SEC Comment Letter for System1, Inc. (SST, SSTPW) (CIK 0001805833) (SST) — Apr 16, 2020
System1, Inc. (SST, SSTPW) (CIK 0001805833)
Date: April 16, 2020 · CIK: 0001805833 · Accession: 0000000000-20-003310
AI Filing Summary & Sentiment
Letter
April 16, 2020 Tanmay Kumar Chief Financial Officer Trebia Acquisition Corp. 41 Madison Avenue, Suite 2020 New York, NY 10010 Re:Trebia Acquisition Corp. Draft Registration Statement on Form S-1 Submitted March 23, 2020 CIK No. 0001805833 Dear Mr. Kumar: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement submitted March 23, 2020 Management Founders, Officers, Directors and Director Nominees, page 126 1.Please revise to clarify the specific occupations and employment that Messrs. Danola and Kumar were engaged in during the past five years. Refer to Item 401(e) of Regulation S- K. Undertakings, page II-2 2.Please add the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of Regulation S-K. For guidance, refer to Securities Act Rules Compliance and Disclosure Interpretation, Question 229.01.
FirstName LastNameTanmay Kumar Comapany NameTrebia Acquisition Corp. April 16, 2020 Page 2 FirstName LastName Tanmay Kumar Trebia Acquisition Corp. April 16, 2020 Page 2 You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Heather Emmel
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April 16, 2020
Tanmay Kumar
Chief Financial Officer
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted March 23, 2020
CIK No. 0001805833
Dear Mr. Kumar:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted March 23, 2020
Management
Founders, Officers, Directors and Director Nominees, page 126
1.Please revise to clarify the specific occupations and employment that Messrs. Danola and
Kumar were engaged in during the past five years. Refer to Item 401(e) of Regulation S-
K.
Undertakings, page II-2
2.Please add the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of
Regulation S-K. For guidance, refer to Securities Act Rules Compliance and Disclosure
Interpretation, Question 229.01.
FirstName LastNameTanmay Kumar
Comapany NameTrebia Acquisition Corp.
April 16, 2020 Page 2
FirstName LastName
Tanmay Kumar
Trebia Acquisition Corp.
April 16, 2020
Page 2
You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Heather Emmel