UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

CommissionFile No. 001-39331

TREBIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1531250

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

41 Madison Avenue, Suite 2020

New York, NY 10010

(Address of Principal Executive Offices, including zip code)

(646) 450-9187

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TREB.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	TREB	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TREB WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No &square;

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 20, 2021, there were 51,750,000 Class A ordinary shares, $0.0001 par value per share, and 12,937,500 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

TREBIA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 (Audited)	1
	Condensed Consolidated Statements of Operations for the Three Months Ended and Six Months Ended June 30, 2021 (Unaudited) and for the three months ended June 30, 2020, and the Period from February 11, 2020 (Inception) Through June 30, 2020 (Unaudited)	2
	Condensed Consolidated Statements Of Changes in Shareholders' Equity for the Three Months Ended and Six Months Ended June 30, 2021 (Unaudited) and for the three months ended June 30, 2020, and the Period from February 11, 2020 (Inception) Through June 30, 2020 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months June 30, 2021 (Unaudited) and for the Period from February 11, 2020 (Inception) through June 30, 2020 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	30
Item 4.	Controls and Procedures	30
Part II. Other Information		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Part III. Signatures		33

Part I Financial Information

Item I. Financial Statements

TREBIA ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2021		December 31, 2020
	(unaudited)
Assets
Current Assets
Cash	$	102,402	$	843,643
Prepaid Expenses		176,667		209,790
Total Current Assets		279,069		1,053,433

Cash held in Trust Account		517,500,000		517,500,000
TOTAL ASSETS	$	517,779,069	$	518,553,433

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accrued Expenses	$	1,804,841	$	613,050
Total Current Liabilities		1,804,841		613,050

Warrant Liability		43,831,334		53,005,335
FPA Liability		—		10,654,540
Deferred Underwriting Fee Payable		18,112,500		18,112,500
Total Liabilities		63,748,675		82,385,425

Commitments

Class A Ordinary Shares subject to possible redemption, 51,750,000 and 51,162,254 shares at redemption value at June 30, 2021 and December 31, 2020, respectively		517,500,000		511,622,540

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding		—		—
Class A ordinary share, $0.0001 par value; 400,000,000 shares authorized, 0 and 587,746 issued and outstanding (excluding 51,750,000 and 51,162,254 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		—		59
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 12,937,500 shares issued and outstanding at June 30, 2021, and December 31, 2020		1,294		1,294
Additional paid-in capital		847,038		6,724,439
Accumulated deficit		(64,317,938)		(82,180,324)
Total Shareholders’ Deficit		(63,469,606)		(75,454,532)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	517,779,069	$	518,553,433

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

TREBIA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


							For the Period from
							February 11, 2020
	Three Months Ended					Six Months Ended	(Inception) through
	June 30,					June 30,	June 30,
	2021		2020			2021	2020
Formation and operating costs	$	248,983	$	31,882	$	1,966,155	$	36,866
Loss from operations		(248,983)		(31,882)		(1,966,155)		(36,866)

Other income (loss):
Transaction costs allocated to warrant and FPA liabilities		—		(1,381,051)		—		(1,381,051)
Change in fair value of warrant liability		(5,606,333)		(4,077,333)		9,174,001		(4,077,333)
Change in fair value of FPA liability		—		(2,993,421)		7,494,372		(2,993,421)
Gain on termination of FPA		3,160,168		—		3,160,168		—
Other income (loss), net		(2,446,165)		(8,451,805)		19,828,541		(8,451,805)
Net (loss) income	$	(2,695,148)	$	(8,483,687)	$	17,862,386	$	(8,488,671)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		51,750,000		51,750,000		51,457,751		51,750,000

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		—		—		—		—

Basic and diluted weighted average non-redeemable ordinary shares outstanding		12,937,500		11,453,984		13,229,749		11,389,568

Basic and diluted net (loss) income per non-redeemable ordinary share		(0.21)		(0.74)		1.35		(0.75)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

TREBIA ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity/(Deficit)
Balance – December 31, 2020	587,746	$	59	12,937,500	$	1,294	$	6,724,439	$	(82,180,324)	$	(75,454,532)

Change in value of ordinary shares subject to redemption	(587,746)		(59)	—		—		(5,877,401)		—		(5,877,460)