System1, Inc.

System1, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Q1 2023 Quarterly Report”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Q1 2023 Quarterly Report within the prescribed time period without unreasonable effort or expense. The Company requires additional time to close its books and prepare and review its financial statements in order to ensure adequate disclosure of the financial information required to be included in the Q1 2023 Quarterly Report. On March 15, 2023, management and the Audit Committee of the Company’s Board of Directors concluded that identified accounting errors impacting the Company’s previously issued unaudited condensed consolidated quarterly financial statements for the first three calendar quarters of fiscal year 2022 were material and will require a restatement of the Company’s financial statements filed on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 (the “2022 Form 10-Q Filings”). As a result of this determination, the Company has been focused on (i) finalizing the purchase accounting related to previously disclosed acquisitions, (ii) the correction of additional, including previously identified, errors in the 2022 Form 10-Q Filings, (iii) finalizing the Company’s financial close reporting process related to each of the amended 2022 Form 10-Q Filings and (iv) finalizing its financial close reporting process for the fiscal year ended December 31, 2022. The Company also concluded that a material weakness exists related to its goodwill impairment testing, which will result in an adjustment amount of between $330.0-$350.0 million with respect to the impairment of goodwill for the quarterly period ended September 30, 2022

The Registrant is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) in a timely manner because it requires additional time to close its books and records, complete its financial statement preparation and finalize its review process. The additional time required to close the Registrant’s books and records includes, but is not limited to: (i) the evaluation and quantification of identified accounting errors in the historical 2022 quarterly reporting periods, (ii) the completion of the purchase accounting for business combinations which closed during the year ended December 31, 2022 and (iii) the 2022 goodwill impairment analysis to determine the amount of goodwill impairment and the evaluation of the period in which an impairment of goodwill originated. On March 15, 2023, management and the Audit Committee of the Registrant’s Board of Directors concluded that identified accounting errors impacting the Registrant’s previously issued 2022 unaudited condensed consolidated quarterly financial statements were material and will require a restatement of the Registrant’s financial statements filed on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 (the “Form 10-Q filings”). The Registrant filed a form 8-K on March 17, 2023 related to the restatement of the Form 10-Q filings for each of these quarterly reporting periods. The Registrant is also evaluating the associated impacts on its internal control over financial reporting as of December 31, 2022. It is possible that as the Registrant completes the items noted above that additional material weaknesses could be identified. The Registrant plans to obtain additional financing, which is expected to close prior to the filing of the 2022 Form 10-K. The Registrant expects to file the Annual Report for the year ended December 31, 2022 as soon as practicable

The Registrant is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) in a timely manner because it requires additional time to close its books and records, complete its financial statement preparation and finalize its review process. The additional time required to close the Registrant’s books and records includes, but is not limited to: (i) the evaluation and quantification of identified accounting errors in historical 2022 quarterly reporting periods related, (ii) the completion of the purchase accounting for business combinations which closed during the year ended December 31, 2022 and (iii) the 2022 goodwill impairment analysis to determine the amount of goodwill impairment and the evaluation of the period in which an impairment of goodwill originated. Further, the Registrant continues to evaluate the materiality of identified accounting errors impacting previously issued 2022 quarterly financial statements, which could result in a revision, or if deemed material, a restatement of our financial statements filed on Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. The Registrant is also evaluating the associated impacts on its internal control over financial reporting as of December 31, 2022. It is possible that as the Registrant completes the items noted above that additional material weaknesses could be identified. The Registrant plans to obtain additional financing, which is expected to close prior to the filing of the 2022 Form 10-K. The Registrant expects to file the Annual Report for the year ended December 31, 2022 as soon as practicable

System1, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “Quarterly Report”). For the reasons and circumstances set forth below, the Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense. On January 27, 2022, the Company, a special purpose acquisition company, completed a business combination (the “Merger”) with S1 Holdco, LLC (“S1 Holdco”) and System1 SS Protected Holdings, Inc. (“Protected”), among other parties, which resulted in an Up-C structure with respect to S1 Holdco. System1, Inc. was deemed the accounting acquirer of S1 Holdco and Protected, while S1 Holdco was deemed the predecessor entity for financial reporting purposes. In addition, during the period covered by the Quarterly Report, the Company acquired RoadWarrior, LLC (“RoadWarrior”) in February 2022 and acquired NextGen Shopping, Inc. (d/b/a “CouponFollow”) in March 2022. Due to the impact of the timing of the completion of the Merger and the Company’s acquisitions of RoadWarrior and CouponFollow during the quarterly period ended March 31, 2022, including the complexity of accounting for the purchase price allocation for each of the identified transactions, as well as the tax consequences related to the Up-C structure, the Company requires additional time to prepare the financial statements and the accompanying notes disclosed in the Quarterly Report. The Company intends to file the Quarterly Report no later than May 23, 2022

Trebia Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Q3 2021 Form 10-Q”) by the prescribed due date for the reasons described below. As disclosed in Item 4.02 of the current report on Form 8-K filed by the Company today, on November 16, 2021, the Company’s management determined that its Class A ordinary shares have been classified as temporary, rather than permanent equity and that it will therefore be required to restate the previously issued financial statements for the balance sheet as of June 19, 2020 included in the Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2020, the period ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on June 23, 2021, and the periods ended June 30, 2020, September 30, 2020, March 31, 2021 and June 30, 2021 as included in the Company’s quarterly reports on Form 10-Q as filed on August 14, 2020, November 12, 2020, July 2, 2021, and August 23, 2021, respectively. Given the scope of the process for restating the appropriate financials, the Company was unable to complete and file the Q3 2021 Form 10-Q by the required due date of November 15, 2021 without unreasonable effort and expense. Forward-Looking Statements This Form 12b-25 contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by words such as “anticipate,” “estimate,” “will,” “predict,” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding the filing of the Quarterly Report on Form 10-Q. These expectations may or may not be realized

The Quarterly Report on Form 10-Q for the period ended June 30, 2021 (the “Form 10-Q”) of Trebia Acquisition Corp. (the “Company”) could not be filed within the prescribed time period without unreasonable effort or expense due to delays in compiling information required to be included in the Form 10-Q and the requirements for the Company to include inline XBRL tags in its filing. The Company is working diligently to complete the Form 10-Q as soon as possible and expects to file such report within five calendar days hereof

Trebia Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below. On April 12, 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as Trebia Acquisition Corp. (the “Company”). In connection with such statement, the Company revisited its accounting for its public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”), as well as for the forward purchase agreement entered into with the Company’s anchor investor (the “FPA”), and determined that the Warrants and FPA should be treated as derivative liabilities, with changes in fair value each period reported in earnings, pursuant to Accounting Standards Codification Subtopic 815-40, Contracts in Entity's Own Equity, rather than as components of equity as the Company previously treated the Warrants and as a disclosed contractual obligation in the case of the FPA. The Company’s accounting for the Warrants and FPA as components of equity and a disclosed contractual obligation, respectively, rather than as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cashflows or cash

Trebia Acquisition Corp.’s auditor is in the process of completing the audit of the financial statements for the period ended December 31, 2020, and believes that the subject Annual Report on Form 10-K will be available for filing on or before April 15, 2021