System1, LLC entered into letter agreement to acquire Trebia Acquisition Corp. (NYSE:TREB) from Trasimene Capital Management, LLC, BGPT Trebia LP and others for $1.1 billion in a reverse merger transaction on February 11, 2021. System1, LLC signed a definitive agreement for a business combination to acquire Trebia Acquisition Corp. (NYSE:TREB) from Trasimene Capital Management, LLC, BGPT Trebia LP and others in a reverse merger transaction on June 28, 2021. The post-money enterprise value of the combined company is $1.4 billion. Concurrent with this transaction, System1 will be combining with Protected.net, a leading developer of security and privacy subscription products with over 2 million paying subscribers. Holders of a significant majority of equity of System1 and Protected.net have committed to roll their equity into the combined company and will be holding 52% of the combined company. Upon closing of the transaction, the combined company will be named System1 Group, Inc. and is expected to be listed on the NYSE and trade under the new ticker symbol “SST”. Upon closing, the Company is expected to be listed on the NYSE on or about January 25, 2022 under the ticker symbol “SST”. As of January 20, 2022, As of the closing System1 will combine with Trebia, and Trebia will change its name to “System1, Inc.”As of September 23, 2021, upon the closing of the business combination with Trebia, the parent company will be known as System1, Inc. Frank R. Martire, Jr., Chairman of Trebia, will remain on the Board of Directors of the combined company at the close of the transaction and will be joined by William P. Foley, II and Frank R. Martire, Jr. after the transaction closes. The Company expects to add up to 4 more Directors in the upcoming months. Michael Blend, System1's Co-Founder & Chief Executive Officer, and Tridivesh Kidambi, its Chief Financial Officer, will continue in their current roles along with the rest of the System1 executive team.

The transaction is subject to, among other things, the approval by TREB's stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation. The consummation of the Business Combination is subject to customary conditions for transactions involving special purpose acquisition companies, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of consents and approvals from certain governmental authorities, no order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination being in force, Trebia having at least $5,000,001 of net tangible assets as of the Closing, Trebia having at least $469,250,00 of cash or cash equivalents, or at least $417,500,00 in the case that an Additional Seller Backstop Election has been made, receipt of the Required Trebia Shareholder Approvals, the Trebia Class A Common Stock having been approved for listing on the NYSE, customary bring down conditions related to the accuracy of the parties' respective representations, warranties and pre-closing covenants in the agreement and execution of a certain Amended and Restated Letter Agreement. The Boards of Directors of both System1 and TREB have approved the proposed transaction. As of December 20, 2021, registration statement was declared effective. Early termination of the waiting period under the HSR Act has been obtained. As of January 20, 2022, Trebia's shareholders voted to approve its proposed business combination. The transaction is expected to close in Q4 of 2021.As of November 15, 2021, the transaction is expected to close in Q4 2021 or early 2022. As of Janaury 10, 2022, The Business Combination is expected to close on or about January 24, 2022.

Michael J. Aiello, Allison R. Liff, Amanda Rosenblum, Devon Bodoh, Eoghan Patrick Keenan, Stephen Liebscher, John E. Scribner, Michael A. Epstein, Michael Nissan, Alex Walsh, Oliver Walker, Sarah Downie, Vadim M. Brusser and Jason Klig of Weil, Gotshal & Manges LLP acted as legal advisors for Trebia and Kevin O'Mara and Claire E. James of Willkie, Farr & Gallagher LLP and Alex Voxman, Steve Stokdyk, Andrew Clark, Grace Lee, Sean Finn, Larry Seymour and Julie Crisp, Haim Zaltzman, Elizabeth Oh, Josh Holian and Peter Todaro of Latham & Watkins LLP acted as legal advisors for System1. Evercore is acting as exclusive financial advisor to System1. BofA Securities is acting as lead financial and capital markets advisor to Trebia. MOELIS & COMPANY acted as capital market advisor to Trebia Acquisition Corp. Trebia has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. Trebia has agreed to pay Morrow Sodali, LLC a fee of $35,000, plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Trebia. Moelis & Company LLC acted as a financial advisor to Trebia Acquisition. Cahill Gordon & Reindel LLP acted as legal advisor to System1, Inc.