aggregate consideration paid to the equityholders of S1 Holdco and Protected was $1,130,000,000 and paid in a combination of cash consideration of $480,175,308 (the “Closing Cash Consideration”) and stock consideration (including RSUs) and/or retained S1 Holdco Class B Units of $676,872,677 (the “Closing Equity Consideration”).
−Removed: In response to shareholder redemptions of Trebia having exceeded $462,000,000, the equityholders of S1 Holdco and Protected reduced the Closing Cash Consideration and proportionally increase the Closing Equity Consideration.
−Removed: Other than the shares of Class A Common Stock issued in connection with the Fully Vested Value Creation Units (other than those issued in connection with the Seller Backstop Amount (as defined in the Prospectus)), the securities issued in connection with the Business Combination Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption from registration provided by Section 4(a)(2) or other applicable section of the Securities Act.
−Removed: Concurrently with the Trebia IPO on June 19, 2020, the Registrant issued 8,233,334 Warrants to purchase shares of Trebia Class A Common Stock to the Sponsors for aggregate gross proceeds of $12,350,000.
−Removed: These securities were issued pursuant to Section 4(a)(2) of the Securities Act.
+Added: On March 4, 2022, in connection with the Company's acquisition of NextGen Shopping, Inc.
+Added: (d/b/a "CouponFollow"), the Company issued 2,000 shares of its Class A common stock with a total fair value of $25,500 in a private placement, which shares were subsequently registered on our Registration Statement on Form S-1, originally filed with the SEC on April 1, 2022, as subsequently amended (Reg.
+Added: 2022 Repurchase Program
+Added: In August 2022, the Company's Board of Directors authorized up to $25 million for the repurchase of the Company's Class A common stock and Public Warrants (the “ 2022 Repurchase Program ” ).
+Added: As of December 31, 2022, the Company had a remaining balance of approximately $24 million under the 2022 Repurchase Program.
+Added: Below is a summary of the share repurchases that were traded and settled during the three months ended December 31, 2022:
+Added: (in thousands, except share price) Total Number of Shares Purchased 1
+Added: Average Price Paid per Share 2
+Added: Part of Publicly
+Added: Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Program
+Added: October 1, 2022 to October 31, 2022 190 $ 5.91 190 $ 23,878
+Added: November 1, 2022 to November 30, 2022 $ — — $ 23,878
+Added: December 1, 2022 to December 31, 2022 $ — — $ 23,878
+Added: 1 All of the shares were purchased in open market transactions.
+Added: 2 The average price paid per share was calculated on a settlement basis and includes commissions.
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.