SEC Comment Letter for System1, Inc. (SST, SSTPW) (CIK 0001805833) (SST) — May 7, 2020
System1, Inc. (SST, SSTPW) (CIK 0001805833)
Date: May 7, 2020 · CIK: 0001805833 · Accession: 0000000000-20-004036
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United States securities and exchange commission logo
May 7, 2020
Tanmay Kumar
Chief Financial Officer
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 6, 2020
CIK No. 0001805833
Dear Mr. Kumar:
We have reviewed your amended draft registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 6, 2020
Principal Shareholders, page 138
1.We note disclosure here and throughout your prospectus that Cannae is not an affiliate of
you or your sponsors; however, you expect that an affiliate of Cannae will have a limited
partnership interest in Trasimene Trebia, L.P. and therefore an indirect beneficial
ownership interest in the company through Trasimene’s founder shares and private
placement warrants. Please elaborate on the current and expected relationships among
Cannae, its affiliate and Trasimene Trebia, L.P., including an analysis of Cannae's interest
in these founder's shares and warrants through its affiliate, and what “portion” of your
founder’s shares and warrants owned by Trasimene Trebia L.P. may be beneficially
owned by Cannae or Cannae’s affiliate.
FirstName LastNameTanmay Kumar
Comapany NameTrebia Acquisition Corp.
May 7, 2020 Page 2
FirstName LastName
Tanmay Kumar
Trebia Acquisition Corp.
May 7, 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