Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D relates is the Class A common stock, $0.001 par value (“Class A Common Stock”) of System1, Inc. (formerly known as Trebia Acquisition Corp.), a Delaware corporation (the “Issuer” or “System1”). The address of the principal executive offices of the Issuer is 4235 Redwood Avenue, Marina Del Rey, CA 90066. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background
| (a) | This Schedule 13D is filed by JDI & AFH Limited, a private limited company organized under the laws England and Wales (“J&A”), Just Develop It Limited, a private limited company organized under the laws England and Wales (“JDIL”) and Christopher Phillips (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (b) | The principal business office of the Reporting Persons is Larch House Parklands Business Park Denmead, Hampshire PO7 6XP, United Kingdom. |
| (c) | The principal business of J&A and JDIL is a venture capital investment business. Mr. Phillips serves as a member of the board of directors of the Issuer (the “Board”), as well as a director of each of J&A and JDIL. Mr. Phillips is the [CEO] of JDIL. |
| (d) | During the last five years, none of the Reporting Persons or the Listed Persons (as defined below) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons or the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of J&A and JDIL was organized under the laws of England and Wales. Each of the Listed Persons is a citizen of the United Kingdom. |
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managing members and each other person controlling J&A and JDIL (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were issued to J&A in connection with the completion of the business combination (the “Business Combination”) on January 27, 2022 (the “Closing Date”) as contemplated by that certain Business Combination Agreement, dated as of June 28, 2021, as amended on November 30, 2021, January 10, 2022 and January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with S1 Holdco, the “Companies” or “Old System1”), and the other parties signatory thereto (as it may be amended and/or restated from time to time, the “Business Combination Agreement”).
The series of mergers (the “Mergers”) undertaken in connection with the Business Combination are described as follows, collectively: (A) (i) CSC III System1 Blocker Inc. merged with and into Trebia, with Trebia surviving (the “CSC Blocker 1 Merger”), (ii) CSC (Offshore) III System1 Blocker, Inc. merged with and into Trebia, with Trebia surviving (the “CSC Blocker 2 Merger”) and (iii) CSC III-A System1 Blocker, Inc. merged with and into Trebia, with Trebia surviving (the “CSC Blocker 3 Merger” and, collectively, the “Blocker Mergers”); (B) Orchid Merger Sub I, Inc. merged with and into Protected (the “Protected Merger”), with Protected surviving the Protected Merger as a wholly owned subsidiary of Trebia; (C) Protected merged with and into Orchid Merger Sub II, LLC (“Trebia Merger Sub LLC” and, such merger, the “LLC Merger”) with Trebia Merger Sub LLC surviving the LLC Merger (such surviving entity of the LLC Merger, “Protected Holding LLC”); (D) Orchid Finco LLC merged with and into Protected Holding LLC (the “Finco-LLC Merger”) with Protected Holding LLC surviving the Finco-LLC Merger; (E) Trebia contributed 100% of the outstanding equity interests of Protected Holding LLC to S1 Holdco and (F) System1 Midco, LLC merged with and into Protected Holding LLC (the “LLC-Midco Merger”) with Protected Holding LLC surviving the LLC-Midco Merger.
Prior to the Closing Date and in connection with the Business Combination, Trebia filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Trebia was domesticated and continues as a Delaware corporation, while also changing its name to “System1, Inc.” (the “Domestication”). In connection with the Domestication, on the day prior to the Closing Date, among other things (a) each Class A ordinary share, par value $0.0001 per share, of Trebia (the “Trebia Class A Ordinary Shares”) that was issued and outstanding immediately prior to the Domestication was converted, on a one-for-one basis, into one share of Class A Common Stock, (b) each Class B ordinary share, par value $0.0001 per share, of Trebia (the “Trebia Class B Ordinary Shares”) that was issued and outstanding immediately prior to the Domestication was converted, on a one-for-one basis, into one share of Class A Common Stock and (c) the certificate of incorporation of System1 (the “System1 Charter”) was adopted and filed with the Secretary of State in Delaware pursuant to the Delaware General Corporation Law (the “DGCL”), and the System1 Charter and bylaws of System1 (the “System1 Bylaws”) became the governing documents of System1.
In connection with the Business Combination, the S1 Holdco and Protected UK sellers received 47,237,249 shares of Class A Common Stock and 22,077,319 shares of Class C common stock, par value $0.0001 per share of the Issuer (the “Class C Common Stock”). The shares of Class C Common Stock are voting, non-economic shares of the Issuer and were issued to holders of noncontrolling economic interest in common units of S1 Holdco, which units are exchangeable (together with the cancellation of an equal number of shares of Class C Common Stock) into Class
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