Responsive Acquisition Marketing Platform (RAMP)
Disclaimer
Disclaimer
This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC ("S1") and Protected.net Group Ltd. ("Protected", and together with its and Sl's respective subsidiaries, collectively "System1") and their respective directors, executive
officers and other members of their respective management teams or other employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Trebia's shareholders in connection with the
proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Trebia's directors and executive officers in Trebia's final prospectus,
as amended, dated June 16, 2020 (SEC File No. 333-238824), which was filed with the SEC on June 18, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of Trebia's shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning
the interests of Trebia's and System1's participants in the solicitation, which may, in some cases, be different than those of Trebia's and System1's equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination when it becomes available.
Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of Trebia, System1, their respective
affiliates, directors, officers, employees, members, partners, shareholders or agents makes any representation or warranty with respect to the accuracy of such information.
Forward-Looking Statements
This presentation and any related oral commentary include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements regarding Trebia, System1 or their respective 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. Forward-looking statements in this presentation may include, for example, statements about System]'s industry and market sizes;
future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System]; and the proposed business combination transaction
between Trebia and System1, including the implied enterprise value, ownership structure and the likelihood and ability of the parties to successfully consummate the transaction.
The forward-looking statements contained in this presentation are based on Trebia's and System]'s current expectations and beliefs concerning future developments, and their potential effects on Trebia or System]
taking into account information currently available.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System]'s actual financial results or operating performance to be
materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the business combination agreement (the "Agreement"); (2) the outcome of any legal proceedings that may be instituted against Trebia and/or System1 following
the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of
Trebia, certain regulatory approvals, or satisfy other conditions to closing set forth in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the
Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on System1's business and/or the ability of the parties to complete the proposed business combination; (6) the inability to
maintain the listing of combined company's shares on NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things,
competition, the ability of System] to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations (including
those concerning data security, consumer privacy and/or information sharing); and (11) the possibility that Trebia or System1 may be adversely affected by other economic, business, and/or competitive factors. The
foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Trebia's most recent filings with the SEC and will be contained in the Form S-4 (as defined
below), including the proxy statement/prospectus expected to be filed in connection with the proposed business combination.
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 presentation. Neither Trebia's nor System]'s
independent auditors have audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this presentation, and accordingly, neither of
them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Trebia and System] 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. This presentation is not intended to constitute, and should not be construed as, investment advice.
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