System1 Investor Presentation Deck
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Disclaimer
Safe Harbor Disclaimer for Forward-Looking Statements
This presentation has been prepared by management of System1, Inc. (together with its subsidiaries, collectively "System1") and 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 any applicable exemptions therefrom.
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 System1 or its respective affiliates, directors,
officers, employees, 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, particularly any
statements or materials regarding System1's future results or "guidance" for fiscal year 2022 and beyond. Forward-looking statements include, but are not limited to, statements regarding System1 or its 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 System1'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 System1; and the impact of the
recently completed business combination transaction between Trebia Acquisition Corp. ("Trebia") and S1 Holdco, LLC ("S1 Holdco") and Protected.net Group Ltd. ("Protected"), among other parties, including the enterprise value and
ownership structure following consummation of the transaction.
The forward-looking statements contained in this presentation are based on System1's current expectations and beliefs concerning future developments, and their potential effects on System1 taking into account information
currently available. All information in this presentation speaks as of September 30, 2022, and any redistribution or rebroadcast of this presentation after such date is not intended and will not be construed as updating or confirming
such information.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1's actual financial results or operating performance to be materially
different from those expressed or implied by these forward-looking statements. Readers or users of this presentation should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this
presentation should also carefully review the "Risk Factors" and other information included in our registration statements on Form S-4 (including the related proxy statement/prospectus) with respect to the Business Combination
with Trebia and on Form S-1, each filed with the Securities and Exchange Commission (the "SEC "), as well as System1's Form 10-K, Form 10-Q, Form 8-K and other reports filed with the SEC from time to time. Please refer to the SEC
filings for additional information regarding the risks and other factors that may impact System1's business, prospects, financial results and operating performance following completion of the business combination.
Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to grow and manage growth profitably, and retain its key employees; (2) our ability to acquire businesses on acceptable terms and to successfully
integrate and recognize anticipated synergies from acquired businesses; (3) use of cash and other available liquidity to grow and invest in our businesses; (4) continued growth of our digital media and subscription offerings; (5)
international growth; (6) our ability to develop or introduce new products, services, features and technologies; (7) our liquidity and our ability to repay or refinance our outstanding indebtedness; (8) technology, platform and
infrastructure systems capacity, coverage, reliability and security; (9) changes in or recent developments related to applicable laws or regulations (including those concerning data security, consumer privacy and/or information
sharing); (10) the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and (11) the impact of Covid-19 and other political or societal developments. The foregoing list of factors is not
exclusive.
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. System1's independent auditors have not
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, do not express an opinion or provide any other form
of assurance with respect thereto for the purpose of this presentation. System1 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.
This presentation contains certain financial forecasts (or guidance) with respect to the System1's projected financial results. System1's independent auditors have not audited, reviewed, compiled or performed any procedures with
respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation.
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