3//SEC Filing
JDI & AFH Ltd 3
Accession 0000899243-22-009796
CIK 0001805833other
Filed
Mar 6, 7:00 PM ET
Accepted
Mar 7, 8:29 PM ET
Size
13.3 KB
Accession
0000899243-22-009796
Insider Transaction Report
Form 3
Just Develop It Ltd
10% Owner
Holdings
- 28,650,499(indirect: By J&A)
Class A Common Stock
Warrants (right to buy)
→ Class A Common Stock (500,000 underlying)
JDI & AFH Ltd
10% Owner
Holdings
- 28,650,499(indirect: By J&A)
Class A Common Stock
Warrants (right to buy)
→ Class A Common Stock (500,000 underlying)
Footnotes (3)
- [F1]Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), System1 SS Protect Holdings, Inc. ("Protected") and the other parties signatory to that certain Business Combination Agreement, dated as of June 28, 2021 (as amended on November 30, 2021, January 10, 2022 and January 25, 2022).
- [F2]JDI & AFH Limited ("J&A") is a private limited company organized under the laws of England and Wales, whose controlling stockholder is Just Develop It Limited ("JDIL"), a private limited company organized under the laws of England and Wales. JDIL may be deemed to indirectly beneficially own the securities held by J&A. Christopher Phillips, a director of the Company, is a director of J&A and JDIL. JDIL's controlling stockholder is Christopher Phillips. Mr. Phillips has voting and dispositive power over the securities held by J&A and JDIL and thus may be deemed to beneficially own the shares held by J&A and JDIL, Phillips but disclaims such beneficial ownership except to any pecuniary interest therein. Mr. Phillips has filed separate Section 16 forms regarding his deemed beneficial ownership of these shares.
- [F3]Upon the closing of the Business Combination, JDIL acquired the warrants from BGPT Trebia, LP at a price of $1.50 per warrant share . Each whole warrant ("Warrant") entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable 30 days after the completion of the Business Combination, and will expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).
Issuer
System1, Inc.
CIK 0001805833
Entity typeother
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001909640
Filing Metadata
- Form type
- 3
- Filed
- Mar 6, 7:00 PM ET
- Accepted
- Mar 7, 8:29 PM ET
- Size
- 13.3 KB