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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

AI Filing Summary & Sentiment

Date
May 7, 2020
Author
Not clearly detected
Form
UPLOAD
Company
System1, Inc. (SST, SSTPW) (CIK 0001805833)

Letter

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

Show Raw Text
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