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EX-99.2 - EX-99.2 - Trebia Acquisition Corp.a2241897zex-99_2.htm
EX-99.1 - EX-99.1 - Trebia Acquisition Corp.a2241897zex-99_1.htm
EX-10.13 - EX-10.13 - Trebia Acquisition Corp.a2241897zex-10_13.htm
EX-10.12 - EX-10.12 - Trebia Acquisition Corp.a2241897zex-10_12.htm
EX-10.11 - EX-10.11 - Trebia Acquisition Corp.a2241897zex-10_11.htm
EX-10.10 - EX-10.10 - Trebia Acquisition Corp.a2241897zex-10_10.htm
EX-10.9 - EX-10.9 - Trebia Acquisition Corp.a2241897zex-10_9.htm
EX-10.8 - EX-10.8 - Trebia Acquisition Corp.a2241897zex-10_8.htm
EX-10.7 - EX-10.7 - Trebia Acquisition Corp.a2241897zex-10_7.htm
EX-10.6 - EX-10.6 - Trebia Acquisition Corp.a2241897zex-10_6.htm
EX-10.5 - EX-10.5 - Trebia Acquisition Corp.a2241897zex-10_5.htm
EX-10.4 - EX-10.4 - Trebia Acquisition Corp.a2241897zex-10_4.htm
EX-10.3 - EX-10.3 - Trebia Acquisition Corp.a2241897zex-10_3.htm
EX-10.2 - EX-10.2 - Trebia Acquisition Corp.a2241897zex-10_2.htm
EX-10.1 - EX-10.1 - Trebia Acquisition Corp.a2241897zex-10_1.htm
EX-4.1 - EX-4.1 - Trebia Acquisition Corp.a2241897zex-4_1.htm
EX-3.1 - EX-3.1 - Trebia Acquisition Corp.a2241897zex-3_1.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2020

TREBIA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands   001-39331   98-1531250
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
41 Madison Avenue, Suite 2020
New York, NY

(Address of principal executive offices)
  10010
(Zip Code)

(646) 450-9187
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant   TREB.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   TREB   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   TREB WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

   


Item 8.01    Other Events.

        On June 16, 2020, the Registration Statement on Form S-1 (File No. 333-238824) (the "Registration Statement") relating to the initial public offering (the "IPO") of Trebia Acquisition Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed, on June 16, 2020, a registration statement on Form S-1 (File No. 333-239221) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On June 19, 2020, the Company consummated the IPO of 51,750,000 units (the "Units"), including the issuance of 6,750,000 Units as a result of the underwriters' exercise in full of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share ("Class A Ordinary Shares"), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per share, generating gross proceeds to the Company of $517,500,000.

        On June 16, 2020, the Company effected a stock dividend with respect to the Company's Class B ordinary shares, par value $0.0001 per share, of 2,156,250 shares thereof, resulting in the Company's initial stockholders holding an aggregate of 12,937,500 founder shares.

        Substantially concurrently with the closing of the IPO, the Company completed the private sale of 8,233,334 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, to the Company's sponsors, BGPT Trebia LP (the "Bridgeport Sponsor") and Trasimene Trebia, LP (the "Trasimene Sponsor" and, together with the Bridgeport Sponsor, the "Sponsors"), generating gross proceeds to the Company of approximately $12,350,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that, so long as they are held by the Sponsors or their permitted transferees: (i) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Class A Ordinary Share equals or exceeds $10.00 (as adjusted)), (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsors until 30 days after the completion of the Company's initial business combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

        A total of $517,500,000, comprised of the proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (a) the completion of the Company's initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to shareholders' rights or pre-initial business combination activity and (c) the redemption of all of the Company's public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

        On June 16, 2020, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association and entered into the following agreements previously filed as exhibits to the Company's Registration Statement:

    A Warrant Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

2


    An Investment Management Trust Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

    A Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein.

    A Private Placement Warrants Purchase Agreement, dated June 16, 2020, between the Company and the Sponsors.

    An Administrative Services Agreement, dated June 12, 2020, between the Company and BGPT Trebia LP.

    A Letter Agreement, dated June 19, 2020, between the Company and the Sponsors.

    A Letter Agreement, dated June 19, 2020, between the Company and each of its officers and directors.

    An Indemnity Agreement, dated June 19, 2020, between the Company and William P. Foley, II.

    An Indemnity Agreement, dated June 19, 2020, between the Company and Frank R. Martire, Jr.

    An Indemnity Agreement, dated June 19, 2020, between the Company and Lance Levy.

    An Indemnity Agreement, dated June 19, 2020, between the Company and Mark D. Linehan.

    An Indemnity Agreement, dated June 19, 2020, between the Company and James B. Stallings.

    An Indemnity Agreement, dated June 19, 2020, between the Company and Paul Danola.

    An Indemnity Agreement, dated June 19, 2020, between the Company and Tanmay Kumar.

        On June 16, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On June 19, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO and the exercise in full of the underwriters' over-allotment option.

3


Item 9.01    Financial Statements and Exhibits.

        (d)   Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.   Description of Exhibits
3.1   Amended and Restated Memorandum and Articles of Association.

4.1

 

Warrant Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

10.1

 

Investment Management Trust Agreement, dated June 19, 2020, between the Company and Continental Stock Transfer & Trust Company.

10.2

 

Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein.

10.3

 

Private Placement Warrants Purchase Agreement, dated June 16, 2020, between the Company and the Sponsors.

10.4

 

Administrative Services Agreement, dated June 12, 2020, between the Company and BGPT Trebia LP.

10.5

 

Letter Agreement, dated June 19, 2020, between the Company and the Sponsors.

10.6

 

Letter Agreement, dated June 19, 2020, between the Company and each of its officers and directors.

10.7

 

An Indemnity Agreement, dated June 19, 2020, between the Company and William P. Foley, II.

10.8

 

An Indemnity Agreement, dated June 19, 2020, between the Company and Frank R. Martire, Jr.

10.9

 

An Indemnity Agreement, dated June 19, 2020, between the Company and Lance Levy.

10.10

 

An Indemnity Agreement, dated June 19, 2020, between the Company and Mark D. Linehan.

10.11

 

An Indemnity Agreement, dated June 19, 2020, between the Company and James B. Stallings.

10.12

 

An Indemnity Agreement, dated June 19, 2020, between the Company and Paul Danola.

10.13

 

An Indemnity Agreement, dated June 19, 2020, between the Company and Tanmay Kumar.

99.1

 

Press Release, dated June 16, 2020.

99.2

 

Press Release, dated June 19, 2020.

4



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    TREBIA ACQUISITION CORP.

Date: June 22, 2020

 

By:

 

/s/ TANMAY KUMAR

        Name:   Tanmay Kumar
        Title:   Chief Financial Officer

5




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