8-K
System1, Inc. (SST)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 6, 2020
TREBIA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39331 | 98-1531250 |
|---|---|---|
| (State or other jurisdiction of<br><br> 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication 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<br> 240.14d-2(b)) |
| ¨ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR<br> 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange<br><br> <br>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 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 |
| x | Indicate by check mark whether the registrant is an emerging growth company as defined in<br> Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934<br> (§240.12b-2 of this chapter). | |
| --- | --- | |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not<br> to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant<br> to Section 13(a) of the Exchange Act. | |
| Item 8.01 | Other Events. | |
| --- | --- |
On August 6, 2020, Trebia Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants comprising the Units commencing on August 7, 2020. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “TREB.U,” and each of the Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “TREB” and “TREB WS,” respectively.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. The following exhibits are filed with this<br> Form 8-K: |
| Exhibit<br> No. | Description<br> of Exhibits |
| --- | --- |
| 99.1 | Press<br> Release dated August 6, 2020. |
| 2 |
| --- |
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.
| Trebia Acquisition Corp. | ||
|---|---|---|
| Date: August 6, 2020 | By: | /s/ Tanmay Kumar |
| Name: | Tanmay Kumar | |
| Title: | Chief Financial Officer |
| 3 |
| --- |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Trebia Acquisition Corp. Announces theSeparate Trading of its Class A Ordinary Shares and Warrants Commencing August 7, 2020
New York, NY, August 6, 2020 – Trebia Acquisition Corp. (the “Company”) announced that, commencing August 7, 2020, holders of the units sold in the Company's initial public offering of 51,750,000 units completed on June 19, 2020 may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “TREB” and “TREB WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “TREB.U.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus may be obtained for free from the offices of Credit Suisse, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, telephone: (800)-221-1037 or by emailing: usa.prospectus@credit-suisse.com; or BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001 or by emailing: dg.prospectus_request@bofa.com.
About Trebia Acquisition Corp.
Trebia Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. For more information, please visit: https://trebiaacqcorp.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
For more information, please contact:
Tanmay Kumar
Chief Financial Officer
info@trebiaacqcorp.com