EX-99.2 7 tm2120611d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

Investor Presentation June 2021

 

 

Disclaimer 2 Disclaimer This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the so licitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such of fer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No off er of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1 933 , as amended, or exemptions therefrom. Trebia Acquisition Corp. (“ Trebia ”), S1 Holdco, LLC (“S1”) and Protected.net Group Ltd. (“Protected”, and together with its and S1’s respective subsidiaries, col lectively “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. Inf ormation 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 p roposed 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 belie ved 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 harbo r" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements include, b ut 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," "cont inue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "shoul d," "would" and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statemen t 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 operatio nal performance and/or results of operations of System1; 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 con sum mate the transaction. The forward - looking statements contained in this presentation are based on Trebia's and System1's current expectations and beliefs concerning future developments, and their potential effects on Trebia or System1 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 assump tions that may cause System1's actual financial results or operating performance to be materially different from those expres sed 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 a gre ement (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 co mp lete 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 eve nt, 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 co mbi ned company’s shares on NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts curr ent plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability t o recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, compet iti on, the ability of System1 to grow and manage growth profitably, and retain its key employees; (9) costs related to the propo sed business combination; (10) changes in applicable laws or regulations (including those concerning data security, consumer privacy and/o r i nformation 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 o the r 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 an y forward - looking statements contained in this presentation. Neither Trebia's nor System1'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 p resentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect there to for the purpose of this presentation. Trebia and System1 will not undertake any obligation to update or revise any forward - looking statements whether as a result of new inf ormation, 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 un due reliance on these statements. This presentation is not intended to constitute, and should not be construed as, investment adv ic e.

 

 

Disclaimer (Continued) 3 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 t he 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 spo nsors past investments, companies or affiliated funds. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referr ed to in this presentation may be listed without the TM, SM © or symbols, but System1 will assert, to the fullest extent under applicable l aw, 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 Com pan y Accounting Oversight Board and do not conform to the requirements of Regulation S - X. Accordingly, such information and data ma y not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement or prospec tus 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 measur es, 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 o f i tems that do not reflect core operating performance; and (2) these measures are used by System1's management and board of directors to ass ess its performance and may (subject to the limitations described below) enable investors to compare the performance of Sys tem 1 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 evalu ating 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 measur es differently or use different non - GAAP measures financial from those used in this presentation, and therefore such measures ma y not be directly comparable to similarly titled measures of other companies. For reconciliation of these non - GAAP financial measu res used in this presentation, see "Net Income to Pro Forma Billings Adj. EBITDA Reconciliation" and "GAAP Revenue/Gross Prof it 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 projectio ns for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assura nce with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily i nd icative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subj ect to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results t o differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the pro spe ctive results are indicative of the future performance of System1 or that actual results will not differ materially from thos e p resented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be rega rde d as a representation by any person that the results contained in the prospective financial information will be achieved. You sh ould 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 fi led 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 System1 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 combinatio n, as these materials will contain important information about Trebia , System1 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 t he 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.

 

 

Presenters 4 Bill Foley Trebia Frank R. Martire Jr Trebia Michael Blend CEO & Co - Founder Tridivesh Kidambi Chief Financial Officer

 

 

Transaction Overview ● Transaction represents $1.4 billion Enterprise Value, or 11.9x and 9.1x 2021E and 2022E EV/Pro - Forma Billings Adjusted EBITDA, respectively ● Transaction is attractively priced relative to comparable companies trading multiples and operating metrics ● Use of Proceeds include 1 : ○ $250M to e xiting p rivate equity partner - Court Square Capital Partners 2 ○ $213M to management & employees ○ $55M in fees/expenses ○ $175M of cash to the balance sheet 3 ● Management is fully committed to transaction rolling $668mm and will own 52% of the business post merger ○ CEO and Co - Founder is rolling 100% of his total equity stake ● Fully backstopped equity and debt 5 Key Transaction Highlights System1 Overview System1 is a leading omnichannel customer acquisition platform, delivering high - intent customers to advertisers and to their own subscription products. In the large and growing digital advertising market, System1 is poised for 30%+ organic Billings Adj. Revenue and Billings Adj. EBITDA growth 1. Assumes $325M of debt 2. Majority holder of System1 3. Assumes zero redemptions

 

 

Large TAM System1 operates in a very large and growing market • U.S. digital advertising was a $150B market in 2021, growing to $278B in 2024 • Serving advertisers across every industry vertical for mass relevancy Differentiated Solution System1’s RAMP platform drives a long term sustainable advantage • Highly automated, AI - driven customer acquisition and monetization platform • Diversified across industry verticals and marketing channels • 1 st Party data (not reliant on third - party cookies) positions System1 for the future of online consumer privacy Proven Track Record Long track - record of performance • $120M of 2021E Pro Forma Billings Adj. EBITDA with 94% 2021E Adj. Free Cash Flow conversion 1 • Positive PF Billings Adj. EBITDA since inception Strong Management Strong management t eam that has worked together for many years • Founder - led management team with track record of success • Deep knowledge of sector and strong employee loyalty Flexible Capital Structure Strong FCF generation allows for capital structure flexibility • Adj. Free Cash Flow gives opportunity to take on and service debt • Ability to draw additional debt positions System1 well to drive organic and inorganic growth Proven Platform System1 business model and technology provides a platform that scales to support organic growth and integrate M&A • Successfully acquired and scaled 7 companies • We look to continue their success & execute on larger opportunities Leverage Playbook Proven track record of driving significant shareholder value • Trebia to drive cost efficiencies and organic and inorganic growth initiatives • Experience in scaling public businesses and expanding multiples System1 Checks All of O ur Boxes 6 1. Adj. Free Cash F low is a non - GAAP metric which we define as Billings Adj. EBITDA less capital expenditures; Adj. Free Cash Flow conversion is a non - GAAP metric, which we define as Adj. Free Cash Flow divided by Pro Forma Billings Adj. EBITDA

 

 

Leverage Trebia Value Creation Playbook 7 Trebia Co - Founders have consistently scaled public businesses, executed M&A, increased margins and drove multiple expansion and public investor returns Frank R. Martire Jr Co - Founder William P. Foley II Co - Founder Industry Served Mortgage Real Estate HCM 3 Data & Analytics FinTech FinTech FinTech Technology 2 2 Consistent Success in Technology Businesses with Large TAM's Decades of Driving Significant Shareholder Value Workplace Benefits & Payroll FinTech 1 Proven SPAC Sponsor Interactive Gaming 1 Technology Organic Revenue Acceleration EBITDA Margin Expansion Transformative Acquisitions Multiple Expansion Sources: Public company filings and Factset 1. Recent acquisitions / value creation in progress. Alight and Wynn Interactive transactions subject to close 2. Bill Foley currently owns no equity in FIS or Ceridian

 

 

Partnership Will Accelerate Business Opportunities and Drive Multiple Expansion 8 Leading omni - channel customer acquisition and monetization engine Profitable & Proven Growth Story Following Established Value Creation Playbook Compelling Entry Valuation with Attractive Transaction Structure Significant opportunity for value creation through revenue growth, margin improvement and multiple expansion

 

 

Company Overview 9

 

 

10 is a leading omnichannel customer acquisition platform , delivering high - intent customers to advertisers and to our own subscription products

 

 

System1 at a Glance ● Operates 40+ digital properties & subscription products ● Proprietary Responsive Acquisition Marketing Platform (RAMP) drives sustainable competitive advantage ● Proprietary 1 st party data positions System1 for future of online consumer privacy ● Operating at scale and profitable across highly diversified marketing & revenue channels ● Founder - led with 52% management ownership post - transaction 11 120M + Monthly Visitors 1 500M+ Monthly Distinct Search Queries 1 2M+ Active Subscribers 2 $120M 2021E Pro Forma Billings Adj. EBITDA 4B Rows of D ata Ingested Daily 3 1. Monthly average for Q1 2021 2. As of March 31, 2021 3. Daily average for March 2021

 

 

Consistent Growth & Profitability… 12 $305 $450 $580 $763 $906 2018 2019 2020 2021E 2022E $52 $79 $80 $120 $158 2018 2019 2020 2021E 2022E Note : Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. EBITDA are both billings based metrics with respect to subscrip tio n revenue . Historical periods include pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. Pro Forma Billings Adj. EBITDA ($ in millions) Pro Forma Billings Adj. Revenue ($ in millions)

 

 

…and a Highly Diversified & Resilient Business 13 Vertical Agnostic No dependency on any specific advertiser or vertical Omnichannel Acquiring customers across all major networks Revenue by Acquisition Channel 1 Billings Adj. Revenue by Vertical Note: Metrics are for the twelve months ended March 2021 on a pro forma basis 1. Excludes subscription revenue from owned and operated due to lack of comparability of renewal billings subscription revenue t o a cquisition channel Health Privacy / Security Subscription Finance Business & Technology Travel & Tourism Autos Retail Jobs & Education Other Home & Garden Leisure & Lifesytle Display Native Network Partners Search Organic Social Other

 

 

Our Business Lines 14 Owned & Operated Properties Network Partners Owned & Operated Digital Products +25 more Advertising Subscription Revenue Generated Through Digital Advertising Revenue Generated Through Digital Subscriptions 2021E Pro Forma Billings Adj. Gross Profit: $120M $41M $47M

 

 

Our 3 Key Pillars For Driving Revenue and Delivering High - intent Customers to Advertisers 15 ~$500M Spent Annually On Digital Advertising ~1.3B Visitors 800M+ Clicks to Advertisers AI - powered Marketing Unlocks Customer Intent… Deliver & Monetize High - intent Customers to Advertisers / Subscription Leverage Our Websites to Further Qualify Customer Intent…. #1 #2 #3 Note: Metrics are for the twelve months ended March 2021

 

 

16 Social Display SEM Native We Find Customers on All Major Advertising Platforms… #1 System1 Utilizes AI powered marketing to acquire users across 60 advertising verticals; System1 bids on 37,000 individual campaigns, with ~15M daily campaign optimizations and reaches 120M + customers each month Note: All metrics shown are average monthly metrics as of Q1 2021

 

 

Leverage Our Websites to Further Qualify Customers’ Purchase Intent… 17 #2 Other System1 Owned & Operated Properties 25+ more 120M + Monthly Visitors 1 500M+ Monthly Distinct Search Queries 1 40+ Internet Properties ~27M Monthly Users 1 ~35M Monthly Users 1 ~10M Monthly Users 1 Our Websites are Designed to Further Qualify Customer Intent After the Initial Engagement 1. Monthly average for Q1 2021

 

 

18 Monetizing Consumer Traffic Advertising System1 Digital Subscriptions Deliver and Monetize High - intent Customers to Advertisers / Subscription #3

 

 

RAMP Technology Enables Our Business Success 19 Content & Ad Engine UI A/B Engine A/B Programmatic Buying Platform Monetization Decisioning Real Time Revenue Attribution AI - powered Marketing Unlocks Customer Intent… Deliver and Monetize High - intent Customers to Advertisers / Subscription Leverage Our Websites to Further Qualify Customer Intent…. Ad Media Interface Machine Learning / Data Science 4B Rows of Data Ingested Daily Privacy Compliant 1 st Party Data

 

 

Recent Privacy Shifts in Digital Marketing Emphasize First - party Data… 20 First - party relationships are vital in a privacy - first world. Protecting privacy means an end to … third - party cookies - David Temkin , Director of Product Management, Ads Privacy and Trust One of the largest independent 1 st - party search providers Focused on 1 st - party intent data RAMP does not rely on 3 rd - party cookies We are well positioned as 3 rd party cookies & intrusive tracking goes away Cookie - based advertising becomes less effective

 

 

Our Responsive Acquisition Marketing Platform (RAMP) is the Underlying Technology Driving O ur S uccess 21

 

 

Our Technology Moat Widens As Our Business Grows 22 Highly Efficient Customer Acquisition Better Conversion More Customer Traffic Data - Driven Optimization Higher Monetization and Profits Closed - Loop Attribution Plug N’ Play M&A Omnichannel Vertical Agnostic End to End Tech Stack Privacy Compliant 1 st Party Data Key Competitive Advantages System1’s Virtuous F lywheel

 

 

System1’s Differentiated Positioning in the Customer Acquisition Landscape 23 Single Vertical Multi - Vertical Single Monetization Advertising + Subscription Sub - scale companies

 

 

Growth Strategy 24

 

 

Optimizations to drive acquisition & monetization efficiencies Advertising: Multiple Drivers of Growth 25 Delivering Customers to 100+ Advertisers Directly Expand our Direct - to - Advertiser business Grow & expand our international business 15M daily campaign & keyword optimizations 275M+ advertising keywords in our database 500M+ monthly distinct search queries International Advertising Revenue ($M) $9 $23 Q1 '20 Q1 '21 % of platform revenue 5 % 12% $9 $23 Note: Metrics as of March 2021

 

 

High Subscriber Retention Drives Net Revenue Growth Launch New Products Subscription: Land and Expand with Existing and New Products 26 Continue to Acquire More Subscribers Increase ARPU 1 861 1,902 2018 2020 $29 + $79 + 2018 2020 1. Based on 2018 customer cohort; ARPU is calculated as billings adj. revenue divided by end of year subscribers for the cohort 56% 70% 44% 30% 2018 2020 Prior Year Subs Current Year Subs Total $42 $108

 

 

Strategic M&A Can Drive Upside to Our Projections RAMP is Built to Facilitate Plug & Play M&A Target Rich Environment Focus on Proprietary Deals & Growth Synergies 27

 

 

$9.71 $27.40 9/19/19 Q1'21 Acquisition Develop and augment new user acquisition channels Build strong brands in focus markets or verticals Diversify monetization capabilities O&O Product Extension Accelerate international growth Site RPM Growth Under System1 • Strong consumer brand and travel - related search engine • Underinvested by previous owner • Superior display monetization from RAMP drove 32% increase in site monetization within 1 month of acquisition close • Migration to RAMP led to significant opportunity to acquire and monetize traffic • Q3 2020 up 17% YoY vs Q3 2019 (pre - acquisition), despite headwinds from COVID LTM as of ~3x We Have a Successful & Growing M&A Track Record 28 Note : “RPM” refers to page revenue per thousand impressions; “RPS” refers to revenue per session; “O&O” refers to Owned & Operate d $6.83 $14.02 12/31/18 Q1'21 Search RPM Growth Under System1 • Strong consumer brand for private search with significant international presence • Significant day 1 acquisition synergies due to superior System1 monetization terms and UI testing platform to improve RPS • Migration to RAMP framework led to further RPS improvements LTM as of ~2x

 

 

High Priority M&A Opportunities 29 RAMP bolt - on technology Accelerate existing business lines Enter adjacent markets CURRENT FOCUS AREAS

 

 

300+ Employees 50% Of employees in engineering, product , & data science Michael Blend CEO & Co - Founder Tridivesh Kidambi CFO Paul Filsinger President Brian Coppola Chief Product Officer Beth Sestanovich Chief People Officer Jen Robinson Chief Technology Officer 52% 52% Pro - forma founder ownership post transaction Founder - Led Team With an Exceptionally Deep Bench 30

 

 

Financial Performance 31

 

 

A Rule of 40 Business Strong Revenue Growth and Profitability Diverse Business Model Generating Revenue Across Verticals Through Advertising and Subscriptions Strong and Consistent Organic Growth RAMP Platform Enables Continuous Optimization Driving Operating Leverage Exceptional M&A Track Record Established History of Driving Significant Growth by Leveraging RAMP Platform on M&A 1 2 3 5 4 Strong Alignment with Shareholders Founder - led Management Team Heavily Invested with Substantial Ownership Financial Highlights 32

 

 

$52 $79 $80 $120 $158 17% 18% 14% 16% 17% 2018 2019 2020 2021E 2022E $33 $37 $36 $41 $46 $80 $102 $100 $120 $155 ($9) ($1) $16 $47 $59 $104 $139 $152 $208 $260 2018 2019 2020 2021E 2022E $35 $38 $38 $42 $47 $228 $348 $434 $566 $676 $42 $64 $108 $155 $183 $305 $450 $580 $763 $906 2018 2019 2020 2021E 2022E Owned & Operated Properties Network Partners Subscription % Margin Rule of 40 Company Strong Growth Trajectory & Track Record of Profitability 33 ($ in millions) Projections Projections Projections Pro Forma Billings Adj. Revenue Pro Forma Billings Adj. EBITDA Pro Forma Billings Adj. Gross Profit ($ in millions) ($ in millions) Note: Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit, and Pro Forma Billings Adj. EBITDA are all billings ba sed metrics with respect to subscription revenue . Historical periods include pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings.

 

 

Resilience through COVID19 $31 $32 $35 $41 $37 $27 $39 $49 $47 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 2020 A Highly Diversified Business Model 34 RAMP identifies & scales marketing across the most efficient channels Pro Forma Billings Adj. Gross Profit 2 Diversified Across Verticals and Acquisition Channels Relationships with search networks enable vertical diversification Billings Adj. Revenue by Vertical Resiliency through COVID Revenue by Acquisition Channel 1 ($ in millions) Diversification Leads to Resilient Business Model 21% Note: Metrics are for the twelve months ended March 2021 on a pro forma basis 1. Excludes subscription revenue from owned and operated due to lack of comparability of renewal billings subscription revenue to acquisition channel 2. Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are both billings based metrics with respect to subscrip tio n revenue. Historical periods include pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billing s. Health Privacy / Security Subscription Finance Business & Technology Travel & Tourism Autos Retail Jobs & Education Other Home & Garden Leisure & Lifesytle Display Native Network Partners Search Organic Social Other

 

 

$0 $30 $60 $90 $120 $150 2017 2018 2019 2020 2021E 2016 Cohort 2017 Cohort 2018 Cohort 2019 Cohort 2020 Cohort 2021E Cohort ($9) ($1) $16 $47 2018 2019 2020 2021E 0.9 1.2 1.9 2.7 2018 2019 2020 2021E Highly Predictable Recurring Revenue Model Acquisition of Protected Drives Our Subscription Business (in millions) 35 Customer Count Subscription Adj . Gross Profit ($ in millions) 8 5%+ from Existing Customers Subscription Adj. Revenue ($ in millions) System1 has been investor & partner since 2018 #1 #2 #3 #4 Prior period investments in customer acquisition provides revenue lift in 2021 and beyond Strong pipeline of new subscription products provides platform for long - term growth Became profitable on a billings basis in Q4 20 Note: Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are both billings based metrics with respect to subs cri ption revenue. Historical periods include pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings.

 

 

Historical and Projected Financial Detail 36 2018 2019 2020 2021E 2022E Pro Forma Billings Adj. Revenue Owned & Operated Properties $228 $348 $434 $566 $676 Network Partners 35 38 38 42 47 Advertising Total $263 $386 $472 $608 $723 Subscription 42 64 108 155 183 Total $305 $450 $580 $763 $906 YoY Growth 48% 29% 32% 19% Pro Forma Billings Adj. Gross Profit Owned & Operated Properties $80 $102 $100 $120 $155 Network Partners 33 37 36 41 46 Advertising Total $113 $140 $136 $161 $201 Subscription (9) (1) 16 47 59 Total $104 $139 $152 $208 $260 % Margin 34.2% 30.9% 26.3% 27.3% 28.7% Operating Expense $52 $60 $72 $88 $102 Pro Forma Billings Adj. EBITDA $52 $79 $80 $120 $158 % Margin 17.1% 17.6% 13.8% 15.8% 17.4% YoY Growth 52% 1% 50% 31% Less: Capitalized Software ($5) ($6) ($6) ($7) ($9) Less: Capital Expenditures ($1) ($1) ($0) ($0) ($0) Adj. Free Cash Flow $47 $72 $73 $113 $149 Adj. FCF / Billings Adj. EBITDA 89.6% 91.3% 91.8% 94.1% 94.5% ($ in millions) Note : Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit and Pro Forma Billings Adj. EBITDA are billings based me trics with respect to subscription revenue. Historical periods include pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings.

 

 

A fast growing and profitable business RAMP platform provides a strong and sustainable competitive advantage A highly diversified business across its marketing and monetization capabilities Proven M&A capabilities x x x x x Strong, industry - experienced and founder - led management team Investment Highlights 37

 

 

Transaction Overview 38

 

 

S1 / Protected Management 52% SPAC Investors 40% Founder Shares 8% Transaction Overview 39 Sources Amount % SPAC Cash $518 34% S1 / Protected Equity Rollover 668 43% Term Loan Debt 2 325 21% Cash on Balance Sheet 28 2% Total Sources $1,538 100% Uses Amount % Cash to Court Square $250 16% Cash to S1 / Protected Management 213 14% Cash to Balance Sheet 175 11% S1 / Protected Management Rollover 668 43% Paydown Existing Debt 178 12% Fees & Expenses 55 4% Total Uses $1,538 100% Sources and Uses ($m) 1 Valuation Amount PF Shares Outstanding 128.5 Share Price $10.00 PF Equity Value $1,285 (+) PF Net Debt 3 150 PF Enterprise Value $1,435 PF EV / 2021E PF Billings Adj. EBITDA 11.9x PF Net Debt / 2021E PF Billings Adj. EBITDA 1.2x 2021E PF Billings Adj. EBITDA $120 Pro Forma Valuation ($m) Pro Forma Ownership 4 Note: Assumes no redemptions 1. Sources and uses represent the merger of both Protected and System1 into Trebia Acquisition Corp. 2. $400m of total committed debt 3. Represents debt of $325m less cash of $ 175m 4. Excludes impact of warrants, excludes 1.45m sponsor shares and 1.45m sponsor shares which are transferred to management (both are rest ruc tured as an earnout at a $12.50 threshold). Includes 66.75m existing shareholders rollover shares, 10.00m SPAC sponsor shares, and 51.75m SPAC investors shares

 

 

Leading User Acquisition & Monetization Businesses Defining System1’s Public Comparables 40

 

 

Peer Trading Analysis – Operational Benchmarking 41 2020 - 2021 Revenue Growth 31.7% 26.8% 24.3% 22.0% 20.2% 17.4% 14.0% 11.9% Median: 20.2% ( 1) Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies prese nte d are calculated on a Revenue & Adj. EBITDA basis 1. 2020 financials for TechTarget are pro - forma for the BrightTALK acquisition. 2021 - 2022 Revenue Growth 18.6% 27.8% 19.1% 16.2% 16.0% 13.3% 10.4% 6.8% Median: 16.0% EBITDA Margin EBITDA Margin 15.8% 6.5% 33.8% 13.0% 9.4% 28.5% 9.2% 40.0% 17.4% 10.3% 7.8% 16.6% 27.7% 34.2% 10.4% 40.1%

 

 

TEV / 2021 EBITDA TEV / 2022 EBITDA Peer Trading Analysis – Valuation Benchmarking 42 11.9x 42.6x 34.5x 24.9x 23.5x 16.5x 15.7x 11.1x Median: 23.5x 9.1x 30.4x 24.2x 21.7x 15.9x 14.0x 13.2x 10.4x Median: 15.9x Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies prese nte d are calculated on a Revenue & Adj. EBITDA basis

 

 

5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% Regression: TEV / EBITDA vs. Revenue Growth 43 2021 - 2022 Revenue Growth TEV / 2022 EBITDA R 2 = 77.6% Source: FactSet (as of 6/18/21 ) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies prese nte d are calculated on a Revenue & Adj. EBITDA basis

 

 

Appendix 44

 

 

System1 GAAP Historical Statement of Operations 45 Note : 2020 and 2019 figures are from 2020 audit, 2018 figures are from 2019 audit. System1 Holdco's Protected.net investment in 2018 and divestiture in 2020 are presented as discontinued operations in all periods. 2018 figures include Protected.net , while it is excluded from 2019 and 2020. 2018 2019 2020Revenue $269 $407 $476 Operating Costs and Expenses Cost of revenues 183 276 341 Salaries, commissions, and benefits 42 48 56 Selling, general, and administrative 26 20 23 Depreciation and amortization 6 11 14 Total operating costs and expenses $257 $355 $433 Operating Income 12 52 43 Interest Expense 19 26 24 Other Expense - 1 - Income Tax Expense - 1 2 Net Loss ($7) $24 $16 Net Income (Loss) from Continuing Operations (2) 24 16 Net Income (Loss) Attributable to Non-Controlling Interest (5) (15) 47 Net Income (Loss) Attributable to S1 Holdco (7) 9 64 ($ in millions)

 

 

Protected GAAP Historical Statement of Operations 46 2019 2020Revenue $53 $91 Cost of revenues (12) (18) Gross Profit $41 $73 Administrative Expenses (61) (91) Other Operating Income 0 2 Interest Payable and Similar Expenses 0 0 (Loss) / Profit Before Taxation (20) (16) Tax on (Loss) / Profit 0 0 (Loss) / Profit for the Financial Year ($20) ($16) ($ in millions)

 

 

1 2 3 4 5 Non - cash adjustments related to foreign exchange and asset disposals 1 Comprised of distributions to equity holders and non - cash stock based compensation 2 Business lines discontinued in 2020 3 GAAP to billings adjustment for subscription business 4 Includes acquisition related fees and other non - recurring charges 5 Pre - acquisition EBITDA for acquired businesses 6 6 2018 2019 2020 S1 Holdco GAAP Net Income ($2) $24 $16 Taxes - 1 2 Interest 19 26 24 D&A 6 11 14 S1 Holdco GAAP EBITDA $23 $62 $56 Other Income/Expense 1 1 0 Stock-Based Compensation 14 12 9 Discontinued Business Lines (6) (1) 1 Non-Recurring & Restructuring 1 (9) (17) Acq-Related Adjustments (includes Protected) 12 3 13 Pro Forma Adj. EBITDA $45 $68 $62 Adjustment for Difference Between GAAP Revenue and Billings $7 $11 $18 Pro Forma Billings Adj. EBITDA $52 $79 $80 Net Income to Pro Forma Billings Adj. EBITDA Reconciliation 47 ($ in millions) Note : Pro Forma Billings Adj. EBITDA is a billings based metric with respect to subscription revenue. Historical periods include pro forma consolidation of pre - acquisition results. This metric adjusts our similarly titled financial metrics for differences between revenues and billings. The company is not able to reasonably reconcile Pro Forma Bi lli ngs Adj. EBITDA to net income for 2021 and 2022 due to the uncertainty around certain components of GAAP Net Income, including the future mix of subscription terms for existing and new customers, and stock based co mpensation.

 

 

1 2 3 Pre - acquisition revenue and gross profit for acquired businesses Business lines discontinued in 2020 1 2 3 GAAP to billings adjustment for subscription business 2018 2019 2020 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 GAAP Revenue $269 $407 $476 $86 $96 $97 $128 $123 $100 $117 $136 Discontinued Business Lines (53) (40) (6) (9) (11) (8) (13) (5) (0) - - Acq-Related Adjustments (includes Protected) 82 72 92 20 18 19 15 19 22 26 25 Pro Forma Revenue $298 $439 $562 $97 $103 $108 $131 $136 $122 $143 $161 Adjustment for Difference Between GAAP Revenue and Billings 7 11 18 3 1 1 5 4 5 2 6 Pro Forma Billings Adj. Revenue $305 $450 $580 $100 $104 $110 $136 $141 $126 $145 $167 GAAP Gross Profit $86 $132 $135 $27 $31 $33 $41 $36 $26 $33 $39 Discontinued Business Lines (0) (5) (0) (1) (2) (1) (2) (0) (0) - - Acq-Related Adjustments (includes Protected) 12 1 (0) 2 2 2 (4) (3) (4) 3 4 Pro Forma Gross Profit $97 $128 $135 $28 $31 $34 $36 $33 $22 $37 $43 Adjustment for Difference Between GAAP Revenue and Billings 7 11 18 3 1 1 5 4 5 2 6 Pro Forma Billings Adj. Gross Profit $104 $139 $152 $31 $32 $35 $41 $37 $27 $39 $49 1 2 3 GAAP Revenue/Gross Profit to Pro Forma Billings Adj. Revenue/Gross Profit Reconciliation 48 ($ in millions) Note : Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are billings based metrics with respect to subscription revenue. Historical periods incl ude pro forma consolidation of pre - acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. The company is not ab le to reasonably reconcile Pro Forma Billings Adj. Revenue and Gross Profit to their corresponding GAAP metrics due to uncertainty around certain components of GAAP revenue, including the future mix of subscription terms for existing and new customers.

 

 

Peer Public Market Data ( 3) 49 ($ in millions) Share Market Enterprise TEV / Rev TEV / EBITDA Revenue Growth EBITDA Growth s Price Cap ($mm) (1) Val ($mm) (2) CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E NA NA $1,435 1.9x 1.6x 11.9x 9.1x 31.7% 18.6% 50.4% 30.9% 15.8% 17.4% User Monetization $131.49 $6,370 $7,556 4.5x 4.2x 11.1x 10.4x 14.0% 6.8% 10.3% 7.0% 40.0% 40.1% 214.79 2,958 3,397 3.1 2.6 23.5 15.9 22.0% 16.2% 16.9% 48.1% 13.0% 16.6% 41.52 2,711 2,823 4.0 3.1 42.6 30.4 20.2% 27.8% 14.1% 40.1% 9.4% 10.3% 10.05 2,585 2,000 4.5 3.9 15.7 14.0 17.4% 16.0% 19.8% 12.6% 28.5% 27.7% 68.77 1,941 2,072 8.4 7.4 24.9 21.7 24.3% 13.3% 36.9% 14.6% 33.8% 34.2% 33.97 1,026 989 2.2 1.9 34.5 24.2 26.8% 19.1% 55.9% 42.6% 6.5% 7.8% 18.05 988 900 1.5 1.4 16.5 13.2 11.9% 10.4% 26.0% 24.5% 9.2% 10.4% User Monetization Mean 4.0x 3.5x 24.1x 18.5x 19.5% 15.7% 25.7% 27.1% 20.1% 21.0% User Monetization Median 4.0x 3.1x 23.5x 15.9x 20.2% 16.0% 19.8% 24.5% 13.0% 16.6% Company EBITDA Margins ( 4 ) ( 5 ) Source: Company filings, Factset , Capital IQ and Wall Street research. Note: Market data as of June 18, 2021. Financial data excludes amortization of intangibles, the impact of stock - based compensation expense and one - time charges. 1. Market Value based on diluted shares outstanding. 2. Enterprise Value = Market Value + Total Debt + Preferred Stock + Minority Interest - Cash & Equivalents - Short - Term Investments - Long - Term Investments. 3. System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA. 4. Assumes current net debt of $152mm. 5. 2020 financials for TechTarget are pro - forma for the BrightTALK acquisition.

 

 

Summary Risk Factors 50 The list below is a summary of risks that apply to our business and industry, but does not intend to cover all the risks that ma y apply to our business or operations or the industries in which we operate. Our business, financial condition or results of ope rations could be materially and adversely affected by any of the risks listed below, as well as other risks not otherwise identified. Risks related to our business and industry that you should consider and evaluate with respect to the Company, include, but are not lim ited to: • If our responsive acquisition marketing platform (RAMP) is unable to acquire users with relevant commercial intent to our intern et properties or those of our advertisers, we and our network partners may not be able to profitability monetize such users. If we are unable to provide value to our network partners, they may decline to utilize our monetization offerings for such acquired use rs, which would harm our future revenue and operating results. • To the extent that search engines, applications available through app marketplaces and/or social media platforms upon which we r ely for users and first party data limit or increasingly limit, eliminate or otherwise affect our ability to collect, access, process and/or use data about or derived from our users or subscribers, including profile elements such as IP address, device or browser typ e, or search query, our business, financial condition and results of operations could be adversely affected. • We rely on large - scale marketing partners, such as Google, Facebook and Taboola , and our network partners for a significant portion of our user traffic. Traffic acquired and/or referred through these mark eti ng partners also provides [first party] data that improves the predictive power of our responsive acquisition marketing platform, which we leverage to deliver users with the relevant c omm ercial intent to our advertisers or our subscription offerings. If we are unable to maintain relationships with our marketing pa rtners, our business, financial condition and results of operations could be adversely affected. • Recently announced or implemented changes around data privacy and information sharing from some of the largest internet search engines , a dvertising networks, social media platforms, mobile and desktop operating systems and mobile application marketplaces, including those from operated by Apple and Google, may have a negative impact on our business by reducing the a vai lability of data inputs that inform our RAMP platform and drive our results of operations. • Any decline in the supply of advertising or any increases in the costs of this advertising could negatively impact our profitabil ity on monetized traffic by reducing the advertiser demand for available advertising inventory. In addition, if the cost to acqui re users through our various marketing partners increases, it may hinder our ability to achieve our anticipated growth plan due to low er volumes of acquired users. • Marketing or customer acquisition efforts designed to drive users to our various internet properties at sufficient scale to take advant age of our RAMP platform may not be successful or cost - effective. • Our ability to market our internet properties across our user acquisition channels is subject to the policies of the relevant thi rd party seller, marketing affiliate or publisher, including search engines and social media platforms with high levels of traff ic driving users. • Some of our competitors may be more competitively well - positioned in geographical areas or be able to take better advantage of user d emographics or other key attributes, and reduce our overall effectiveness in geographic markets or advertising verticals that we currently serve or may serve in the future. • Our inability to continue to innovate and compete effectively against new advertising products or service offerings, or quickly a dju st to changing market or pricing dynamics vis a vis our competitors could result in reduced levels of engagement of our users an d lower monetization yields, which could adversely affect our business, financial condition and results of operations. • Our revenue is dependent on our arrangements with our key monetization partners, including Google and Bing, and any adverse chang es in these agreements could adversely affect our business, financial condition and results of operations. These arrangements also have significant operational and contractual requirements that we must adhere to, and therefore we are subject to their pra ctices, policy guidelines and dependent on maintaining these relationships with superior policy and network compliance, platf orm enhancements and diligent partner vetting and onboarding. These agreements may generally be terminated immediately or with mi nim al notice and may not be renewed in the future on the same terms and conditions that we currently operate or at all, and the products and monetization services provided under these key arrangements may not be easily replaced with other providers or o n s ubstantially comparable terms. • We operate in a highly competitive environment, with a consistent and growing stream of new products and entrants, improved serv ice offerings, frequent technological developments, changes in industry and regulatory standards, and changes in customer requirements and preferences, and we may not be able to sufficiently keep pace with these developments and offerings or evolv ing technology. • Our future growth plans rely on increasing and improving our direct relationships with advertisers across many industries or vert ica ls, many of which have longer payment cycles than our current group of network partners . • We are subject to risks associated with credit card payments, including credit card fees, which may increase over time, charg eba cks due to fraud or cancellations and the reliance on third - party vendors for payment processing services . • Our projected financial results are based on assumptions that may not materialize and are subject to uncertainties, and our a ctu al results may be materially different.

 

 

Summary Risk Factors (Continued) 51 • Our ongoing business and future prospects would be harmed if there are significant or sudden changes to technologies currently in teg rated into our RAMP platform, which drives a significant portion of our business, including new versions or upgrades of mobil e o r desktop operating systems, search engine algorithms and internet browsers that adversely impact the process by which third pa rty publishing sites or search networks interface with our RAMP platform. • Should the providers of key technology or systems that inform and provide data inputs to our RAMP platform, particularly web bro wsers, search engines, mobile applications, advertising exchanges and native advertising networks, further block, constrain o r restrict our ability to offer or change search properties, or materially change their guidelines, technology or the way they ope rate, our ability to generate revenues from our users’ search activity could be significantly reduced. • Events that could adversely impact our brands and brand - building efforts include: product and service quality concerns, consumer compla ints or lawsuits, changes in consumer and data privacy laws impacting our practices, lack of awareness of the policies of our various businesses or how they are applied in practice, our failure to timely respond to a user, service professional or part ner feedback, ineffective advertising, inappropriate or unlawful actions taken by users, actions taken by governmental or regulat or y authorities, data protection issues and security breaches and related bad publicity. • Our revenue and operating results depend significantly on our ability to retain our existing customers, and add new customers (in clu ding network partners), and any decline in our retention rates or failure to add new customers will harm our future revenue a nd operating results. • Our success depends, in part, on the integrity, quality, efficiency and scalability of our network systems, technology and infras tru cture, and those of key third parties on which we rely, including cloud and/or data processing and data warehousing service p rov iders. • We rely on complex and integrated information technology systems and networks to operate our business, including deploying our R AMP platform. Any significant system or network disruptions could expose us to legal liability, impair our reputation or have a negative impact on our business, financial condition and results of operations. • We may not be able to protect our network systems, technology and infrastructure from the increasing and evolving threat of cybe rat tacks, or insulate ourselves from cyberattacks experienced by third parties. • Improper access to, or misappropriation, destruction or disclosure of confidential, personal/consumer or proprietary data as a result of employee or vendor malfeasance, cyber - attacks, malware and insufficiently protected I.T. systems and/or networks could result in financial loss, regulatory scrutiny, legal liability or harm to our reputation. • We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additiona l t ax liabilities on internet advertising or transactions or on our businesses generally. • The market for programmatic and performance - based advertising is relatively new and evolving rapidly. If this market develops slower or evolves differently than we expect, our business, growth prospects and financial condition would be adversely affected. • Our overall business is sensitive to general economic conditions or trends, particularly those that adversely impact advertising spend levels, con sum er confidence and consumer spending behavior. • Our inability to effectively manage our future growth could cause our businesses to suffer, which could have an adverse effect on ou r financial condition and operating results. • We anticipate that our future growth will require substantial financial and other resources, including to complete targeted acqu isi tions in strategic or complimentary areas, continue research and development of new and enhanced products and services, inves t i n our product and engineering teams and continue to develop, design and secure our I.T. network and systems, and some of these sig nificant investments may not yield anticipated returns. • Advertisers and our network partners can use alternative supply and demand - side platforms, advertising networks and/or advertising exchanges for their programmatic digital advertising buying and selling or customer acquisition needs instead of leveraging our RAMP platform. • The success of our advertising and marketing businesses also depend, in part, on our ability to continue competing for market sha re of available advertising expenditures and budgets, as more traditional offline and emerging media companies continue to enter th e online advertising marketplace . • Our business depends on consumers’ continued and unimpeded access to high - speed internet, and the development and maintenance of the global internet infrastructure. • Unfavorable global economic conditions, including as a result of health, safety, travel and spending/saving concerns related to the impacts of the COVID - 19 pandemic, could adversely affect our business, financial condition or results of operations . • The extent to which ongoing and future developments related to the global impact of the COVID - 19 pandemic and related vaccinatio n measures designed to curb its spread continue to impact our business, financial condition and results of operations, all of wh ich are highly uncertain. Many of these ongoing and future developments are beyond our control, including the speed of contagion , t he development, distribution and implementation of effective preventative or treatment measures, including vaccines (and vaccination rates), the scope of governmental and other restrictions on travel, discretionary services and other activity, an d t he public reactions and receptiveness to these developments.

 

 

Summary Risk Factors (Continued) 52 • We are, and may in the future become, subject to a variety of international, federal, state and local laws and regulations, a s w ell as evolving industry standards and practices, including those affecting consumer privacy and data protection, advertising re gulations, and overall internet - based policies, many of which are changing rapidly, and in some cases, are inconsistent and conflicting or subject to differing interpretations, all of which could subject us to claims or otherwise harm our business. • Our actual or perceived failure to protect consumers’ personal information and/or data, or our ability to engage in business pra ctices that respect users’ privacy could damage our reputation and brand and harm our business and operating results. • If any of the search engines, applications available through various app marketplaces or social media platforms through which we source our traffic, and/or distribute and monetize our products and services were to experience a data or security breach, th ir d parties could gain unauthorized access to our systems and networks as well as the first party data that we maintain with resp ect to our users and subscribers, all of which could indirectly harm the reputation of our brands and businesses and, in turn, ad ve rsely affect our business, financial condition and results of operations. • Our failure to meet content and inventory standards and provide services that our advertisers and inventory suppliers trust c oul d harm our brand and reputation and negatively impact our business, financial condition and operating results. • We may not be able to adequately protect or prosecute our intellectual property rights. • Federal, state and international laws regulating telephone and messaging marketing practices and internet advertising impose obl igations on advertisers, which could increase our costs or reduce our ability to expand our business. • Failure to comply with industry self - regulation could harm our brand, reputation and business. • International expansion subjects us to additional costs and risks that can adversely affect our business, financial condition an d operating results. • Future acquisitions, strategic investments or third - party alliances could disrupt our business and harm our financial condition and operating results. • We may become involved in litigation that could damage our reputation with our monetization partners and/or network partners, an d which could also harm the value of our business. • Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled, div ers e and talented individuals, particularly those with significant relevant industry experience across internet advertising, pro duc t development, engineering, technology infrastructure and data science to build out our business teams and maintain our senior man agement team. • We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants th at restrict or otherwise limit our business and financing activities, including our ability to acquire assets or businesses, inv est in ancillary businesses and make capital expenditures. • Exposure to foreign currency exchange rate fluctuations could negatively impact our operating results. Risks related to the business combination, including that: • The business combination may not achieve the expected or anticipated synergies and benefits of combining System1 and Protecte d, and the integration of these businesses may be more difficult than anticipated. • The post - business combination company will be a holding company, and its only material assets after completion of the business c ombination will be its interests in System1 and Protected. As a result, it will be dependent upon distributions made by its s ubs idiaries to pay taxes, make payments under the tax receivable agreement and pay any dividends. • If the business combination’s benefits do not meet the expectations of investors or securities analysts, the market price of the acquiror’s securities or, following the closing, the post - business combination public company’s securities, may decline. • If we fail to maintain an effective system of internal control over financial reporting in the future, including as required und er Section 404(a) of the Sarbanes - Oxley Act, we may not be able to accurately or timely report our financial condition or result s of operations. • Following the consummation of the business combination, the post - business combination company will incur significantly increased operating expenses and administrative burdens as a public company, including expenses and increased personnel related to lega l, accounting, financial reporting and regulatory matters.