Responsive Acquisition Marketing Platform (RAMP)
Disclaimer (Continued)
An investment in Trebia is not an investment in any of our founders' or sponsors' past investments or companies or any funds affiliated with any of the foregoing. The historical results of these investments are not
indicative of future performance of Trebia (including after the closing of the proposed business combination), which may differ materially from the performance of the founders or sponsors past investments, companies
or affiliated funds.
Trademarks
This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service
marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM or symbols, but System] will assert, to the fullest extent under applicable law, the rights of the applicable owners, if
any, to these trademarks, service marks, trade names and copyrights.
Financial Information; Use of Non-GAAP Financial Measures
The financial information and data contained in this presentation have not been audited under the standards of the Public Company Accounting Oversight Board and do not conform to the requirements of Regulation
S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement or prospectus to be filed by Trebia with the SEC. In
addition, all historical financial information of System1 included herein is preliminary and subject to change, including in connection with the audit of the financial statements. This presentation includes non-GAAP
financial measures, including Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit and Pro Forma Billings Adj. EBITDA. Trebia and System1 believe that these non-GAAP measures are useful to investors
for two principal reasons: (1) these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect
core operating performance; and (2) these measures are used by System1's management and board of directors to assess its performance and may (subject to the limitations described below) enable investors to
compare the performance of System] to its competitors. Trebia and System1 believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating
results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non-
GAAP measures differently or use different non-GAAP measures financial from those used in this presentation, and therefore such measures may not be directly comparable to similarly titled measures of other
companies. For reconciliation of these non-GAAP financial measures used in this presentation, see "Net Income to Pro Forma Billings Adj. EBITDA Reconciliation" and "GAAP Revenue/Gross Profit to Pro Forma Billings
Adj. Revenue/Gross Profit Reconciliation" in the Appendix at the end of this presentation.
Use of Projections
This presentation contains financial forecasts with respect to the System1's projected financial results. Neither Trebia's nor System1's independent auditors have 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. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and
are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results are indicative of the future performance of System] or that actual results will not differ materially from those presented in the prospective financial
information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be
achieved. You should review System1's audited financial statements, which will be included in the Form S-4 relating to the proposed business combination.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, a registration statement on Form S-4 (the "Form S-4") is expected to be filed by Trebia with the U.S. Securities and Exchange Commission ("SEC") that will include
preliminary and definitive proxy statements to be distributed to holders of Trebia ordinary shares in connection with Trebia's solicitation for proxies for the vote by Trebia's shareholders in connection with the proposed
business combination with System] and other matters as described in the Form S-4, as well as a prospectus of Trebia relating to the offer of the securities to be issued in connection with the completion of the business
combination. Trebia and System1 urge investors, shareholders and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, as well as other documents filed with the SEC
in connection with the proposed business combination, as these materials will contain important information about Trebia, System] and the proposed business combination. Such persons can also read 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, for a description of the security holdings of Trebia's officers and directors and their respective
interests as security holders in the consummation of the proposed business combination. After the Form S-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Trebia's
shareholders as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to:
Trebia Acquisition Corp., 41 Madison Avenue, Suite 2020, New York, NY 10010, or (646) 450-9187.
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