System1, Inc 8-K, filed Jan 21, 2022
System1, Inc. (SST)
About this 8-K
System1, Inc filed this 8-K on January 21, 2022, reporting on events of January 20, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2022, Trebia Acquisition Corp. (“Trebia”) held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”) to consider and vote on certain matters related to the previously announced, proposed business combination among Trebia, S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”) and the other parties thereto.
Holders of 44,486,171 Trebia ordinary shares were either present in person at the offices of Weil, Gotshal & Manges LLP or via the virtual meeting website, or represented by proxy at the Extraordinary General Meeting, representing 68.63% of the total number of shares of Trebia ordinary shares issued and outstanding as of November 22, 2021, the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business at the meeting.
The proposals considered and voted on by Trebia shareholders at the Extraordinary General Meeting, which are described in more detail in the definitive proxy statement filed by Trebia with the Securities and Exchange Commission on December 23, 2021 (the “Proxy Statement”), and the final voting results for each matter are set forth below.
Proposal No. 1 - The Business Combination Proposal.
A proposal to approve Trebia’s entry into that certain Business Combination Agreement, dated as of June 28, 2021 and amended on November 30, 2021 and January 10, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Trebia, S1 Holdco, Orchid Merger Sub I, Inc., Orchid Merger Sub II, Inc., Protected and the other parties thereto. Pursuant to the Business Combination Agreement among other things, Trebia will be domesticated as a Delaware corporation and de-register as a Cayman Islands exempted company, upon which time, Trebia will enter into a series of business combination transactions (the “Business Combination”) which, following the consummation of the Business Combination, will result in each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of England and Wales and the current operating subsidiary of Protected, becoming subsidiaries of Trebia.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,155,098 |
2,830,406 | 410,667 | N/A |
Proposal No. 2 - The NYSE Proposal.
A proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, (i) the issuance of common stock of System1 (as defined below) in connection with the consummation of the transactions contemplated by the Business Combination Agreement and the other transaction agreements, (ii) all issuances of shares of common stock of System1 upon the conversion of shares of any other class of System1 common stock or the exchange of any units of S1 Holdco issued in connection with the Business Combination, and (iii) the issuance of restricted stock units of the post-closing company to Just Develop It Limited, a Protected equityholder, and Michael Blend, one of the founders of S1 Holdco.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 40,808,647 |
3,176,867 | 410,657 | N/A |
Proposal No. 3 - The Domestication Proposal.
A proposal to approve that Trebia be domesticated as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), upon which Trebia will change its name to “System1, Inc.” (“System1”).
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The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,154,908 |
2,830,406 | 410,857 | N/A |
Proposal No. 4 - The Charter Amendment Proposal.
A proposal to approve the amendment and restatement of the amended and restated memorandum and articles of association of Trebia (the “Trebia Organizational Documents”) by their deletion and replacement with the proposed certificate of incorporation of System1 (the “System1 Charter”) and the proposed bylaws of System1 (the “System1 Bylaws” and together with the System1 Charter, the “System1 Organizational Documents”), each effective upon the Domestication.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 41,152,398 |
2,830,606 | 413,167 | N/A |
Proposal No. 5 - The Non-Binding Governance Proposal.
Trebia shareholders approved the following proposals, on a non-binding advisory basis, with respect to certain governance provisions in the System1 Organizational Documents, presented separately in accordance with SEC requirements.
Proposal No. 5A. A proposal to authorize a change to the authorized capital stock of Trebia from (A) 400,000,000 Class A ordinary shares of Trebia, par value $0.0001 per share, 40,000,000 Class B ordinary shares of Trebia, par value $0.0001 per share, and 1,000,000 preferred shares of Trebia, par value $0.0001 per share, to (B) 500,000,000 shares of System1 class A common stock, par value $0.0001 per share, 25,000,000 shares of System1 class C common stock, par value $0.0001 per share, 2,000,000 shares of System1 class D common stock, par value $0.0001 per share, and 100,000 shares of System1 preferred stock, par value $0.0001.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,255,460 |
3,729,946 | 1,410,765 | N/A |
Proposal No. 5B. A proposal to permit changes to the ability of shareholders to vote and remove directors from the System1 board of directors.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,207,941 |
3,775,052 | 1,413,178 | N/A |
Proposal No. 5C. A proposal to approve the adoption of a majority voting requirement to approve a merger or other form of business combination, if such merger or business combination is approved by the System1 board of directors.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,256,706 |
3,728,608 | 1,410,857 | N/A |
Proposal No. 5D. A proposal to make the Delaware Court of Chancery serve as the exclusive forum (or, in the event that the Delaware Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) for any shareholder claims, including claims in the right of System1 that are based upon a violation of a duty by a current or former director, officer, employee or shareholder in such capacity, or as to which the DGCL confers jurisdiction upon the Delaware Court of Chancery.
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The System1 Bylaws will further provide that, unless System1 consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act of 1933.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 36,412,597 |
6,572,897 | 1,410,677 | N/A |
Proposal No. 5E. A proposal to permit action by System1 shareholders only at a duly called annual or special meeting of such shareholders.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 36,309,606 |
6,673,408 | 1,413,157 | N/A |
Proposal No. 5F. A proposal to approve and authorize (A) changing the corporate name from “Trebia Acquisition Corp.” to “System1, Inc.”, (B) making System1’s corporate existence perpetual, and (C) removing certain provisions related to System1’s status as a blank check company.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,256,495 |
3,728,819 | 1,410,857 | N/A |
Proposal No. 6 – Incentive Plan Proposal.
A proposal to approve and adopt the System1 2022 Incentive Award Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,056,722 |
4,927,717 | 411,732 | N/A |
Proposal No. 7 - The Director Election Proposal.
A proposal to approve the election of eight director nominees listed below. As described in the Trebia Organizational Documents, prior to the consummation of Trebia’s initial Business Combination only the holders of Trebia Class B ordinary shares were entitled to vote on the Director Election Proposal.
The final report of the votes with respect to this proposal, which was approved by Trebia shareholders, was as follows:
Class I Nominees.
Dexter Fowler
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 | N/A |
Caroline Horn
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 |
N/A |
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Jennifer Prince
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 | N/A |
Class II Nominees.
Moujan Kazerani
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 | N/A |
Frank R. Martire, Jr.
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 | N/A |
Christopher Phillips
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 |
N/A |
Class III Nominees.
Michael Blend
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 | N/A |
William P. Foley, II
| For |
Withhold |
Broker Non-Votes | ||
| 12,937,500 |
0 |
N/A |
Proposal No. 8 - The Adjournment Proposal.
Because there were sufficient votes to approve each of the above proposals, and it was not otherwise deemed necessary or appropriate to adjourn the Extraordinary General Meeting to a later date, Proposal No. 8 - the proposal to adjourn the Extraordinary General Meeting, if necessary or appropriate, in certain circumstances, was not called to a vote.
Item 7.01. Regulation FD Disclosure.
On January 20, 2022, Trebia issued a press release announcing the results of the Extraordinary General Meeting, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Trebia under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Trebia Acquisition Corp., dated January 20, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 20, 2022
| Trebia Acquisition Corp. | ||
| By: | /s/ Tanmay Kumar | |
| Name: Tanmay Kumar | ||
| Title: Chief Financial Officer | ||
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Exhibit 99.1
|
|
Trebia Acquisition Corp. Shareholders
Approve Business Combination with System1
LOS ANGELES, CA – January 20, 2022 (GLOBE NEWSWIRE) – System1 (together with Protected.net Group, “System1” or the “Company”), an omnichannel customer acquisition marketing platform, and Trebia Acquisition Corp. (“TREB” or “Trebia”) (NYSE: TREB), a special purpose acquisition company formed by entities affiliated with William P. Foley II and Frank Martire Jr, announced today, January 20, 2022, that in a special meeting, Trebia’s shareholders voted to approve its proposed business combination (the “Business Combination”) with System1, among other matters voted upon by Trebia’s shareholders. Approximately 93.57% of the votes cast at the meeting were in favor of the Business Combination with 68.63% of Trebia’s outstanding shares voting.
Pursuant to the Business Combination, as of the closing System1 will combine with Trebia, and Trebia will change its name to “System1, Inc.”. Following the closing, System1’s common stock is expected to trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “SST”.
About System1
System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners.
For more information, visit www.system1.com.
About Trebia Acquisition Corp.
Trebia Acquisition Corp. is a blank check 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 business entities. The company was founded by William P. Foley, II and Frank R. Martire, Jr. on February 11, 2020 and is headquartered in New York, NY.
For more information, visit www.trebiaacqcorp.com.
Important Information and Where to Find It
In connection with the proposed business combination (the “Business Combination”), Trebia filed a registration statement on Form S-4, as amended, which contains a proxy statement/prospectus (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission (“SEC”) and was distributed to holders of Trebia ordinary shares in connection with Trebia’s solicitation of proxies for the
vote by Trebia’s shareholders in connection with the proposed business combination with S1 Holdco, LLC (“S1” and System1’s parent entity) and Protected.net Group Ltd. (“Protected”, and together with its and S1’s respective subsidiaries, collectively “System1”). Trebia also will file other documents regarding the proposed transaction with the SEC related to the proposed business combination. Trebia 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” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. 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.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement (the “Agreement”); (2) the outcome of any legal proceedings that may be instituted against Trebia and/or System1 following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain 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 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.
Contacts:
Investors
Ashley DeSimone
ICR, Inc.
Ashley.desimone@icrinc.com
Brett Milotte
ICR, Inc.
Brett.milotte@icrinc.com
Media
Dan McDermott
ICR, Inc.
Dan.mcdermott@icrinc.com