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
Paul Danola
FirstName LastNamePaul
Trebia Acquisition Corp. Danola
Comapany 19,
November NameTrebia
2021 Acquisition Corp.
November
Page 2 19, 2021 Page 2
FirstName LastName
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
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,
FirstName LastNamePaul Danola
Division of
Corporation Finance
Comapany NameTrebia Acquisition Corp.
Office of
Technology
November 19, 2021 Page 3
cc: Michael Aiello
FirstName LastName