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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2022

TREBIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39331

98-1531250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

41 Madison Avenue, Suite 2020

New York, NY 10010

(Address of principal executive offices) (Zip Code)

(646) 450-9187

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share, and one-third of one redeemable warrant	TREB.U	The New York Stock Exchange
Class A common 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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. ☐

Item 1.01.

Entry Into a Material Agreement.

The BCA Amendment

On January 10, 2022, Trebia Acquisition Corp. (“Trebia”) entered into Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment”) by and among S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with S1 Holdco, collectively, “System1” or the “Companies”) and the other parties signatory thereto, which amends the Business Combination Agreement, dated June 28, 2021 as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated November 30, 2021 by and among such parties (collectively, the “Original Business Combination Agreement” and, as amended by the BCA Amendment, the “Business Combination Agreement”) in order to (i) replace the Additional Seller Backstop Election (as defined below) with certain modifications resulting in an increase to (x) the aggregate maximum Seller Backstop Amount from $45.0 million to $50.0 million and (y) the Cannae Backstop Amount from $200.0 million to $250.0 million, (ii) modify the lockup provision in the form of Bylaws to be adopted at the Closing of the business combination and (iii) give effect to the amended and restated terms of each of the A&R Cannae Backstop Agreement (as defined below) and the A&R Sponsor Agreement (as defined below), each as discussed in further detail below. Capitalized terms not otherwise defined in this Current Report have the meanings assigned to them in the Business Combination Agreement.

Seller Backstop Amount

Pursuant to the Original Business Combination Agreement, OpenMail, LLC (“Open Mail”), Protected and certain members of OpenMail (collectively, the “Backstop Sellers”), agreed to reduce the Closing Cash Consideration, which reduction (if necessary to cover redemptions by Trebia’s public shareholders) corresponded to an increase in the Closing Seller Equity Consideration (the “Seller Backstop”). The Seller Backstop Amount (as contemplated in the Original Business Combination Agreement) was based on the total value of the aggregate Trebia Class A Ordinary Shares that are redeemed in connection with the special meeting of Trebia’s shareholders calculated at a price per share of $10.00 (the “Trebia Shareholder Redemption Value”), which Seller Backstop Amount could not be less than $0 or greater than $45,000,000, unless the Backstop Sellers agreed to exercise the Additional Seller Backstop Election. Under the Additional Seller Backstop Election, the Backstop Sellers could elect, but were not required, to increase the Seller Backstop Amount to the extent the Trebia Shareholder Redemption Value exceeded $462,500,000. As a result, if the Trebia Shareholder Redemption Value exceeded $462,500,000 and the Backstop Sellers did not exercise the Additional Seller Backstop Election, the minimum Closing Cash Condition necessary to consummate the business combination under the terms of the Original Business Combination Agreement would not have been satisfied.

Pursuant to the BCA Amendment, the parties agreed to remove the right of the Backstop Sellers to exercise the Additional Seller Backstop Election in exchange for the Backstop Sellers’ agreement to an increase in the Seller Backstop Amount in an amount equal to 50% of the Trebia Shareholder Redemption Value in excess of $417,500,000 (if any), which Seller Backstop Amount could not be less than $0 or greater than $50,000,000. As a result of the BCA Amendment, consummation of the transactions contemplated by the Business Combination Agreement is no longer conditioned on the Backstop Sellers exercising the Additional Seller Backstop Election if the Trebia Shareholder Redemption Value exceeds $417,500,000.

The foregoing description of the BCA Amendment is not complete and is qualified in its entirety by reference to the BCA Amendment, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Form of Bylaws

Pursuant to the form of Bylaws referenced in the Original Business Combination Agreement (the “Original Form of Bylaws”), shares issued as Closing Seller Equity Consideration, including shares received in connection with certain redemptions or exchanges pursuant to S1 Holdco’s LLC operating agreement, were subject to lockup provisions except for an amount of shares issuable to certain parties to the Original Sponsor Agreement (as defined below), which amount was equal to 50% of the total shares issued such parties. Pursuant to the amended form of Bylaws referenced in the Business Combination Agreement as a result of the BCA Amendment, the Additional Backstop Purchase Shares (as defined below) and the Additional Cannae Founder Shares (as defined below) will not be subject to such lockup provisions.

The foregoing description of the modifications to the Original Form of Bylaws is not complete and is qualified in its entirety by reference to the Amended Form of Bylaws, which is attached as Exhibit 10.2 to this Current Report and incorporated herein by reference.

The A&R Cannae Backstop Agreement

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”).

The foregoing description of the A&R Backstop Agreement is not complete and is qualified in its entirety by reference to the A&R Backstop Agreement, which is attached as Exhibit 10.3 to this Current Report and incorporated herein by reference.

The A&R Sponsor Agreement

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 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.

The foregoing description of the A&R Sponsor Agreement is not complete and is qualified in its entirety by reference to the A&R Sponsor Agreement, which is attached as Exhibit 10.4 to this Current Report and incorporated herein by reference.

Item 8.01.

Other Events

On January 10, 2022, Trebia and System1, issued a press release (the “Press Release”) announcing the amendments to each of the Original Business Combination Agreement, the Original Form of Bylaws, the Original Backstop Agreement and the Original Sponsor Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Important Information and Where to Find It

and System1 urge investors, shareholders and other interested persons to read the Proxy Statement/Prospectus, as well as other documents filed with the SEC in connection with the Business Combination, as these materials will contain important information about Trebia, System1 and the Business Combination. Such persons can also read (i) Trebia’s final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824) which was filed with the SEC on June 18, 2020 (the “Trebia Prospectus”), for a description of the security holdings of Trebia’s officers and directors and their respective interests as security holders in the consummation of the proposed business combination, (ii) Trebia’s current report on Form 8-K which was filed with the SEC on June 29, 2021 for a description of the business combination agreement and certain ancillary agreements related to the Business Combination and (iii) the Proxy Statement/Prospectus. Now that the registration statement has been cleared by the SEC, the definitive Proxy Statement/Prospectus was mailed to Trebia’s shareholders as of the record date established for voting on the Business Combination and other matters related thereto. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Trebia Acquisition Corp., 41 Madison Avenue, Suite 2020, New York, NY 10010, or (646) 450-9187.

Participants in the Solicitation

Trebia and System1, and their respective directors, executive officers and other employees and members of their management may be deemed, under SEC rules, to be participants in the solicitation of proxies of Trebia’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Trebia’s directors and executive officers in (i) the Trebia Prospectus and (ii) the Proxy Statement/Prospectus. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Trebia’s shareholders (including information concerning the interests of Trebia’s and System1’s participants in the solicitation, which may, in some cases, be different than those of Trebia’s and System1’s equity holders generally) in connection with the Business Combination is set forth in the Proxy Statement/Prospectus for the Business Combination.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward Looking Statements

This communication includes “forward-looking statements”. Forward-looking statements include, but are not limited to, statements regarding Trebia, System1 or their respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document may include, for example, statements about System1’s industry and market sizes; future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System1; and the pending Business Combination transaction between Trebia and System1, including the implied enterprise value, ownership structure and the likelihood and ability of the parties to successfully consummate the transaction.

The forward-looking statements contained in this document are based on Trebia’s and System1’s current expectations and beliefs concerning future developments, and their potential effects on Trebia or System1 taking into account information currently available.

proceedings that may be instituted against Trebia and/or System1 following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the shareholders of Trebia, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on System1’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to maintain the listing of System1’s common stock on the NYSE following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of System1 to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations (including those concerning data security, consumer privacy and/or information sharing); and (11) the possibility that Trebia or System1 may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Trebia’s most recent filings with the SEC, including the Proxy Statement/Prospectus filed in connection with the Business Combination.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		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

10.2		Amended Form of Bylaws

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

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

99.1		Joint Press Release of Trebia Acquisition Corp. and System1, dated January 10, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 10, 2022


Trebia Acquisition Corp.

By:		/s/ Tanmay Kumar
		Name: Tanmay Kumar
		Title: Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT

This AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), effective as of January 10, 2022, amends the Business Combination Agreement (the “Agreement”), dated as of June 28, 2021, as amended November 30, 2021, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 Midco, LLC, a Delaware limited liability company (“S1 Midco”), System1 S1, LLC, a Delaware limited liability company (“S1”), OpenMail LLC, a Delaware limited liability company (“OpenMail”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia (“Trebia Merger Sub”), Orchid Merger Sub II, LLC, a Delaware limited liability company (“Trebia Merger Sub LLC”), Orchid Finco, LLC, a Delaware limited liability company (“Trebia Finco LLC”), CSC III System1 Blocker Inc., a Delaware corporation (“CSC Blocker 1”), CSC (Offshore) III System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 2”), CSC III-A System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 3” and, together with CSC Blocker 1 and CSC Blocker 2, the “CSC Blockers”), Court Square Capital Partners III, L.P., a Delaware limited partnership (“Court Square III L.P.”), Court Square Capital Partners (Offshore) III, L.P., a Cayman Islands limited partnership (“Court Square (Offshore) L.P.”), Court Square Capital Partners III-A, L.P., a Delaware limited partnership (“Court Square III-A L.P.” and, together with Court Square III L.P. and Court Square (Offshore) L.P., the “Blocker Parents”), Court Square Capital GP III, LLC, a Delaware limited liability company (“Court Square Capital GP”), Court Square Capital Partners (Executive) III, L.P., a Delaware limited partnership (“Court Square Executive” and, together with Court Square Capital GP and Court Square III L.P., the “Court Square GPs”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), the Persons listed on Exhibit L to the Agreement (collectively, the “Redeemed OM Members”), Trasimene Trebia, LP (“Trasimene Sponsor”), BGPT Trebia LP (“BGPT Sponsor” and, together with Trasimene Sponsor, the “Founders”) and the Persons listed on Exhibit J to the Agreement (collectively, the “Protected Rollover Parties”). Trebia, S1 Holdco, S1 Midco, S1, OpenMail, Trebia Merger Sub, Trebia Finco LLC, Trebia Merger Sub LLC, the CSC Blockers, the Blocker Parents, the Court Square GPs, Protected, the Redeemed OM Members, the Founders and the Protected Rollover Parties are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

W I T N E S S E T H:

WHEREAS Trebia, Trebia Merger Sub, Trebia Merger Sub LLC, Trebia Finco LLC, the Founders, the CSC Blockers, the Blocker Parents, the Court Square GPs, S1 Holdco, S1 Midco, S1, OpenMail, Protected, the Redeemed OM Members and the Protected Rollover Parties have entered into the Agreement; and

WHEREAS, pursuant to and in accordance with Section 15.10 of the Agreement, the Parties desire to amend the Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the promises, and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Amendment to Exhibits. Exhibit B and Exhibit G to the Agreement shall be amended in their entirety by replacing such Exhibits with Exhibit A and Exhibit B, respectively, to this Amendment.

Section 2. Amendment to the Recitals. The third paragraph of the recitals to the Agreement is hereby amended by replacing such paragraph in its entirety with the following:

“WHEREAS, on or prior to the date hereof, Trebia has obtained (i) an equity commitment in the amount of $250,000,000 (the “Cannae Backstop Amount”) from Cannae Holdings, Inc. (“Cannae”) pursuant to the terms of a Backstop Facility Agreement (the “Backstop Agreement”), all or a portion of which may be used to fund (A) to the extent that the Trebia Shareholder Redemption Value (as defined below), if any, is less than $200,000,000, fifty percent (50%) of such amount, (B) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $200,000,000 but less than $300,000,000, the amount funded pursuant to clause (A) plus one-hundred percent (100%) of such amount between $200,000,000 and $300,000,000, and (C) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $417,500,000 but less than $517,500,000, the amount funded pursuant to clauses (B) and (C) plus fifty percent (50%) of such amount between $417,500,000 and $517,500,000, and, in accordance with the terms of the Backstop Agreement, Cannae shall subscribe for a number of shares of Trebia Class A Common Stock equal to such aggregate amount divided by $10; (ii) a debt commitment from the financing sources party thereto to Trebia Finco LLC, dated as of the date of this Agreement (the “Debt Commitment Letter”); and (iii) solely to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $417,500,000, the Redeemed OM Members, OpenMail and Protected have agreed to reduce the Closing Cash Consideration otherwise payable pursuant to this Agreement in an amount equal to fifty percent (50%) of the Trebia Shareholder Redemption Value, if any, in excess of $417,500,000 (and (x) in the case of the Redeemed OM Members and OpenMail, a corresponding reduction in the number of S1 Holdco Units that will be redeemed by S1 Holdco, as set forth in the Allocation Schedule and (y) in the case of Protected, a corresponding increase in the Closing Seller Equity Consideration that will be paid to Protected), and, in accordance with the terms and subject to the conditions of this Agreement and in the proportions set forth on the Allocation Schedule;”

Section 3. Amendments to Article I.

(a) Section 1.01 of the Agreement is hereby amended by deleting the following defined terms and related definitions in their entirety:

“Additional Seller Backstop Election” has the meaning specified in the Recitals hereto.

“Allocated Percentage” means the relevant percentage notified in writing to Trebia by S1 Holdco and Protected upon making an Additional Seller Backstop Election for each of the reductions in respect of the Specified Proceeds Reduction contemplated in Section 3.01(c), Section 3.01(d), Section 3.01(e), Section 3.01(f), Section 3.01(g) and Section 3.03(a); provided that the sum of all Allocated Percentages shall equal 100%.

“Specified Proceeds Reduction” has the meaning specified in Schedule 1.01(c) of the Disclosure Schedules.

(b) Section 1.01 of the Agreement is hereby amended by replacing the definition of “Allocation Schedule” in its entirety with the following:

“Allocation Schedule” means a schedule dated as of the Closing Date, prepared by S1 Holdco and Protected in a form consistent with the format set forth on the illustrative example of the Allocation Schedule attached hereto as Exhibit G (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected), setting forth, (a) the name of OpenMail, each Blocker Parent, Court Square Executive, Court Square Capital GP, each Redeemed OM Member, each Protected Rollover Party, each holder of Protected Common Stock, each holder of equity interests in Protected UK, each holder of equity interests in Protected Security Holdings, each holder of equity interests in OpenMail

and each holder of Value Creation Units (all such Persons, the “Sellers”), (b) the allocation of the Closing Cash Consideration and the Closing Seller Equity Consideration (if any) at the Closing to each Seller, and (c) the allocation of the Seller Backstop Amount, in each case, in accordance with the methodology and principles set forth on Exhibit G (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected).

(c) Section 1.01 of the Agreement is hereby amended by replacing the definition of “Seller Backstop Amount” in its entirety with the following:

“Seller Backstop Amount” means an amount equal to (a)(i) the Trebia Shareholder Redemption Value, minus (ii) $417,500,000, multiplied by (b) fifty percent (50%); provided that if the result of such calculation is less than or equal to zero, then the Seller Backstop Amount shall equal $0.

(d) Section 1.01 of the Agreement is hereby amended by replacing the definition of “Trebia Shareholder Redemption Value” in its entirety with the following:

“Trebia Shareholder Redemption Value” means an amount equal to $10 multiplied by the number of Trebia Class A Ordinary Shares that are redeemed in connection with the Special Meeting.

Section 4. Amendments to Article II.

(a) Section 2.02(a) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(a) Cannae Backstop. Prior to and in connection with the Closing and in accordance with the terms of the Backstop Agreement, Cannae will pay and deliver to Trebia an amount up to the Cannae Backstop Amount, which amount will be used to fund (A) to the extent that the Trebia Shareholder Redemption Value, if any, is less than $200,000,000, fifty percent (50%) of such amount, (B) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $200,000,000 but less than $300,000,000, the amount funded pursuant to clause (A) plus one-hundred percent (100%) of such amount between $200,000,000 and $300,000,000 and (C) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $417,500,000 but less than $517,500,000, the amount funded pursuant to clauses (B) and (C) plus fifty percent (50%) of such amount between $417,500,000 and $517,500,000, and, in accordance with the terms of the Backstop Agreement, Cannae shall subscribe for a number of shares of Trebia Class A Common Stock equal to such aggregate amount divided by $10.”

(b) Section 2.02(c) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(c) [Reserved].”

“(a) Subject to the terms and conditions set forth herein, on the Closing Date, immediately following the OpenMail Redemption and prior to the OpenMail S1 Holdco Unit Redemption (x) S1 Holdco shall redeem, and the Redeemed OM Members shall agree to the redemption of, the Redeemed OM Members S1 Units from the Redeemed OM Members in exchange for the Redeemed OM Members’ applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule, and (y) Trebia shall issue to the Redeemed OM Members a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by the Redeemed OM Members immediately following the Redeemed OM Members S1 Holdco Unit Redemption and in consideration for the payment to Trebia by the Redeemed OM Members of $1.”

(d) Section 2.10(a) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(a) Subject to the terms and conditions set forth herein, on the Closing Date and immediately following the Redeemed OM Members S1 Holdco Unit Redemption and prior to the Protected Reorganization (x) S1 Holdco shall redeem, and OpenMail shall agree to the redemption of, the OpenMail S1 Units from OpenMail in exchange for OpenMail’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule and (y) Trebia shall issue to OpenMail a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by OpenMail immediately following the OpenMail S1 Holdco Unit Redemption in consideration for the payment to Trebia by OpenMail of $1.”

(e) Section 2.12 of the Agreement is hereby amended by replacing such section in its entirety with the following:

“The Protected Rollover. On the Closing Date, immediately following the Protected Reorganization and prior to the Protected Merger, on the terms and conditions set forth herein, the Protected Rollover Parties will contribute to Trebia the Protected Rollover Shares, as set forth on the Protected Rollover Schedule; provided, that the Protected Rollover Schedule may be amended to reflect additional Protected Rollover Parties (the “Post-Signing Protected Rollover Parties”), subject to (x) Trebia’s written consent to the inclusion of each such Post-Signing Protected Rollover Party on the Protected Rollover Schedule and (y) such Post-Signing Protected Rollover Party duly executing a joinder to this Agreement. In exchange for the contribution of the Protected Rollover Shares by the Protected Rollover Parties, Trebia shall (i) issue to each of the Protected Rollover Parties such Protected Rollover Party’s applicable portion of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, (ii) pay such Protected Rollover Party’s applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule, and (iii) issue to such Protected Rollover Party a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10.”

Section 5. Amendments to Article III.

(a) Section 3.01(c) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(c) At the Closing, in connection with the consummation of the Redeemed OM Members S1 Holdco Unit Redemption, (A) S1 Holdco shall pay to each Redeemed OM Member by wire transfer of immediately available funds to such account or accounts as designated by such Redeemed OM Member such Redeemed OM Member’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule, (B) Trebia shall issue and deliver to such Redeemed OM Member the applicable portion of the Closing Seller Equity Consideration (in the form of a number of shares of Trebia Class C Common Stock), as set forth in the Allocation Schedule, and (C) each Redeemed OM Member shall pay to Trebia $1.”

(b) Section 3.01(d) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(d) At the Closing, in connection with the consummation of the OpenMail S1 Holdco Unit Redemption, (A) S1 Holdco shall pay to each Redeemed OM Member by wire transfer of immediately available funds to such account or accounts as designated by such Redeemed OM Member’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule, (B) Trebia shall issue and deliver to OpenMail the applicable portion of the Closing Seller Equity Consideration (in the form of a number of shares of Trebia Class C Common Stock), as set forth in the Allocation Schedule, and (C) OpenMail shall pay to Trebia $1.”

“(e) At the Closing, Trebia shall, subject to delivery of a duly executed and completed stock power in accordance with Section 4.05, in connection with the consummation of the Protected Rollover, (i) cause the Paying Agent to pay to each Protected Rollover Party the applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule, (ii) issue and deliver to such Protected Rollover Party the applicable portion of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (iii) issue and deliver to such Protected Rollover Party a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10.”

(d) Section 3.01(f) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(f) At the Closing, Trebia shall, subject to delivery of a duly executed and completed Letter of Transmittal in accordance with Section 4.05, in connection with the consummation of the Protected Merger, (i) cause the Paying Agent to pay to the applicable stockholder of Protected, by wire transfer of immediately available funds to such account or accounts as set forth in such Letter of Transmittal, such party’s respective applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule, (ii) issue and deliver to such stockholder of Protected their respective applicable portions of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (iii) issue and deliver to such stockholder of Protected a number of shares of Trebia Class A Common Stock equal to such Person’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10.”

(e) Section 3.01(g) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(g) With respect to VCUs: (i) at the Closing, S1 Holdco shall arrange for payment to the holders of Vested VCUs through S1 Holdco’s or a System1 Subsidiary’s payroll system (as applicable) and less applicable withholding taxes, such holders’ respective applicable portions of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule, and (ii) Trebia shall issue and deliver to such holders their respective applicable portions of the Closing Seller Equity Consideration (in the form of (x) with respect to Vested VCUs, shares of Trebia Class A Common Stock to be issued by Trebia at the Closing and (y) with respect to Unvested VCUs, unvested Trebia RSUs subject to vesting as provided in Section 12.10(d) to be issued by Trebia on the date that is sixty five (65) days after the Closing (the “Unvested RSU Issuance Date”); provided that, in the event that a holder of Unvested VCUs as of the Closing is not a Trebia Service Provider as of the Unvested RSU Issuance Date, Trebia shall, in lieu of the issuance of Unvested RSUs to such holder pursuant to this Section 3.01(g), pay to such holder on the Unvested RSU Issuance Date an amount in cash equal to (A) $10, multiplied by (B) the number of Unvested RSUs issuable to such holder which would have vested between the date of the Closing and the

date upon which such holder ceased to be a Trebia Service Provider) as set forth in the Allocation Schedule. Any required withholding taxes with respect to the issuance of shares of Trebia Class A Common Stock to a holder of Vested VCUs pursuant to this Section 3.01(g) may, at election of the recipient of such shares, (1) be satisfied through an open-market, broker-assisted sales transaction, on terms subject to approval of Trebia, pursuant to which Trebia is promptly delivered the amount of proceeds necessary to satisfy the required withholding taxes (based on maximum statutory withholding rates), or (2) if Trebia is subject to a Black-Out Period at the time the withholding obligation arises, such withholding taxes will be satisfied by Trebia retaining that number of shares of Trebia Class A Common Stock otherwise issuable to such holder having a value equal to the aggregate amount of such required withholding taxes (based on maximum statutory withholding rates).”

(f) Section 3.03(a) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(a) The Protected Common Stock, other than the Protected Rollover Shares, issued and outstanding immediately prior to the Protected Effective Time will be converted into, and the holders of such Protected Common Stock shall be entitled to receive, in the aggregate with respect to all Protected Common Stock held by such holder, the applicable portion of the Protected Closing Cash Consideration and the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule. All such Protected Common Stock will no longer be outstanding and shall automatically be cancelled and will cease to exist, and the holders shall thereafter cease to have any rights with respect to such securities.”

Section 6. Amendment to Article IV. Section 4.04(d) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(d) The Trebia Parties shall be entitled to rely upon the Allocation Schedule, and in no event will Trebia or any of its Affiliates have any liability to any Blocker Parent, S1 Holdco, OpenMail, Court Square GPs, holder of Protected Securities or any other Person with respect to the allocation of the Closing Cash Consideration or the Closing Seller Equity Consideration payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Allocation Schedule result in, or require Trebia or any other Person to issue or pay hereunder, an amount greater than the aggregate of the Closing Cash Consideration and the Closing Seller Equity Consideration. In no event shall (A) the aggregate Closing Cash Consideration as set forth on the Allocation Schedule delivered to S1 Holdco and Protected pursuant to this Section 4.04 exceed $462,500.000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration), (B) aggregate Closing Seller Equity Consideration as set forth in such Allocation Schedule exceed the number of shares equal to $667,500,000 divided by $10 (plus any amounts attributable to the Seller Backstop Amount, if any) or (C) the sum of the aggregate Closing Seller Cash Consideration and aggregate Closing Seller Equity Consideration set forth in such Allocation Schedule exceed $1,130,000,000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration) (with the Closing Seller Equity Consideration valued at $10 per share).”

Section 7. Amendment to Article XIII. Section 13.01(e) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(e) Available Cash Amount. The Available Cash Amount shall not be less than $467,500,000.”

Section 8. Effect of Amendment. Each Party to this Amendment represents that it has all necessary power and authority to enter into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. This Amendment shall be effective as of the date first written above. After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement or any Exhibit or Schedule thereto to “this Agreement”, “the Agreement”, “hereof”, “herein” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment and Amendment No. 1 to the Agreement, dated as of November 30, 2021 (except that references in the Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean June 28, 2021). Except as amended by this Amendment, the Agreement (as amended prior to the date hereof) will continue in full force and effect and shall be otherwise unaffected hereby.

Section 9. Amendment to Article XIV. Section 14.01(e) of the Agreement is hereby amended by replacing such section in its entirety with the following:

“(e) by Trebia if (i) any of the S1 Holdco Written Consent, the Court Square GPs’ Written Consent, or the Blocker Parents’ Written Consent is not delivered to Trebia within forty-eight hours of the date hereof, or (ii) the Protected Written Consent is not delivered to Trebia within two (2) Business Days following the SEC Clearance Date; provided, however, that Trebia’s right to terminate this Agreement pursuant to this Section 14.01(e) shall expire upon the actual delivery to Trebia of each of the foregoing written consents; provided, further, however, that each such written consent is delivered on or prior to January 13, 2022.”

Section 10. Effect of Amendment. Each Party to this Amendment represents that it has all necessary power and authority to enter into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. This Amendment shall be effective as of the date first written above. After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement or any Exhibit or Schedule thereto to “this Agreement”, “the Agreement”, “hereof”, “herein” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment and Amendment No. 1 to the Agreement, dated as of November 30, 2021 (except that references in the Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean June 28, 2021). Except as amended by this Amendment, the Agreement (as amended prior to the date hereof) will continue in full force and effect and shall be otherwise unaffected hereby.

Section 11. Governing Law; Jurisdiction; Waiver of Jury Trial. Section 15.06 and Section 15.12 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.

Section 12. Counterparts; Electronic Delivery; Severability. Section 15.02, Section 15.07, and Section 15.11 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 effective as of the day and year first indicated above.


S1 HOLDCO, LLC

By:		/s/ Michael Blend
		Name: Michael Blend
		Title: CEO & Chairman of the Board

[Signature Page to Amendment No. 2 to Business Combination Agreement]


SYSTEM1 MIDCO, LLC

By:		/s/ Michael Blend
		Name: Michael Blend
		Title: Manager

[Signature Page to Amendment No. 2 to Business Combination Agreement]


SYSTEM1 S1, LLC

By: SYSTEM1 MIDCO, LLC
Its: Sole Member

By:		/s/ Michael Blend
		Name: Michael Blend
		Title: Manager

[Signature Page to Amendment No. 2 to Business Combination Agreement]


OPENMAIL, LLC

By:		/s/ Michael Blend
		Name: Michael Blend
		Title: Manager

[Signature Page to Amendment No. 2 to Business Combination Agreement]


SYSTEM1 SS PROTECT HOLDINGS, INC.

By:		/s/ Michael Blend
		Name: Michael Blend
		Title: President

SEC Form 425 filed by Trebia Acquisition Corp.