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 Document SYSTEM1, INC. 4235 Redwood Avenue Los Angeles, CA 90066 July 3, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Alexandra Barone Re: System1, Inc. Registration Statement on Form S-3, filed June 27, 2025 File No. 333-288380 Dear Ms. Barone: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, System1, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-288380) (the “ Registration Statement ”). The Company respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on July 8, 2025 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brent T. Epstein at (213) 891-8185. Very truly yours, SYSTEM1, INC. /s/ Tridivesh Kidambi Tridivesh Kidambi Chief Financial Officer cc: Michael Blend, System1, Inc. Daniel Weinrot, System1, Inc. Steven B. Stokdyk, Latham & Watkins LLP Brent T. Epstein, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 3, 2025

Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Los Angeles, CA 90066

 Re: System1, Inc.
 Registration Statement on Form S-3
 Filed June 27, 2025
 File No. 333-288380
Dear Michael Blend:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Brent Epstein, Esq.
</TEXT>
</DOCUMENT>

December 3, 2024
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39331
Dear Michael Blend:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Steven B. Stokdyk, Esq.

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November 7, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street NE

Washington, D.C. 20549

Attn: Tyler Howes

 James Lopez

Re: System1, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2023

 Filed March 15, 2024

 File No. 001-39331

Dear Messrs. Howes and Lopez:

This letter responds to the follow-up letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated November 4, 2024, addressed to Michael Blend, Chief Executive Officer of System1, Inc. (the “Company”), regarding the Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s corresponding response to the letter of the Staff, dated September 20, 2024.

For the convenience of the Staff, we first provide the comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to the Staff’s comment.

1.We note your response to prior comment 1 and amended Form 10-K.  It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

RESPONSE:  The Company acknowledges that, in connection with filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Item 11.  Executive Compensation) concurrently with the response letter to Staff’s correspondence from September 20, 2024, it inadvertently did not include the corresponding interactive data disclosure regarding its recovery analysis in an Interactive Data File, as required in accordance with Rule 4.05 of Regulation S-T and the EDGAR Filer Manual.  The Company hereby confirms to the Staff that it will include such interactive data in any future filings where it conducts a corresponding recovery analysis regarding executive compensation.

Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.

***

Very truly yours,

System1, Inc.

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

cc: Michael Blend, Chief Executive Officer

 Steven B. Stokdyk, Latham & Watkins LLP

4235 Redwood Avenue Marina Del Rey, CA 90066

November 4, 2024
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Response dated September 27, 2024
File No. 001-39331
Dear Michael Blend:
            We have reviewed your September 27, 2024 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 1
1.We note your response to prior comment 1 and amended Form 10-K. It appears that
you have not provided your disclosure about your recovery analysis in an Interactive
Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer
Manual. In future filings where you conduct a recovery analysis, please also include
the interactive data.
            Please contact Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance

November 4, 2024
Page 2
Office of Finance
cc:Steven B. Stokdyk, Esq.

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September 27, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street NE

Washington, D.C. 20549

Attn:      Tyler Howes

              James Lopez

Re:         System1, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed March 15, 2024

File No. 001-39331

Dear Messrs. Howes and Lopez:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated September 20, 2024, addressed to Michael Blend, Chief Executive Officer of System1, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

For the convenience of the Staff, we first provide each comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to the Staff’s comment.

1.We note you have checked the box stating that your filing contains error corrections to previously issued financial statements that required a recovery analysis of incentive-based compensation received by your executive officers. However, we do not note any disclosure related to your recovery analysis. Please provide the information required by Item 402(w) of Regulation S-K.

RESPONSE:  The Company acknowledges that it inadvertently did not provide the required disclosure related to the recovery analysis and any conclusions resulting therefrom. The Company conducted a recovery analysis of incentive-based compensation received by some of our executive officers during the fiscal year ended December 31, 2023, to ascertain whether any adjustments were required as a result of error corrections to our financial results during that year. The recovery analysis concluded that no adjustments to executive compensation were required, given that error corrections did not impact any of the measures by which we compensate our executives.  The Company is concurrently filing an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 on Form 10-K/A to include the previously omitted disclosure related to such recovery analysis required to be included in Item 11 thereto.

Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.

***

Very truly yours,

System1, Inc.

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

cc:          Michael Blend, Chief Executive Officer

Steven B. Stokdyk, Latham & Watkins LLP

September 20, 2024
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39331
Dear Michael Blend:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 139
1.We note you have checked the box stating that your filing contains error corrections to
previously issued financial statements that required a recovery analysis of incentive-based
compensation received by your executive officers. However, we do not note any
disclosure related to your recovery analysis. Please provide the information required by
Item 402(w) of Regulation S-K.

            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Please contact Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with any
questions.

September 20, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Steven B. Stokdyk, Esq.

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10250 Constellation Blvd., Suite 1100

Los Angeles, California  90067

Tel: +1.424.653.5500  Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin    Milan

Beijing    Munich

Boston    New York

Brussels    Orange County

Century City    Paris

Chicago    Riyadh

Dubai    San Diego

Düsseldorf    San Francisco

Frankfurt    Seoul

Hamburg    Silicon Valley

Hong Kong    Singapore

Houston    Tel Aviv

London    Tokyo

Los Angeles    Washington, D.C.

Madrid

April 9, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Marion Graham

    Jeff Kauten

    Division of Corporation Finance

    Office of Technology

Re:     System1, Inc.

    Post-Effective Amendment No. 1 to Registration Statement on Form S-1

    Filed March 29, 2024

    File No. 333-262608

Ladies and Gentlemen:

On behalf of our client, System1, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated April 5, 2024 (the “Comment Letter”) with respect to the Post-Effective Amendment No. 1 to Form S-1 filed with the Commission by the Company on March 29, 2024 (the “Registration Statement”).

For your convenience, we have the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

General

Your registration statement was initially declared effective April 18, 2022 with audited financial statements through the fiscal year ended December 31, 2021. Please advise as to whether any sales have been made after May 1, 2023 under this registration statement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is not aware of any sales having been made after May 1, 2023 under or pursuant to the Registration Statement.

April 9, 2024

Page 2

    We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (213) 891-7421.

Very truly yours,

/s/ Steven B. Stokdyk

Steven B. Stokdyk

of LATHAM & WATKINS LLP

cc:    Michael Blend, System1, Inc.

    Tridivesh Kidambi, System1, Inc.

    Daniel Weinrot, System1, Inc.

United States securities and exchange commission logo
April 5, 2024
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2024
File No. 333-262608
Dear Michael Blend:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed March 29, 2023
General
1.Your registration statement was initially declared effective April 18, 2022 with audited
financial statements through the fiscal year ended December 31, 2021. Please advise as to
whether any sales have been made after May 1, 2023 under this registration statement.

 FirstName LastNameMichael Blend
 Comapany NameSystem1, Inc.
 April 5, 2024 Page 2
 FirstName LastName
Michael Blend
System1, Inc.
April 5, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steven Stokdyk

United States securities and exchange commission logo
January 31, 2023
Tridivesh Kidambi
Chief Financial Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-39331
Dear Tridivesh Kidambi:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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December 16, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn:      Ryan Rohn, Senior Staff Accountant

Re:         System1, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 31, 2022

Form 8-K dated May 12, 2022

Response dated August 23, 2022

Response dated September 23, 2022

File No. 001-39331

Dear Mr. Rohn:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated December 2, 2022, addressed to Tridivesh Kidambi, Chief Financial Officer of System1, Inc. (the “Company”), regarding the Company’s Current Report on Form 8-K dated May 12, 2022.

For the convenience of the Staff, we first provide the comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s response to the Staff’s comment.

1.We have reviewed your response to prior comment 3. We continue to believe that the adjustment to add back "One-time Ad Credit Impact" to arrive at Adjusted Gross Profit is inconsistent with the guidance in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, as issuing ad credits appears to be part of your ordinary course of business. Please revise your presentation accordingly.

RESPONSE: In response to the Staff’s comment, the Company acknowledges the Staff’s continued reference to Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, as further updated on December 13, 2022.

The Company respectfully seeks to clarify its previous response to the Staff’s comment with respect to its treatment of the “One-time Ad Credit” (the “Adjustment”) within its Non-GAAP financial measures presentation. The Adjustment is for the amount of the Company’s traffic acquisition costs (i.e. an expense) which have not yet been recovered or refunded by the third-party traffic source, and therefore the Adjustment reflected in Adjusted Gross Profit and Adjusted EBITDA is not related to the revenue impact of any ad credits applied by the Company’s Revenue Partners to advertising revenue.

The Company agrees with the Staff that ad credits applied by the Company’s Revenue Partners are typical in the ordinary course of the Company’s advertising business. Typically, when an ad credit is applied by the Company’s Revenue Partners for traffic which the Revenue Partner has determined to be fraudulent/invalid, the Company in turn receives a corresponding refund of the costs expended by the Company to acquire such fraudulent/invalid traffic from its traffic acquisition partners during the same period. For the Adjustment in question, it is different and unique in that the Company only received a partial refund from its traffic acquisition partner in the relevant period, and the Company continues to actively seek recovery of the remaining unrefunded balance. The unusual nature of only receiving a partial refund of the expended

4235 Redwood Avenue Marina Del Rey, CA 90066

amount is not typical within the Company’s operating cycle of transactions that the Company has with its traffic acquisition partners, and is the first (and only) occurrence of such a situation that the Company has experienced to date with respect to ad credits. If the Company recovers the remaining balance in the future, it will also provide that adjustment in the relevant period.

The Company believes that its Adjusted Gross Profit and Adjusted EBITDA metrics, after giving effect to the Adjustment, are not misleading and provide a clearer picture to the Company’s investors with respect to how to the Company’s management views its financial performance, specifically with respect to margins, and makes subsequent operating and strategic decisions.

The Company respectfully advises the Staff that the Company will change how it refers to this line item in its Adjusted Gross Profit and Adjusted EBITDA reconciliations to “Unrecovered Traffic Acquisition Costs Related to Fraudulent/Invalid Traffic” in future earnings releases.

Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.

Very truly yours,

System1, Inc.

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

cc: Stephen Krikorian, Accounting Branch Chief - Securities and Exchange Commission

 Steven B. Stokdyk, Latham & Watkins LLP

4235 Redwood Avenue Marina Del Rey, CA 90066

United States securities and exchange commission logo
December 2, 2022
Tridivesh Kidambi
Chief Financial Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 8-K dated May 12, 2022
Response dated September 23, 2022
File No. 001-39331
Dear Tridivesh Kidambi:
            We have reviewed your September 23, 2022 response to our comment letter and have the
following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 14, 2022 letter.
Correspondence dated September 23, 2022
General
1.We have reviewed your response to prior comment 3. We continue to believe that the
adjustment to add back "One-time Ad Credit Impact" to arrive at Adjusted Gross Profit is
inconsistent with the guidance in Question 100.01 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures, as issuing ad credits appears to be part
of your ordinary course of business. Please revise your presentation accordingly.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding

 FirstName LastNameTridivesh Kidambi
 Comapany NameSystem1, Inc.
 December 2, 2022 Page 2
 FirstName LastName
Tridivesh Kidambi
System1, Inc.
December 2, 2022
Page 2
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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September 23, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn:      Ryan Rohn, Senior Staff Accountant

Re:         System1, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 31, 2022

Form 8-K dated May 12, 2022

Response dated August 23, 2022

File No. 001-39331

Dear Mr. Rohn:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated September 14, 2022, to Tridivesh Kidambi, Chief Financial Officer of System1, Inc. (the “Company”), regarding the Company’s Form 8-K dated May 12, 2022 (the “Form 8-K”).

For the convenience of the Staff, we first provide each comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to each of the Staff’s comments.

1.We have reviewed your response to prior comment 2. We note you revised the label to Adjusted Gross Profit. However, that non-GAAP measure should be reconciled to the most directly comparable GAAP measure (i.e., Gross Profit in accordance with GAAP). That is, please revise to include GAAP Gross Profit or remove Adjusted Gross Profit.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that in future earnings releases the Company will reconcile Adjusted Gross Profit to GAAP Gross Profit.

2.We note your measures, Combined Revenue and Adjusted Gross Profit, include Unaudited Protected.net Revenue and Unaudited Protected.net Cost of Revenue, respectively, for the three months ended June 30, 2021. If you intend to include Protected.net revenue and cost of revenue, such amounts must be prepared in accordance with Article 11. That is, all adjustments related to the acquisition must be included in the pro forma amounts.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that in future earnings releases the Company will no longer present such combined financial results, which include the unaudited results of Protected.net, for periods prior to its acquisition.

3.Your Adjusted Gross Profit reconciliation includes the line item, One-time Ad Credit Impact. Please explain the nature of this reconciling item. Further, tell us how you considered Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

RESPONSE: In response to the Staff’s comment, the Company acknowledges the Staff’s referral to Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations (“C&DIs”), as well as Rule 100(b) of Regulation G to which Question 100.01 relates. The Company respectfully advises the Staff that the Company has considered the foregoing guidance, and will change how it refers to this line item in its Adjusted Gross Profit and Adjusted EBITDA reconciliations to “Q2 2022 Invalid Partner Traffic Ad Credit” (the “Ad Credit”) in future earnings releases.

4235 Redwood Avenue Marina Del Rey, CA 90066

The Ad Credit relates to an ad credit issued by one of the Company’s revenue partners in Q2 2022 to the revenue partner’s advertisers in connection with certain fraudulent traffic that originated from one of the Company’s traffic acquisition partners. While the Company’s revenue partners do issue ad credits related to fraudulent traffic from time to time in the ordinary course of business, typically the Company is able to recover the actual cost associated with the applicable ad credit from the traffic acquisition partner from which the fraudulent traffic originated. In the case of the Ad Credit, the Company remains in a dispute with the traffic acquisition partner which the Company believes was the source of the fraudulent traffic as to the refund amount due, and expects to recover such amount in the future. The combination of the magnitude of the Ad Credit impact, as well as the specific case of non-reimbursement by its traffic acquisition partner, is why the Company is confident that it will not see an ad credit of similar materiality or impact on operating results across reporting periods due to the highly variable nature of such ad credits related to the Company’s advertising business.

Furthermore, the Company also uses Adjusted Gross Profit and Adjusted EBITDA internally to understand, manage and evaluate its business and to make operating and capital allocation decisions. Because these non-GAAP financial measures are important internal measurements for the Company’s management, the Company believes they are also useful to the Company’s investors, since they allow for greater transparency with respect to key financial metrics that the Company’s management use in assessing the Company’s operating performance as well as to make operating decisions.

For the foregoing reasons, the Company respectfully advises the Staff that it believes that excluding the Ad Credit from its non-GAAP financial measures is appropriate. Further, the Company respectfully advises the Staff that it will continue to regularly review the appropriateness of its non-GAAP financial measures and related adjustments to ensure that such financial measures do not exclude normal, recurring, cash operating expenses necessary to operate its business.

Should the Staff have additional questions or comments regarding the foregoing letter, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.

Very truly yours,

System1, Inc.

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

cc:    Stephen Krikorian, Accounting Branch Chief - Securities and Exchange Commission

Steven B. Stokdyk, Latham & Watkins LLP

4235 Redwood Avenue Marina Del Rey, CA 90066

United States securities and exchange commission logo
September 14, 2022
Tridivesh Kidambi
Chief Financial Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 8-K dated May 12, 2022
Response dated August 23, 2022
File No. 001-39331
Dear Mr. Kidambi:
            We have reviewed your August 23, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 11, 2022 letter.
Correspondence dated August 23, 2022
Second Quarter 2022 Financial Highlights
1.We have reviewed your response to prior comment 2. We note you revised the label to
Adjusted Gross Profit. However, that non-GAAP measure should be reconciled to the
most directly comparable GAAP measure (i.e., Gross Profit in accordance with GAAP).
That is, please revise to include GAAP Gross Profit or remove Adjusted Gross Profit.
2.We note your measures, Combined Revenue and Adjusted Gross Profit,
include Unaudited Protected.net Revenue and Unaudited Protected.net Cost of Revenue,
respectively, for the three months ended June 30, 2021. If you intend to include

 FirstName LastNameTridivesh Kidambi
 Comapany NameSystem1, Inc.
 September 14, 2022 Page 2
 FirstName LastName
Tridivesh Kidambi
System1, Inc.
September 14, 2022
Page 2
Protected.net revenue and cost of revenue, such amounts must be prepared in accordance
with Article 11.  That is, all adjustments related to the acquisition must be included in the
pro forma amounts.
3.Your Adjusted Gross Profit reconciliation includes the line item, One-time Ad Credit
Impact. Please explain the nature of this reconciling item. Further, tell us how you
considered Question 100.01 of the Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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August 23, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attn:      Ryan Rohn, Senior Staff Accountant

Re:         System1, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 31, 2022

Form 8-K dated May 12, 2022

File No. 001-39331

Dear Mr. Rohn:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated August 11, 2022, and addressed to Tridivesh Kidambi, Chief Financial Officer of System1, Inc. (the “Company”) regarding the Company’s Form 8-K dated May 12, 2022 (the “Form 8-K”). This response letter is being submitted together with a revised draft of the Company’s most recent earnings release dated August 11, 2022 (both in clean and tracked-changes formats, as Annex A-1 and Annex A-2, respectively), which has been revised by the Company to reflect proposed changes that the Company intends to implement in its reporting disclosure in future earnings releases and that are responsive to the Staff’s comments.

For the convenience of the Staff, we first provide each comment received from the Staff, which has been reproduced in full from the Staff’s letter, provided in bold, italics, and followed by the Company’s corresponding response to each of the Staff’s comments.

1.We note you currently combine columns to reconcile net income (loss) to Pro Forma Adjusted EBITDA. This does not appear to meet the requirements of Article 11 of Regulation S-X. Please revise this presentation within the guidance in Article 11 of Regulation S-X. In addition, reconcile your pro forma results prepared in accordance with Article 11 to your non-GAAP pro forma results. Refer to Question 101.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and, accordingly, intends to revise the Adjusted EBITDA reconciliation tables in future earnings releases set forth on pages 7 and 8 of the proposed earnings release attached hereto as Annex A-1. We have also updated references to “Pro Forma Adjusted EBITDA” previously included in the referenced Form 8-K to “Adjusted EBITDA” in the proposed earnings release attached hereto as Annex A-1 and correspondingly updated the definition of Adjusted EBITDA included on page 2.

4235 Redwood Avenue Marina Del Rey, CA 90066

2.We note you currently reconcile both historical and pro forma Revenue to a Gross Profit measure, that excludes depreciation and amortization. As such, this appears to be a non-GAAP measure as it excludes depreciation and amortization. Please revise your presentation to label this reconciliation as non-GAAP and reconcile it to GAAP gross profit.

RESPONSE: The Company respectfully acknowledges the Staff’s comment. The Company does not report GAAP gross profit and, as a result, has reconciled (and intends to continue to reconcile) its non-GAAP gross profit metric (i.e. “Adjusted gross profit”) to Revenue, the nearest directly comparable GAAP metric in future earnings releases. Please see the updated reconciliation tables on page 9 of the proposed earnings release attached as Annex A-1 in which the Company shows the proposed reconciliation of Adjusted gross profit to Revenue. The Company has also updated the definition of Adjusted Gross Profit included on page 2, and has updated all previous references to Pro Forma revenue to “Combined Revenue” throughout the earnings release.

Should the Staff have additional questions or comments regarding the foregoing letter or the proposed earnings release attached, please do not hesitate to contact me at (909) 720-6902 or via email at tridi@system1.com.

Very truly yours,

System1, Inc.

/s/ Tridivesh Kidambi

Tridivesh Kidambi

Chief Financial Officer

cc:      Stephen Krikorian, Account Branch Chief - Securities and Exchange Commission

Steven B. Stokdyk, Latham & Watkins LLP

4235 Redwood Avenue Marina Del Rey, CA 90066

Annex A-1

System1 Announces Second Quarter 2022 Financial Results

•Revenue Grew 30% Year-Over-Year to $220 Million

•Combined Revenue Grew 7% Year-Over-Year

•Adjusted Gross Profit Grew 31% Year-Over-Year to $74 Million

•Net Loss of $34 million

•Adjusted EBITDA increased 20% to $41 million compared to $34 Million in the prior year

•Company Announces $25 million Stock and Warrant Repurchase Program

•Company Updates Full-Year 2022 Guidance: $900 Million to $930 Million of Combined Revenue, $285 Million to $295 Million of Adjusted Gross Profit and $155 Million to $165 Million of Adjusted EBITDA

LOS ANGELES, CA – August 11, 2022 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the second quarter of 2022.

“System1 made considerable progress in Q2 on our key operating priorities that will enable us to triple our scale over the next few years. We launched new subscription products, began rolling out our next-generation RAMP technology, and integrated our latest acquisitions,” commented Michael Blend, Co-Founder & Chief Executive Officer. “Despite macro headwinds in the advertising environment, we are forecasting substantial growth and increasing cashflow. We are continuing to invest in our platform and remain focused on the opportunities that will drive our long-term growth. Further, our newly authorized stock and warrant repurchase program demonstrates our confidence in our long-term prospects and the underlying fundamentals of our business.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We are pleased with our second quarter financial and operating results, as we delivered growth in revenue, adjusted gross profit and adjusted EBITDA. Similar to our peers, we are seeing softness in the advertising marketplace, which has impacted our full year outlook. We remain confident in both the power and efficiency of RAMP and our business model, and we expect the slowdown in growth to be temporary.”

Explanatory Note of Year-Over-Year Comparisons

For financial reporting purposes, S1 Holdco has been determined to be the accounting predecessor and therefore its financial results are presented for all periods prior to the Business Combination with Trebia. In order to present comparable financial information, year-over-year comparisons of financial results against the second quarter of 2021 combine the unaudited financial results of Protected with the unaudited financial results of S1 Holdco for the second quarter of 2021. The Company believes it is important to provide these combined financial results for investors and other stakeholders to properly evaluate its performance in 2022 relative to comparable information provided in prior periods. Please refer to the tables at the end of this release for a reconciliation of the combined financial results as presented herein to the individual financial results of S1 Holdco, Protected and System1, respectively, for the respective successor and predecessor periods.

1

Second Quarter 2022 Financial Highlights

•Revenue increased 30% year-over-year to $220 million compared to $170 million in the prior year.

•Combined Revenue increased 7% year-over-year.

•Adjusted Gross Profit increased 31% year-over-year to $74 million compared to $56 million in the prior year.

•Net loss of $34 million, compared to $12 million of net income in the prior year.

•Adjusted EBITDA increased 20% year-over-year to $41 million compared to $34 million in the prior year.

•Adjusted Gross Profit and Adjusted EBITDA excludes $6 million negative impact to gross profit in the second quarter of 2022 caused by a traffic partner advertising network inadvertently sending fraudulent traffic to the Company.

Full-Year 2022 Guidance

•The Company is updating its full year outlook to reflect current economic conditions. The Company expects for the full year 2022:

◦Combined Revenue between $900 million and $930 million

◦Adjusted Gross Profit between $285 million and $295 million

◦Adjusted EBITDA between $155 million and $165 million.

◦2022 guidance for Combined Revenue, Adjusted Gross Profit, and Adjusted EBITDA includes Protected unaudited financial results prior to Protected’s acquisition by S1 Holdco on January 27, 2022.

Second Quarter 2022 Business Highlights

•On May 4, 2022, the Company completed the acquisition of Answers.com, one of the largest destinations for higher education and lifelong learning content, to add to its portfolio of Owned & Operated publishing sites and search destinations. This is the Company’s fourth acquisition year to date in 2022.

•In July 2022, the Company renewed its strategic advertising agreement with Microsoft Bing for an additional 3 years on substantially similar terms to our prior agreement.

•In August 2022, the Company’s Board of Directors authorized a $25 million stock and warrant repurchase program covering System1’s Class A common stock and public warrants.

2

About System1, Inc.

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.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements “ within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results or “guidance” for fiscal year 2022. Forward-looking statements include, but are not limited

to, statements regarding System1 or its 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.

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. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the “Risk Factors” and other information included in our registration statements on Form S-4 (including the related proxy statement/prospectus) with respect to the Business Combination with Trebia Acquisition Corp. and on Form S-1, each filed with the Securities and Exchange Commission (the “SEC ”), as well as System1’s Form 10-K, Form 8-K and other reports filed with the SEC from time to time. Please refer to the SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance following completion of the Business Combination.

Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to grow and manage growth profitably, and retain its key employees; (2) our ability to acquire businesses on acceptable terms and to successfully integrate and recognize anticipated synergies from acquired businesses; (3) use of cash and other available liquidity to grow and invest in our businesses; (4) continued growth of our digital media and subscription offerings; (5) international growth; (6) our ability to develop or introduce new products, services, features and technologies; (7) our liquidity and our ability to repay or refinance our outstanding indebtedness; (8) technology, platform and infrastructure systems capacity, coverage, reliability and security; (9) changes in or recent developments related to applicable laws or regulations (including those concerning data security, consumer privacy and/or information sharing); (10) the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and (11) the impact of Covid-19 and other political or societal developments. The foregoing list of factors is not exclusive.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this press release. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this press release, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

3

Non-GAAP Measures: Combined Revenue, Adjusted Gross Profit and Adjusted EBITDA

Combined Revenue, Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures and represent key metrics used by System1’s management and board of directors to measure the operational strength and performance of its business, to establish budgets, and to develop operational goals for managing its business. Combined Revenue is defined as Revenue plus Protected.net Revenue for any periods prior to S1 Holdco’s acquisition of Protected. Adjusted Gross Profit is defined as revenue less cost of revenues (exclusive of depreciation and amortization) plus certain discrete items impacting a particular segment’s results in a particular period plus the Adjusted Gross Profit of Protected.net for any periods prior to S1 Holdco’s acquisition of Protected. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, stock-based compensation expenses, deferred compensation, management fees, minority interest expense, restructuring charges, impairment and certain discrete items impacting a particular segment’s results in a particular period plus the Adjusted EBITDA of Protected.net for any periods prior to S1 Holdco’s acquisition of Protected.

System1 believes Combined Revenue, Adjusted Gross Profit and Adjusted EBITDA are relevant and useful metrics for investors because it allows investors to view performance in a manner similar to the method used by management. There are limitations on the use of Combined Revenue, Adjusted Gross Profit and Adjusted EBITDA and it may not be comparable to similarly titled measures of other companies. Other companies, including companies in System1’s industry, may calculate non-GAAP financial measures differently than System1 does, limiting the usefulness of those measures for comparative purposes.

Combined Revenue and Adjusted Gross Profit should not be considered a substitute for revenue. Adjusted EBITDA should not be considered a substitute for income (loss)

United States securities and exchange commission logo
August 11, 2022
Tridivesh Kidambi
Chief Financial Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 8-K dated May 12, 2022
File No. 001-39331
Dear Mr. Kidambi:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K dated May 12, 2022
Exhibit 99.1
1.We note you currently combine columns to reconcile net income (loss) to Pro Forma
Adjusted EBITDA. This does not appear to meet the requirements of Article 11 of
Regulation S-X. Please revise this presentation within the guidance in Article 11 of
Regulation S-X. In addition, reconcile your pro forma results prepared in accordance with
Article 11 to your non-GAAP pro forma results. Refer to Question 101.05 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
2.We note you currently reconcile both historical and pro forma Revenue to a Gross Profit
measure, that excludes depreciation and amortization. As such, this appears to be a non-
GAAP measure as it excludes depreciation and amortization. Please revise your
presentation to label this reconciliation as non-GAAP and reconcile it to GAAP gross

 FirstName LastNameTridivesh Kidambi
 Comapany NameSystem1, Inc.
 August 11, 2022 Page 2
 FirstName LastName
Tridivesh Kidambi
System1, Inc.
August 11, 2022
Page 2
profit.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 April 15, 2022

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 System1, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Originally Filed April 13, 2022

Registration No. 333-262608

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
Monday, April 18, 2022, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as System1, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Steven
Stokdyk of Latham & Watkins LLP, counsel to the Company, at (213) 891-7421, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely yours,

System1, Inc.

By:

 /s/ Daniel Weinrot

Daniel Weinrot

General Counsel

cc:
 Michael Blend, Chief Executive Officer, System1, Inc.

Tridivesh Kidambi, Chief Financial Officer, System1, Inc.

Steven Stokdyk, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

 VIA EDGAR

 April 13, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:Larry Spirgel

Mitchell Austin

 Division
of Corporation Finance

 Office of Technology

FIRM / AFFILIATE OFFICES

Austin

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Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

Re:
 System1, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed April 8, 2022

File No. 333-262608

Ladies and Gentlemen:

 On behalf of our client,
System1, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated April 12, 2022 (the “Comment Letter”) with respect to Amendment No. 2 to the Registration Statement on Form
S-1 filed with the Commission by the Company on April 8, 2022. In response to the Comment Letter the Company is filing Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”) through EDGAR.

 For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 Amendment No. 2 to Registration Statement on Form S-1 Filed
April 8, 2022

 Cover Page

1.
 We note your added disclosure in response to prior comment 3. Further revise to make clear the percentage of
publicly held shares that were redeemed at the time of the SPAC merger and the resulting percentage of the total outstanding that the shares being registered for resale represent.

Response: In response to the Staff’s comment, the Company has revised the cover and pages 39 and 81 of the Registration Statement.

 *    *    *    *

 April 13, 2022

Page 2

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or
Steven.Stokdyk@lw.com.

Very truly yours,

 /s/ Steven B. Stokdyk

Steven B. Stokdyk

 cc:    Michael Blend, Chief Executive Officer, System1, Inc.

Tridivesh Kidambi, Chief Financial Officer, System1, Inc.

United States securities and exchange commission logo
April 12, 2022
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 8, 2022
File No. 333-262608
Dear Mr. Blend:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Our reference to a
prior comment is to a comment in our April 6, 2022 letter.
Amendment No. 2 to Form S-1 filed April 8, 2022
Cover Page
1.We note your added disclosure in response to prior comment 3.  Further revise to make
clear the percentage of publicly held shares that were redeemed at the time of the SPAC
merger and the resulting percentage of the total outstanding that the shares being
registered for resale represent.

 FirstName LastNameMichael Blend
 Comapany NameSystem1, Inc.
 April 12, 2022 Page 2
 FirstName LastName
Michael Blend
System1, Inc.
April 12, 2022
Page 2
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steven B. Stokdyk, Esq.

CORRESP
1
filename1.htm

CORRESP

 10250 Constellation Blvd., Suite 1100

 Los Angeles, California 90067

 Tel: +1.424.653.5500 Fax: +1.424.653.5501

 www.lw.com

 VIA
EDGAR

 April 8, 2022

 Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

Attn:
 Larry Spirgel

 Mitchell Austin

 Division of Corporation Finance

 Office of Technology

Re:
 System1, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed April 1, 2022

 File No. 333-262608

 Ladies and Gentlemen:

 On behalf of our
client, System1, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated April 6, 2022 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement on Form
S-1 filed with the Commission by the Company on April 1, 2022. In response to the Comment Letter the Company is filing Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”) through EDGAR.

 For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement.

 Amendment No. 1 to Registration Statement on Form S-1 Filed
April 1, 2022

 Cover Page

1.
 For each of the securities being registered for resale, please revise the cover page to disclose the price
that the selling securityholders paid for such securities or warrants overlying such securities.

 Response: In
response to the Staff’s comment, the Company has revised the cover of the Registration Statement.

 April 8, 2022

Page
2

2.
 Please revise the cover page to disclose the exercise price(s) of the warrants compared to the market price
of the underlying security. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.

 Response: In response to the Staff’s
comment, the Company has revised the cover, and pages 4, 40, 49, and 80 of the Registration Statement.

3.
 We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that all of the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock. Please revise the cover page to highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of
the Class A common stock.

 Response: In response to the Staff’s comment, the Company has revised the
cover, and pages 39 and 81 of the Registration Statement.

 Risk Factors, page 5

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Additionally, revise the risk factor on page 39 that notes that future sales of your securities could cause the market price of your Class A common stock and warrants to drop significantly.
In this regard, this disclosure should be updated given that this prospectus is facilitating those sales.

Response: In response to the Staff’s comment, the Company has revised pages 39 and 40 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 70

5.
 Please revise your MD&A overview to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Cannae Holdings, LLC, Christopher Phillips, Stanley Blend, Lone Star
Friends Trust and Trasimene Trebia, LP, collectively beneficial owners of over 97% your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for
use.

 Response: In response to the Staff’s comment, the Company has revised page 81 of the
Registration Statement. Additionally, the Company supplementally advises the Staff that the entities and individuals referenced in the Staff’s comment collectively own approximately 56% of the total outstanding shares of the Company, which
ownership is detailed further in the Principal Stockholders section beginning on page 133 of the Registration Statement. In response to the Staff’s comment, the Company disclosed the collective beneficial ownership of the top four holders
per the Principal Stockholders section.

 April 8, 2022

Page
3

 General

6.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose
that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the
purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment, the Company has revised the cover, and pages 39 and 81 of the Registration Statement.

 *    *    *    *

 April 8, 2022

Page
4

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or
Steven.Stokdyk@lw.com.

Very truly yours,

 /s/ Steven B. Stokdyk

Steven B. Stokdyk

cc:
 Michael Blend, Chief Executive Officer, System1, Inc.

Tridivesh Kidambi, Chief Financial Officer, System1, Inc.

United States securities and exchange commission logo
April 6, 2022
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 1, 2022
File No. 333-262608
Dear Mr. Blend:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed April 1, 2022
Cover Page
1.For each of the securities being registered for resale, please revise the cover page to
disclose the price that the selling securityholders paid for such securities or warrants
overlying such securities.
2.Please revise the cover page to disclose the exercise price(s) of the warrants compared to
the market price of the underlying security.  If the warrants are out the money, please
disclose the likelihood that warrant holders will not exercise their warrants.  Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price.  As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a

 FirstName LastNameMichael Blend
 Comapany NameSystem1, Inc.
 April 6, 2022 Page 2
 FirstName LastNameMichael Blend
System1, Inc.
April 6, 2022
Page 2
prospective basis with your current cash on hand.
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  We also note that all of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A common stock.  Please revise
the cover page to highlight the significant negative impact sales of shares on this
registration statement could have on the public trading price of the Class A common
stock.

Risk Factors, page 5
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Additionally, revise the risk factor on page 39 that
notes that future sales of your securities could cause the market price of your Class A
common stock and warrants to drop significantly.  In this regard, this disclosure should be
updated given that this prospectus is facilitating those sales.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
70
5.Please revise your MD&A overview to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should
highlight the fact that Cannae Holdings, LLC, Christopher Phillips, Stanley Blend, Lone
Star Friends Trust and Trasimene Trebia, LP, collectively beneficial owners of over 97%
your outstanding shares, will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that
while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price.  Please also disclose the potential profit the selling securityholders will earn
based on the current trading price.  Lastly, please include appropriate risk factor

 FirstName LastNameMichael Blend
 Comapany NameSystem1, Inc.
 April 6, 2022 Page 3
 FirstName LastName
Michael Blend
System1, Inc.
April 6, 2022
Page 3
disclosure.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steven B. Stokdyk, Esq.

United States securities and exchange commission logo
February 16, 2022
Michael Blend
Chief Executive Officer
System1, Inc.
4235 Redwood Avenue
Marina Del Rey, CA 90066
Re:System1, Inc.
Registration Statement on Form S-1
Filed February 9, 2022
File No. 333-262608
Dear Mr. Blend:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steven B. Stokdyk, Esq.

CORRESP
1
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CORRESP

 Trebia Acquisition Corp.

41 Madison Avenue, Suite 2020

 New
York, NY 10010

 (646) 450-91587

December 20, 2021

 VIA EDGAR TRANSMISSION

 Jeff Kauten

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Technology

 100 F Street NE

 Washington, D.C. 20549

Re:
 Trebia Acquisition Corp.

Registration Statement on Form S-4

File No. 333-260714

Request for Acceleration

Dear Mr. Kauten:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Trebia Acquisition Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-260714) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on November 3, 2021, as
amended by Amendment No. 1 filed on December 1, 2021, and Amendment No. 2 filed on December 16, 2021 thereto (the “Registration Statement”), be accelerated by the Commission to 4:00 p.m., Eastern time, today,
December 20, 2021, or as soon as reasonably practicable thereafter.

 The Registrant hereby acknowledges the following:

1. should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. the Registrant may not assert the comments of the Staff and the declaration of effectiveness of the Registration Statement as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

If you have any questions or comments concerning this letter, or if you require any additional information, please contact Eoghan Keenan of
Weil, Gotshal & Manges LLP at (212) 310-8268 or by e-mail at eoghan.keenan@weil.com. We also respectfully request that you notify Mr. Keenan by telephone
when this request for acceleration has been granted.

 [Remainder of Page Intentionally Left Blank]

Very truly yours,

Trebia Acquisition Corp.

By:

 /s/ Tanmay Kumar

Name: Tanmay Kumar

Title: Chief Financial Officer

cc:
 Securities and Exchange Commission

Ryan Rohn, Senior Staff Accountant

Stephen Kirkorian, Accounting Branch Chief

Austin Pattan, Law Clerk

Trebia Acquisition Corp.

 Paul
Danola, President

 Weil, Gotshal & Manges LLP

Michael J. Aiello

 Eoghan P.
Keenan

 Latham & Watkins LLP

Steven Stokdyk

CORRESP
1
filename1.htm

CORRESP

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

December 16, 2021

 VIA EDGAR TRANSMISSION

Jeff Kauten

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

100 F Street NE

 Washington, D.C. 20549

Re:
 Trebia Acquisition Corp.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed December 1, 2021

 File No. 333-260714

Dear Mr. Kauten:

 On behalf of our client,
Trebia Acquisition Corp. (“Trebia” or the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”), dated December 15, 2021, with regard to the amended registration statement on Form S-4 (File No. 333-260714) filed by the Company on
December 1, 2021 (together with the exhibits thereto, the “Registration Statement”). In addition, the Company is filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”) concurrently with this
response letter, which includes revisions made to the Registration Statement in response to the Staff’s Comment Letter as well as additional changes required to update the disclosures contained in the Registration Statement.

For ease of reference, each of the Staff’s comments contained in the Comment Letter is reproduced below in bold and is followed by
the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment No. 2. Terms used and not defined herein have the meanings given to such terms in Amendment
No. 2.

 Amendment No. 1 to Registration Statement on Form S-4

Non-GAAP Financial Measures, page 204

1. Comment: We note you revised your non-GAAP financial measure to include Pro-Forma Adjusted EBITDA in response to prior comment 4. Please note that the presentation and format of this measure does not comply with Article 11 of Regulation S-X.
Please revise to remove this measure and the acquisition related adjustments.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on pages 204, 205 and 206 of Amendment No. 2.

 Securities and Exchange Commission

 December 16,
2021

 Page 2

 Comparison of the Years Ended December 31, 2020, 2019, and 2018

Revenue, page 255

 2. Comment: We note
your expanded disclosure on page 255 quantifies amounts on a pro-forma basis that includes the pre-acquisition period. Please revise your disclosure to present amounts
based on your historical GAAP amounts only. The inclusion of pro-forma basis revenue only is not consistent with Article 11 of Regulation S-X.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 255 and 256 of Amendment No. 2.

[Remainder of Page Intentionally Left Blank]

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

 Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8268 or by e-mail at eoghan.keenan@weil.com.

Sincerely yours,

/s/ Eoghan P. Keenan

cc:
 Securities and Exchange Commission

Ryan Rohn, Senior Staff Accountant

Stephen Kirkorian, Accounting Branch Chief

Austin Pattan, Law Clerk

Trebia Acquisition Corp.

Tanmay Kumar, Chief Financial Officer

Paul Danola, President

 Weil,
Gotshal & Manges LLP

 Michael J. Aiello

Latham & Watkins LLP

Steven Stokdyk

United States securities and exchange commission logo
December 15, 2021
Paul Danola
President
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 1, 2021
File No. 333-260714
Dear Mr. Danola:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 19, 2021, letter.
Amendment No. 1 to Registration Statement on Form S-4
Non-GAAP Financial Measures, page 204
1.We note you revised your non-GAAP financial measure to include Pro-Forma Adjusted
EBITDA in response to prior comment 4.  Please note that the presentation and format of
this measure does not comply with Article 11 of Regulation S-X.  Please revise to remove
this measure and the acquisition related adjustments.
Comparison of the Years Ended December 31, 2020, 2019, and 2018
Revenue, page 255
2.We note your expanded disclosure on page 255 quantifies amounts on a pro-forma basis
that includes the pre-acquisition period. Please revise your disclosure to present amounts

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 December 15, 2021 Page 2
 FirstName LastName
Paul Danola
Trebia Acquisition Corp.
December 15, 2021
Page 2
based on your historical GAAP amounts only.  The inclusion of pro-forma basis revenue
only is not consistent with Article 11 of Regulation S-X.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney,  at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Aiello

CORRESP
1
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CORRESP

 767 Fifth Avenue
New York, NY 10153-0119
+1
212 310 8000 tel
+1 212 310 8007 fax

 December 1, 2021

VIA EDGAR TRANSMISSION

 Jeff Kauten

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street NE

 Washington, D.C. 20549

Re:
 Trebia Acquisition Corp.

Registration Statement on Form S-4

Filed November 3, 2021

File No. 333-260714

 Dear
Mr. Kauten:

 On behalf of our client, Trebia Acquisition Corp. (“Trebia” or the “Company”) we are
responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated November 19, 2021, with regard
to the registration statement on Form S-4 (File No. 333-260714) filed by the Company on November 3, 2021 (together with the exhibits thereto, the
“Registration Statement”). In addition, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) concurrently with this response letter, which includes
revisions made to the Registration Statement in response to the Staff’s Comment Letter as well as additional changes required to update the disclosures contained in the Registration Statement.

For ease of reference, each of the Staff’s comments contained in the Comment Letter is reproduced below in bold and is followed by
the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in Amendment No. 1. Terms used and not defined herein have the meanings given to such terms in Amendment
No. 1.

 Form S-4

Questions and Answers, page 19

 1.
Comment: We note your disclosure in response to prior comment 5 that there is no significant business benefit or detriment associated with the Tax Receivable Agreement or the Up-C Structure. Please clarify
that the company is liable for payments under the Tax Receivable Agreement for payment of tax benefits realized or potentially realized and that these payments may be substantial or advise.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 22 and added additional risk factors on
page 110 of Amendment No. 1.

 Securities and Exchange Commission

December 1, 2021

  Page
 2

 Summary of the Proxy Statement/Prospectus

Summary of the Business Combination Proposal, page 44

2. Comment: We note your response to our prior comment 1. Please revise your disclosure to quantify the overlapping equity ownership between
System1, LLC and Protected.net Group.

 Response: In response to the Staff’s comment, the Company has revised the disclosure in
footnote 1 in the pre-business combination structure chart on page 45 of Amendment No. 1.

 Shareholder
Proposal No. 5—The Non-Binding Governance Proposals

 Proposal 5D—the exclusive forum proposal,
page 169

 3. Comment: We are unable to locate disclosure responsive to prior comment 12 and reissue the comment. Please balance
your disclosure by describing the potential negative impacts of the exclusive forum provision on investors.

 Response: In response to
the Staff’s comment, the Company has revised the disclosure on page 172 of Amendment No. 1.

 Non-GAAP
Financial Measures, page 201

 4. Comment: We note your revised presentation in response to prior comment 16. We note you continue to
present revenue of your acquisitions for the periods prior to the acquisition being completed. Tell us how you considered that this adjustment results in a tailored revenue recognition and measurement method. We refer you to Question 100.04 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 206 of Amendment No. 1 to clarify in footnote 4 that the figures presented are Adjusted EBITDA and not revenue, as was inadvertently indicated in the
previously filed Registration Statement.

 System1 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Segment Results, page 248

 5. Comment: We note your expanded tables in response to prior comment 20. Please expand these disclosures to include a discussion
by segment of profitability. Refer to Financial Reporting Codification 501.06.a. In addition, we note your revenue recognition policy on page F-89 is broken out between Advertising and Other Revenue and SS
Protect Revenue. Please disclose how SS Protect Revenue is presented in your current segment disclosures.

 Securities and Exchange Commission

December 1, 2021

  Page
 3

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 253 of Amendment No. 1.

 Comparison of the Years Ended December 31, 2020 and 2019

Cost of Revenues, page 267

 6.
Comment: We note your expanded disclosures in response to prior comment 25. We note your current disclosures explain why cost of revenue increased year over year on a dollar basis. Expand your disclosures to explain why as a percentage of
revenue, your cost of revenues decreased to 108% in 2020 from 131% in 2019. Similar concerns apply to your disclosures on page 269 where we note your cost of revenue as a percentage of revenue decreased to 79% in the six months ended
June 30, 2021 compared to 126% in the six months ended June 30, 2020. Refer to Section III.B of SEC Release No. 33-8350.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 272 and 274 of Amendment No. 1.

Liquidity and Capital Resources

 Cash Flows

Operating Activities, page 271

 7.
Comment: We note your expanded disclosures in response to prior comment 27. However, we note your discussion of cash flows from operating activities continues to be limited in nature. This does not appear to contribute substantively to an
understanding of your cash flows. Rather, it repeats items that are readily determinable from the financial statements. When preparing the discussion and analysis of operating cash flows, you should address material changes in the underlying drivers
that affect these cash flows. These disclosures should also include a discussion of the underlying reasons for changes in working capital items that affect operating cash flows. Refer to Section IV.B.1 of SEC Release
33-8350.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 277 of Amendment No. 1.

 Note 1. Organization and Description of the Business, page
F-81

 8. Comment: We note your response to prior comment 30. Please disclose the percentages
provided in your response for total revenue and long-lived assets. In this regard, we note it will provide context to investors as you currently disclose several other countries that you have operations.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-87
of Amendment No. 1.

 Securities and Exchange Commission

December 1, 2021

  Page
 4

 S1 Holdco, LLC and Subsidiaries

Notes to Consolidated Financial Statements, page F-81

9. Comment: We note your response to prior comment 31. We repeat our prior comment to provide footnote disclosure to address how you
terminated this product line. In addition, expand your disclosure on page 251 to disclose the impact on revenue in 2019 compared to 2018 related to the termination of your Social Publishing product line.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 256 and
F-61 of Amendment No. 1.

 [Remainder of Page Intentionally Left Blank]

 767 Fifth Avenue

New York, NY 10153-0119

 +1 212 310
8000 tel

 +1 212 310 8007 fax

 Should any questions arise in connection with the filing or this response letter, please contact the undersigned at 212-310-8268 or by e-mail at eoghan.keenan@weil.com.

Sincerely yours,

/s/ Eoghan Keenan

cc:
 Securities and Exchange Commission

Ryan Rohn, Senior Staff Accountant

Stephen Kirkorian, Accounting Branch Chief

Austin Pattan, Law Clerk

Trebia Acquisition Corp.

Tanmay Kumar, Chief Financial Officer

Paul Danola, President

Weil, Gotshal & Manages LLP

Michael J. Aiello

Latham & Watkins LLP

Steven Stokdyk

United States securities and exchange commission logo
November 19, 2021
Paul Danola
President
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Registration Statement on Form S-4
Filed November 3, 2021
File No. 333-260714
Dear Mr. Danola:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless otherwise
noted, where prior comments are referred to they refer to our letter dated October 15, 2021.
Form S-4
Questions and Answers, page 19
1.We note your disclosure in response to prior comment 5 that there is no significant
business benefit or detriment associated with the Tax Receivable Agreement or the Up-C
Structure. Please clarify that the company is liable for payments under the Tax Receivable
Agreement for payment of tax benefits realized or potentially realized and that these
payments may be substantial or advise.
Summary of the Proxy Statement/Prospectus
Summary of the Business Combination Proposal, page 44
2.We note your response to our prior comment 1. Please revise your disclosure to quantify

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 November 19, 2021 Page 2
 FirstName LastNamePaul Danola
Trebia Acquisition Corp.
November 19, 2021
Page 2
the overlapping equity ownership between System1, LLC and Protected.net Group.
Shareholder Proposal No. 5 - The Non-Binding Governance Proposals
Proposal 5D - the exclusive forum proposal, page 169
3.We are unable to locate disclosure responsive to prior comment 12 and reissue the
comment. Please balance your disclosure by describing the potential negative impacts of
the exclusive forum provision on investors.
Non-GAAP Financial Measures, page 201
4.We note your revised presentation in response to prior comment 16. We note you continue
to present revenue of your acquisitions for the periods prior to the acquisition being
completed. Tell us how you considered that this adjustment results in a tailored revenue
recognition and measurement method. We refer you to Question 100.04 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
System1 Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Segment Results, page 248
5.We note your expanded tables in response to prior comment 20. Please expand these
disclosures to include a discussion by segment of profitability. Refer to Financial
Reporting Codification 501.06.a. In addition, we note your revenue recognition policy on
page F-89 is broken out between Advertising and Other Revenue and SS Protect Revenue.
Please disclose how SS Protect Revenue is presented in your current segment disclosures.
Comparison of the Years Ended December 31, 2020 and 2019
Cost of Revenues, page 267
6.We note your expanded disclosures in response to prior comment 25. We note your
current disclosures explain why cost of revenue increased year over year on a dollar basis.
Expand your disclosures to explain why as a percentage of revenue, your cost of revenues
decreased to 108% in 2020 from 131% in 2019. Similar concerns apply to your
disclosures on page 269 where we note your cost of revenue as a percentage of revenue
decreased to 79% in the six months ended June 30, 2021 compared to 126% in the six
months ended June 30, 2020. Refer to Section III.B of SEC Release No. 33-8350.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 271
7.We note your expanded disclosures in response to prior comment 27. However, we note
your discussion of cash flows from operating activities continues to be limited in

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 November 19, 2021 Page 3
 FirstName LastName
Paul Danola
Trebia Acquisition Corp.
November 19, 2021
Page 3
nature. This does not appear to contribute substantively to an understanding of your cash
flows. Rather, it repeats items that are readily determinable from the financial statements.
When preparing the discussion and analysis of operating cash flows, you should address
material changes in the underlying drivers that affect these cash flows. These disclosures
should also include a discussion of the underlying reasons for changes in working capital
items that affect operating cash flows. Refer to Section IV.B.1 of SEC Release 33-8350.
Note 1. Organization and Description of Business, page F-81
8.We note your response to prior comment 30. Please disclose the percentages provided in
your response for total revenue and long-lived assets. In this regard, we note it will
provide context to investors as you currently disclose several other countries that you have
operations.
S1 Holdco, LLC and Subsidiaries
Notes to Consolidated Financial Statements, page F-81
9.We note your response to prior comment 31. We repeat our prior comment to provide
footnote disclosure to address how you terminated this product line. In addition, expand
your disclosure on page 251 to disclose the impact on revenue in 2019 compared to 2018
related to the termination of your Social Publishing product line.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Michael Aiello

CORRESP
1
filename1.htm

CORRESP

767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax

 November 3, 2021

VIA EDGAR TRANSMISSION

 Jeff Kauten

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street NE

 Washington, D.C. 20549

Re:
 Trebia Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed September 16, 2021

File No. 001-39331

Dear Mr. Kauten:

 On behalf of our client,
Trebia Acquisition Corp., (“Trebia” or the “Company”), we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”), dated October 15, 2021. In connection with the proposed domestication of the Company, we have filed a registration statement on Form S-4 on November 3, 2021 (the
“Registration Statement”), to combine our Preliminary Proxy Statement on Schedule 14A filed on September 16, 2021 (the “Proxy Statement”) and a prospectus (together, the “Proxy Statement / Prospectus”) registering
the shares of common stock issuable in connection with Trebia’s domestication, to accompany this response letter. In addition to addressing the comments raised by the Staff in its Comment Letter, Trebia has also revised the Proxy Statement /
Prospectus to update certain other disclosures where appropriate or responsive to the Staff’s comments.

 For ease of reference,
each of the Staff’s comments is reproduced below in bold and is followed by the response to such comment. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration
Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Registration Statement.

Preliminary Proxy Statement / Prospectus

 General

 1. Comment: We note that Shareholder Proposal No. 1 appears to bundle distinct material matters, namely the
business combination transactions pursuant to which System1, LLC and Protected.net Group would become subsidiaries of Trebia. Please provide your analysis as to why you are not required to unbundle this proposal and provide shareholders with
separate votes on these business combination transactions. In your analysis, please address Rule 14a-4(a)(3) of Regulation 14A and Question 101.02 to Exchange Act Rule
14a-4(a)(3) Questions and Answers of General Applicability (Unbundling under Rule 14a-4(a)(3) Generally), available on our website.

 Securities and Exchange Commission

 November 3,
2021

  Page
 2

 Response: Trebia respectfully acknowledges the Staff’s comment and notes that
(i) the business combination with System1 and Protected includes inextricably intertwined acquisitions of entities that have significant overlapping equity ownership, and (ii) the business combination has been structured in the Business
Combination Agreement as a means to achieving the post-business combination structure agreed among the parties. In addition, the closing of the transactions under the Business Combination Agreement and Trebia’s financing commitments in
connection therewith are conditioned on the consummation of the complete business combination, including both transactions effectively occurring concurrently. The acquisition of System1 or Protected on a standalone basis would require (i) the
restructuring of the proposed business combination as contemplated by the Business Combination Agreement, and (ii) the parties to renegotiate the terms of the Business Combination Agreement and transactions contemplated thereunder, including as
to total valuation of the combined businesses.

 Furthermore, Trebia respectfully notes that the Staff’s guidance on unbundling under
Rule 14a-4(a)(3) is primarily focused on the unbundling of multiple modifications that “substantively affect shareholder rights”, as opposed to the unbundling of individual transactions. Unlike in a
business combination where a “domestication merger” to change the jurisdiction of the acquirer is followed by the consummation of a “transaction merger” with the target, in which case each component transaction has its own
separate substantive effect on shareholder rights, the acquisition of Protected immediately following the acquisition of System1 will not cause any different or additional changes with respect to shareholder rights of Trebia’s shareholders.

 Because System1 and Protected have significant overlapping equity ownership and have always been contemplated by the parties to be
combined as part of the same business combination, and because the two transactions do not result in different substantive changes to shareholder rights as between the two component acquisitions, Trebia respectfully believes that the two
transactions are “inextricably intertwined” and therefore should not be presented as separate matters for approval by Trebia’s shareholders.

Cover page

 2. Comment: Please revise your cover page
to briefly discuss the practical effects and implications of the Up-C structure. For example, disclose your voting and economic rights in S1 Holdco.

Response: Trebia respectfully acknowledges the Staff’s comment and has revised the cover page of the Registration Statement.

Cautionary Note Regarding Forward-Looking Statements, page 18

3. Comment: We note your reliance upon the safe harbor for forward-looking statement contained in the Private Securities Litigation Reform Act of 1995.
Because the application of the safe harbor to your merger is unsettled (due in part to no definitive case law regarding its application), please condition your reliance with qualifying language that the protections of the safe harbor of the Private
Securities Litigation Reform Act of 1995 may not be available.

 Securities and Exchange Commission

 November 3,
2021

  Page
 3

 Response: Trebia respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 18 of the Registration Statement.

 Questions and Answers, page 19

4. Comment: Please include a question and answer regarding the interests of the officers, directors, and affiliates in the business combination.

Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure on page 36 of the Registration Statement.

 5. Comment: Please include a question and answer regarding the Up-C structure of the post- combination entity
and the tax receivable agreement.

 Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure
on page 22 of the Registration Statement.

 Summary of the Business Combination Proposal, page 44

6. Comment: Please disclose whether the merger between Protected UK and System1 is a condition precedent to the completion of the business combination.
Furthermore, please disclose whether the 80% test would be satisfied absent the acquisition of Protected UK by System1.

 Response:
Trebia respectfully acknowledges the Staff’s comment and confirms for the Staff that the respective covenants and agreements to be performed by both S1 Holdco and Protected as of or prior to the Closing are conditions to completion of the
business combination as a whole. Given the inextricable link between the Protected UK and System1 acquisitions, Trebia has not included any additional disclosure in the Registration Statement regarding whether the 80% test would be satisfied in the
hypothetical scenario in which only the acquisition of System1 were consummated. However, Trebia supplementally advises the Staff that it has determined that the value of System1 would be sufficient to satisfy the test on its own.

Tax Receivable Agreement, page 47

 7. Comment: Please
briefly provide the purpose of organizing the post-combination entity as an Up-C and the tax advantages it provides to investors.

Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure on page 44 of the Registration
Statement.

 Securities and Exchange Commission

 November 3,
2021

  Page
 4

 Summary of Interests of Certain Persons in Connection with Transactions, page 54

8. Comment: Please disclose here and add a risk factor that the sponsor may have been incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate. Also, clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in
the post-business combination company.

 Response: Trebia respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 54 of the Registration Statement.

 Risk Factors

Risks Related to Trebia and the Business Combination, page 99

9. Comment: Please disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten
offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure on page 100 of the Registration
Statement.

 10. Comment: Please add a risk factor that describes any risks or other impacts on investors related to the exclusive forum provision in
the System1 charter documents.

 Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 107 of the Registration Statement.

 The New S1 Holdco Operating Agreement, page 136

11. Comment: Please disclose the economic and voting rights of the holders of both S1 Holdco Class A Common Units and S1 Holdco
Class B Common Units.

 Response: Trebia respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 138 of the Registration Statement.

 Shareholder Proposal No. 5 - The Non-Binding
Governance Proposals

 Proposal 5D - the exclusive forum proposal, page 169

12. Comment: Please balance your disclosure by describing the potential negative impacts of the exclusive forum provision on investors. Also, disclose that
there is uncertainty surrounding the enforceability of exclusive forum provisions and that a court may not find this provision enforceable.

Response: Trebia respectfully acknowledges the Staff’s comment and has revised the disclosure on page 169 of the Registration
Statement.

 Securities and Exchange Commission

 November 3,
2021

  Page
 5

 Unaudited Pro Forma Condensed Combined Financial Information, page 181

13. Comment: Please provide a detailed analysis supporting your conclusion that the acquisition method should be employed in this business combination under
ASC 805. In this regard, we noted that the Selling Equity Holders will own more than 50% under either the No Redemption or Maximum Redemption scenarios. In the case of Maximum Redemption, the Trebia Shareholders have a zero ownership in the combined
company. Tell us your consideration for accounting for this transactions as a reverse recapitalization. Please advise.

 Response:
Trebia respectfully acknowledges the Staff’s comment and advises the Staff that the Up-C structure following the consummation of the business combination (as illustrated on page 120 of the
Registration Statement) will allow the flow-through sellers of S1 Holdco to retain a noncontrolling equity interest in S1 Holdco under both the No Redemptions and Maximum Redemptions scenarios through their ownership of S1 Holdco’s Class B
Units. “System1” (as the combined post-closing company) will hold a majority of the outstanding equity in S1 Holdco under both the No Redemptions and Maximum Redemptions scenarios through its ownership of S1 Holdco’s Class A
Units. S1 Holdco will remain a limited liability company with System1 appointed as its sole managing member (System1, in such capacity, the “Managing Member”), and Protected UK will become a wholly owned subsidiary of S1 Holdco.

 The Company advises the Staff that it has considered the application of ASC 805, Business Combinations, which defines a business
combination in part as a transaction or other event in which an acquirer obtains control of one or more businesses. Because the U.S. GAAP Master Glossary indicates that the term “control” has the same meaning as the term “controlling
financial interest” set forth in ASC 810-10-15-8, the Company has applied the guidance in ASC
810-10 (Consolidations) to determine which entity has obtained control of S1 Holdco and should therefore be treated as the accounting acquirer.

The Company further advises the Staff that System1, as the Managing Member of S1 Holdco, will have the ability to make the decisions and
control the activities that most significantly affect S1 Holdco’s economic performance. The flow-through sellers will not be entitled to participate in any of these decisions and participate in the activities that most significantly affect S1
Holdco’s economic performance.

 Trebia further notes for the Staff that the flow-through sellers of S1 Holdco will not have the
ability to remove System1 as the Managing Member without cause or to cause S1 Holdco to dissolve or liquidate. S1 Holdco should be evaluated under the variable interest entity (VIE) model rather than the voting interest model (VOE) model as S1
Holdco is the functional equivalent of a limited partnership. Therefore, S1 Holdco assessed under the limited partnership model, which focuses on whether the non-managing members, as a group, can kick-out the managing member, liquidate the entity, or block the managing member from making any key decisions. Based upon these factors, management determined that S1 Holdco is a VIE pursuant to ASC 810-10-15-14(b)(1)(ii) because the flow-through sellers do not have substantive kick-out rights
or participating rights, among other factors.

 System1 is the primary beneficiary of S1 Holdco pursuant to ASC 810-10-25-38A because they have the power to direct the activities of S1 Holdco that most significantly impact the S1 Holdco’s
economic performance as the sole managing member of S1 Holdco and the obligation to absorb losses and the right to receive benefits from the S1 Holdco that could potentially be significant to the S1 Holdco through their Class A units in S1
Holdco. As a result, System1 is the primary beneficiary of S1 Holdco.

 Securities and Exchange Commission

 November 3,
2021

  Page
 6

 ASC 805-10-25-05 states in part, “…However, in a business combination in which a variable interest entity (VIE) is acquired, the primary beneficiary of that entity always is the acquirer. The
determination of which party, if any, is the primary beneficiary of a VIE shall be made in accordance with the guidance in the Variable Interest Entities Subsections of Subtopic 810-10, not by applying either
the guidance in the General Subsections of that Subtopic, relating to a controlling financial interest, or in paragraphs
805-10-55-11 through 55-15.” As stated above, S1 Holdco is a VIE and Trebia is the
primary beneficiary of S1 Holdco. Therefore, Trebia is the accounting acquirer of S1 Holdco pursuant to ASC 805-10-25-05 and the
transaction should not be accounted for as a reverse recapitalization.

 The Company further advises the Staff that management of the
Companies evaluated whether the business combination transaction is considered as between entities (S1 Holdco and Trebia) under common control, which would preclude application of ASC 805 guidance, and determined that, (i) no individual,
enterprise, or related party shareholders held controlling interest in each of S1 Holdco, Protected UK, and Trebia prior to the business combination; (ii) no individual, enterprise, or related party shareholders will hold a controlling interest
in System1 following the business combination transaction; and (iii) the common control cons

United States securities and exchange commission logo
October 15, 2021
Paul Danola
President
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed September 16, 2021
File No. 001-39331
Dear Mr. Danola:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that Shareholder Proposal No. 1 appears to bundle distinct material matters,
namely the business combination transactions pursuant to which System1, LLC and
Protected.net Group would become subsidiaries of Trebia.  Please provide your analysis
as to why you are not required to unbundle this proposal and provide shareholders
with separate votes on these business combination transactions.  In your analysis,
please address Rule 14a-4(a)(3) of Regulation 14A and Question 101.02 to Exchange Act
Rule 14a-4(a)(3) Questions and Answers of General Applicability (Unbundling under
Rule 14a-4(a)(3) Generally), available on our website.
Cover page
2.Please revise your cover page to briefly discuss the practical effects and implications of
the Up-C structure. For example, disclose your voting and economic rights in S1 Holdco

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 FirstName LastNamePaul Danola
Trebia Acquisition Corp.
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and Protected.
Cautionary Note Regarding Forward-Looking Statements, page 18
3.We note your reliance upon the safe harbor for forward-looking statement contained in the
Private Securities Litigation Reform Act of 1995.  Because the application of the safe
harbor to your merger is unsettled (due in part to no definitive case law regarding its
application), please condition your reliance with qualifying language that the protections
of the safe harbor of the Private Securities Litigation Reform Act of 1995 may not be
available.
Questions and Answers, page 20
4.Please include a question and answer regarding the interests of the officers, directors, and
affiliates in the business combination.
5.Please include a question and answer regarding the Up-C structure of the post-
combination entity and the tax receivable agreement.
Summary of the Business Combination Proposal, page 43
6.Please disclose whether the merger between Protected UK and System1 is a condition
precedent to the completion of the business combination. Furthermore, please disclose
whether the 80% test would be satisfied absent the acquisition of Protected UK by
System1.
Tax Receivable Agreement, page 46
7.Please briefly provide the purpose of organizing the post-combination entity as an Up-C
and the tax advantages it provides to investors.
Summary of Interests of Certain Persons in Connection with Transactions, page 52
8.Please disclose here and add a risk factor that the sponsor may have been incentivized to
complete an acquisition of a less favorable target company or on terms less favorable to
shareholders rather than liquidate.  Also, clarify if the sponsor and its affiliates can earn a
positive rate of return on their investment, even if other SPAC shareholders experience a
negative rate of return in the post-business combination company.
Risk Factors
Risks Related to Trebia and the Business Combination, page 97
9.Please disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
10.Please add a risk factor that describes any risks or other impacts on investors related to the

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 Comapany NameTrebia Acquisition Corp.
 October 15, 2021 Page 3
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Trebia Acquisition Corp.
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exclusive forum provision in the System1 charter documents.
The New S1 Holdco Operating Agreement, page 132
11.Please disclose the economic and voting rights of the holders of both S1 Holdco Class A
Common Units and S1 Holdco Class B Common Units.
Shareholder Proposal No. 5 - The Non-Binding Governance Proposals
Proposal 5D - the exclusive forum proposal , page 166
12.Please balance your disclosure by describing the potential negative impacts of the
exclusive forum provision on investors. Also, disclose that there is uncertainty
surrounding the enforceability of exclusive forum provisions and that a court may not find
this provision enforceable.
Unaudited Pro Forma Condensed Combined Financial Information, page 178
13.Please provide a detailed analysis supporting your conclusion that the acquisition method
should be employed in this business combination under ASC 805.  In this regard, we
noted that the Selling Equity Holders will own more than 50% under either the No
Redemption or Maximum Redemption scenarios.  In the case of Maximum Redemption,
the Trebia Shareholders have a zero ownership in the combined company.  Tell us your
consideration for accounting for this transactions as a reverse recapitalization.  Please
advise.
14.Please confirm that the noncontrolling interest does not contain a cash redemption
feature.  Disclose the terms of this interest in pro forma adjustment 3(j).  Tell us the
settlement alternative for the common units.  Tell us how you considered that the Selling
Equity Holders have control over the post-merger company in evaluating whether this
interest should be classified as temporary equity.  We refer you to ASC 480-10-S99-3A .
15.Please supplement your disclosure to show the potential impact of redemptions on the per
share value of the shares owned by non-redeeming shareholders by including interim
redemption levels in your sensitivity analysis.
Operating Metrics and Non-GAAP Financial Measures, page 199
16.We note your Non-GAAP measure, Adjusted Revenue, includes the reconciling item,
Acquisition related adjustments, that represents revenue of your acquisitions for the
periods prior to the acquisition being completed.  In addition, we note that you include a
revenue adjustment for terminated product lines.  Tell us how you considered that these
adjustments result in a tailored revenue recognition and measurement methods.  We refer
you to Question 100.04 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.  Similar concerns apply to the Acquisition related adjustments
included in Adjusted O&O Revenue and Adjusted EBITDA.
17.We note you include the line item, Non-recurring costs, in your reconciling items for

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 October 15, 2021 Page 4
 FirstName LastNamePaul Danola
Trebia Acquisition Corp.
October 15, 2021
Page 4
Adjusted EBITDA on page 202. Further, these costs appear in each period presented.
 Refer to Question 102.03 of the Compliance and Disclosure Interpretations on Non-
GAAP Financial Measures.  Tell us the nature of the items classified as Non-recurring and
provide support for the adjustment to your measure.  Please revise the caption of this line
item to describe its nature or present the adjustments in a separate table that agrees to this
line item.
18.Please revise to address any known underlying material trends related to the metrics
disclosed in this section.
Information about the Companies' Business
Our Business, page 236
19.Please disclose the basis for your statement that System1 operates a leading omnichannel
customer acquisition platform. Clarify the criteria on which you based this statement, such
as revenue or number of customers or market share.
System1 Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 249
20.Expand your discussion of results of operations to include a discussion by segment of
revenue and profitability. Refer to Financial Reporting Codification 501.06.a.
Comparison of the Years Ended December 31, 2020, 2019, and 2018
Revenue, page 250
21.Your disclosure indicates that the increase in revenue in 2020 was “a result of increased
consumer traffic driven by increased marketing spend.” Please quantify the increase in
consumer traffic period over period. Similar concerns apply to your revenue disclosures
for 2019 and interim disclosure on page 253.  Refer to Section III.B of SEC Release No.
33-8350.
22.We note that you "own and operate over 40 websites, including leading search engines
like info.com and Startpage.com, and publishing digital media sites and utilities such as
HowStuffWorks, Mapquest and ActiveBeat".  Tell us your consideration for disclosing
the websites that contribute a significant majority of your revenue.  This disclosure should
further discuss changes in volume and pricing.  We refer you to Item 303(b)(2)(iii) of
Regulation S-K.
Cost of Revenue, page 251
23.We note you disclose that the increase in user acquisition costs in 2020 was $48,225. We
further note your revenue in 2020 increased $37,636 as a result of increased consumer
traffic. As such, it appears that your user acquisition costs exceeded revenue growth. If
true, disclose why your user acquisition costs were greater than the received revenue.

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 October 15, 2021 Page 5
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Trebia Acquisition Corp.
October 15, 2021
Page 5
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 256
24.We note that your discussion of cash flows from operating activities is limited in nature.
This does not appear to contribute substantively to an understanding of your cash flows.
Rather, it repeats items that are readily determinable from the financial statements.  When
preparing the discussion and analysis of operating cash flows, you should address material
changes in the underlying drivers that affect these cash flows. These disclosures should
also include a discussion of the underlying reasons for changes in working capital items
that affect operating cash flows.  Refer to Section IV.B.1 of SEC Release 33-8350.
Cost of Revenues, page 266
25.We note cost of revenues is greater than revenues in the years presented. Expand your
disclosure to explain why cost of revenue is greater than revenue and if you expect this
trend to continue. Refer to Section III.B of SEC Release No. 33-8350.
Protected Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2020 and 2019
Revenue, page 266
26.We note your revenue increased 71% in 2020 over 2019. Please expand your disclosure to
quantify the amount of this increase that is related to new customers compared to that
related to subscription renewals. Further, provide disclosure to discuss the increase in your
antivirus software revenue compared to the increase in your add-on service revenue. Refer
to Section III.B of SEC Release No. 33-8350.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 268
27.We note that your discussion of cash flows from operating activities is limited in nature.
This does not appear to contribute substantively to an understanding of your cash flows.
Rather, it repeats items that are readily determinable from the financial statements.  When
preparing the discussion and analysis of operating cash flows, you should address material
changes in the underlying drivers that affect these cash flows. These disclosures should
also include a discussion of the underlying reasons for changes in working capital items
that affect operating cash flows.  Refer to Section IV.B.1 of SEC Release 33-8350.
Description of System1 Securities
Anti-Dilution Adjustments, page 295

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 Comapany NameTrebia Acquisition Corp.
 October 15, 2021 Page 6
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Trebia Acquisition Corp.
October 15, 2021
Page 6
28.We understand the sponsor will receive additional securities pursuant to an anti-dilution
adjustment based on the company’s additional financing activities. Please quantify the
number and value of securities the sponsor will receive. In addition, disclose the
ownership percentages in the company before and after the additional financing to
highlight dilution to public stockholders.
Index to Consolidated Financial Statements, page F-2
29.As a reminder, please provide historical 2021 interim financial statements for
Protected.Net in your next filing.  We refer you Item 8 of Form 20-F.
Note 1. Organization and Description of Business, page F-80
30.Your disclosure identifies countries other than the United States that you have operations.
Disclose the amount of revenue as well as long-lived assets that are attributed to the
United States as well as those countries that represent greater than 10%. Refer to ASC
280-10-50-41.
S1 Holdco, LLC and Subsidiaries
Notes to Consolidated Financial Statements, page F-80
31.We note you include a reconciling item for your terminated Social Publishing product line
in your Non-GAAP measure, Adjusted Revenue. It appears that this product line
represented 19% and 10% of your total revenue in the years 2018 and 2019, respectively.
Please provide footnote disclosure to address how you terminated this product line.
Please tell us how you determined that these terminated product lines do not qualify for
discontinued operations presentation.  We refer you to ASC 205-20.  In addition, given the
significant impact in the years 2018 and 2019, please explain why this termination of the
product line is not identified as a factor in the change in your revenue on page 250.
32.Your disclosure on page 276 indicates that you maintain a 401(k) retirement savings plan
for your employees. Disclose this and the amounts contributed by the Company to this
plan by the Company for each period presented. Refer to ASC 715-70-50-1.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-88
33.Your revenue recognition policy included in the notes to your interim financial statements
on page F-61 consists only of a general statement related to contracts with multiple
performance obligations. However, your revenue recognition policy here does not address
multiple performance obligations. Please revise to provide a consistent revenue
recognition policy between your financial statements.
34.Your policy currently states that you recognize revenue upon delivering traffic to your
advertising partners. Please expand your disclosure to clarify your basis of delivering
traffic, i.e., cost-per-click basis and/or cost-per-thousand impression basis.

 FirstName LastNamePaul Danola
 Comapany NameTrebia Acquisition Corp.
 October 15, 2021 Page 7
 FirstName LastNamePaul Danola
Trebia Acquisition Corp.
October 15, 2021
Page 7
35.Expand your disclosure to identify any additional factors that you considered in order to
recognize revenue on a gross basis in the respective transaction.  Please identify the
Advertising Partners and explain how the gross amount is determined.  Indicate if this
amount is net of the Advertising Partners share or fee.  Explain how you are subject to risk
of loss.
36.We note your revenue recognition policy identifies two separate revenue streams;
Advertising and Other Revenue and SS Protect Revenue. Please provide a disaggregation
of revenue for these two separate revenue streams as well as for revenue recognized

United States securities and exchange commission logo
June 22, 2021
Tanmay Kumar
Chief Financial Officer
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Form 8-K filed June 1, 2021
File No. 001-39331
Dear Mr. Kumar:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Trebia Acquisition
Corp

41 Madison Avenue,
Suite 2020,

New York, NY
10009

June 21, 2021

VIA EDGAR TRANSMISSION

William Demarest

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street NE

Washington, D.C. 20549

 Re: Trebia Acquisition Corp.

Form 8-K filed June 1, 2021

File No. 001-39331

Dear Mr. Demarest:

This letter responds to the comment raised in the
letter (“Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”), dated June 7, 2021, relating to the Current Report on Form 8-K (the “Form 8-K”)
of Trebia Acquisition Corp. (“we” or the “Company”) filed with the Commission on June 1, 2021.
In connection with these responses, the Company will file, electronically via EDGAR to the Commission, an amendment to the Form 8-K
(the “Amended Form 8-K”).

For ease of reference, the Staff’s comment
is reproduced below in bold and is followed by the response to such comment. Capitalized terms used in this letter but not otherwise defined
herein shall have the meaning ascribed to such term in the Amended Form 8-K.

Item 4.02, page 2

 1. Please tell us why your filing does not include a statement of whether the audit committee, or the board of directors in the absence
of an audit committee, or authorized officer or officers, discussed with the registrant’s independent accountant the matters disclosed
in the filing in accordance with Item 4.02(a)(3); or revise accordingly.

Response: We acknowledge the Staff’s comment and will
revise the disclosure to include the following sentence on page 2 of the Amended Form 8-K:

Management has discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company’s independent accountant, Marcum LLP.

Securities and Exchange Commission

June 21, 2021

Page 2

The Company hereby acknowledges that the Company
and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the Staff.

Please
contact me at (650) 862-8776 or tanmay@bgptpartners.com with any follow up questions you may have.

    Sincerely,

    TREBIA ACQUISTION CORP.

    /s/
    Tanmay Kumar

    By:

    Tanmay Kumar

    Chief Financial Officer

 cc: Paul Danola, President, Trebia Acquisition Corp.

Lyuba Goltser, Partner, Weil, Gotshal &
Manges LLP

United States securities and exchange commission logo
June 7, 2021
Tanmay Kumar
Chief Financial Officer
Trebia Acquisition Corp.
41 Madison Avenue, Suite 2020
New York, NY 10010
Re:Trebia Acquisition Corp.
Form 8-K filed June 1, 2021
File No. 001-39331
Dear Mr. Kumar:
            We have reviewed your filing 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed June 1, 2021
Item 4.02, page 2
1.Please tell us why your filing does not include a statement of whether the audit committee,
or the board of directors in the absence of an audit committee, or authorized officer or
officers, discussed with the registrant’s independent accountant the matters disclosed in
the filing in accordance with Item 4.02(a)(3); or revise accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Demarest, Staff Accountant at 202-551-3432 if you have any
questions.
Sincerely,

 FirstName LastNameTanmay Kumar
 Comapany NameTrebia Acquisition Corp.
 June 7, 2021 Page 2
 FirstName LastName
Tanmay Kumar
Trebia Acquisition Corp.
June 7, 2021
Page 2
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

June 15, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald Alper

Re: Trebia Acquisition Corp.

    Registration Statement on Form S-1

    Filed June 1, 2020, as amended

    File No. 333-238824

Dear Mr. Alper:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby
join in the request of Trebia Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on June 16, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advise that, as of the date hereof, they have distributed approximately 1,000 copies of the
Preliminary Prospectus dated June 11, 2020 to prospective underwriters and dealers, institutional investors, retail investors
and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    CREDIT SUISSE SECURITIES (USA) LLC

    as Representative of the Several Underwriters

    By:
    /s/ Frank
    J. McGee

    Name:
    Frank J. McGee

    Title:
    Managing Director

    BOFA SECURITIES, INC.

    as Representative of the Several Underwriters

    By:
    /s/ Michael
    Liloia

    Name:
    Michael Liloia

    Title:
     Director

[Signature Page to Underwriters’
Acceleration Request Letter]

CORRESP
1
filename1.htm

Trebia Acquisition Corp.

41 Madison Avenue, Suite 2020

New York, NY 10010

June
15, 2020

VIA EMAIL & EDGAR

Mr. Ronald Alper

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Trebia Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-238824)

Dear Mr. Alper:

Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-238824) be accelerated by the Securities and Exchange Commission (the “Commission”)
to 4:00 PM. Washington D.C. time on June 16, 2020 or as soon as practicable thereafter.

The Company is aware of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.

The Company acknowledges that should the
Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the
Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

We request that we be notified of such
effectiveness by a telephone call to Heather Emmel of Weil, Gotshal & Manges LLP at (212) 310-8849 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    Trebia Acquisition Corp.

    By:

      /s/
    Tanmay Kumar

    Name:
      Tanmay Kumar

    Title:
      Chief Financial Officer

    cc:

        Weil, Gotshal & Manges LLP

        Alexander D. Lynch, Esq.

    Heather L. Emmel, Esq.

    Davis Polk & Wardwell LLP

        Derek J. Dostal, Esq.

        Deanna L. Kirkpatrick, Esq.

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

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