System1, Inc. — Capital/Financing Update 2020

Jun 16, 2020

S-1MEF 1 tm2013306d9_s1mef.htm S-1MEF

As filed with the Securities and Exchange Commission on June 16, 2020.

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Trebia Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	6770	98-1531250
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

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41 Madison Avenue, Suite 2020,

New York, NY 10010

(646) 450-9187

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Tanmay Kumar

Chief Financial Officer

41 Madison Avenue, Suite 2020,

New York, NY 10010

(646) 450-9187

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Alexander D. Lynch, Esq. Heather L. Emmel, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Derek J. Dostal, Esq. Deanna L. Kirkpatrick, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 701-5800

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Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-238824

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

| Large
accelerated filer | ¨ | Accelerated filer | ¨ |
| --- | --- | --- | --- |
| Non-accelerated filer | x | Smaller
reporting company | x |
| | | Emerging
Growth company | x |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

| Title of each class of securities
to be registered | Amount to be Registered | Proposed maximum offering price per unit (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
| --- | --- | --- | --- | --- |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant (2) | 8,625,000 units | $10.00 | $86,250,000 | $11,196 |
| Class A ordinary shares included as part of the Units (3) | 8,625,000 shares | — | — | — (4) |
| Redeemable warrants included as part of the Units (3) | 2,875,000 warrants | — | — | — (4) |
| Total | | | $86,250,000 | $11,196 (5) |

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-238824). Includes 1,125,000 units, consisting of 1,125,000 Class A ordinary shares and 375,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)	No fee pursuant to Rule 457(g).
(5)	The Registrant previously registered securities having a proposed maximum aggregate offering price of $431,250,000 on its Registration Statement on Form S-1, as amended (File No. 333-238824), which was declared effective by the Securities and Exchange Commission on June 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $86,250,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

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EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Foley Trasimene Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-238824) (the “Prior Registration Statement”), initially filed by the Registrant on June 1, 2020 and declared effective by the Securities and Exchange Commission on June 16, 2020. This Registration Statement covers the registration of an additional 8,625,000 of the Registrant’s units (including 1,125,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits . All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-238135) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit No.	Description
5.1	Opinion of Weil, Gotshal & Manges LLP, Counsel to the Registrant.
5.2	Opinion of Maples and Calder, Cayman Islands, Counsel to the Registrant.
23.1	Consent of Marcum LLP.
23.2	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
23.3	Consent of Maples and Calder (included in Exhibit 5.2).
24	Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-238824) filed on June 1, 2020 .

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York on the 16th day of June 2020.

TREBIA ACQUISITION CORP.
By:	/s/ Tanmay Kumar
Name:	Tanmay Kumar
Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
*	President (Principal Executive Officer)	June 16, 2020
Paul Danola
/s/ Tanmay Kumar	Chief Financial Officer (Principal Financial and	June 16, 2020
Tanmay
Kumar	Accounting Officer)
*	Co-Founder and Director	June 16, 2020
William P. Foley, II
*	Co-Founder and Director	June 16, 2020
Frank R. Martire, Jr.
/s/ Lance Levy	Director	June 16, 2020
Lance Levy
/s/ Mark D. Linehan	Director	June 16, 2020
Mark D. Linehan
/s/ James B. Stallings	Director	June 16, 2020
James B. Stallings

*By:
Tanmay Kumar
Attorney-in-Fact

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