Item 2.01. Completion of Acquisition or Disposition of Assets

Backstop Agreement



As previously disclosed in the Current Report on Form 8-K filed on June 29, 2021
by Cannae Holdings, Inc., a Delaware corporation ("Cannae") with the Securities
and Exchange Commission (the "SEC"), on June 28, 2021, Trebia Acquisition Corp.
("Trebia") entered into a Business Combination Agreement (the "Business
Combination Agreement") by and among Trebia, S1 Holdco LLC, a Delaware limited
liability company ("S1 Holdco"), System1 SS Protect Holdings, Inc., a Delaware
corporation ("Protected"), and the other parties named therein. The Business
Combination Agreement provided for, among other things, the consummation of
certain transactions whereby each of (i) System1, LLC, a Delaware limited
liability company and the current operating subsidiary of S1 Holdco, and (ii)
Protected.net Group Limited, a private limited company organized under the laws
of the United Kingdom and the current operating subsidiary of Protected, become
subsidiaries of Trebia (the "Business Combination").

In connection with the consummation of the Business Combination, Trebia and
Cannae entered into that certain Backstop Facility Agreement (as amended, the
"Backstop Agreement") whereby Cannae agreed, subject to the other terms and
conditions included therein, at the BPS Closing (as defined in the Backstop
Agreement), to subscribe for Trebia Class A Common Stock in order to fund
redemptions by shareholders of Trebia in connection with the Business
Combination, in an amount of up to $250,000,000 (the "Cannae Subscription"). In
connection with Cannae's entry into the Backstop Agreement, the Sponsors (as
defined below) agreed, among other things, to forfeit up to 3,628,451 shares of
Trebia common stock (and Trebia has agreed to issue to Cannae up to 2,628,451
shares of Trebia Class A Common Stock and up to 1,000,000 shares of Trebia Class
A Common Stock to certain equityholders of the target entities, in an aggregate
amount equal to such forfeiture) as consideration in the event that the backstop
amounts set forth in the Backstop Agreement are drawn due to redemptions.

The foregoing description of the Backstop Agreement is not complete and is
qualified in its entirety by reference to the Backstop Agreement, the form of
which is attached as Exhibit 10.1 to Cannae's Current Report on Form 8-K filed
with the SEC on June 29, 2021 and incorporated herein by reference.

On January 27, 2022, the transactions contemplated by the Backstop Agreement,
including the Cannae Subscription, were consummated. Immediately following the
consummation of the Cannae Subscription, the Business Combination was
consummated.


Item 7.01.         Regulation FD Disclosure



On January 27, 2022, Cannae issued a press release announcing the consummation
of the Business Combination and the Cannae Subscription. A copy of the press
release issued by the Cannae is attached hereto as Exhibit 99.1. The information
in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to liabilities, nor shall it be deeded to be incorporated by reference
in any filing under the Securities Act or Exchange Act.


                 Item 9.01.         Financial Statements and Exhibits


(d) Exhibits.
        Number               Description
         99.1                  P    ress Release of Cannae Holdings, Inc.    , dated January 27,
                             20    22
          104                Cover Page Interactive Data File - the cover page XBRL tags are embedded
                             within the Inline XBRL document.

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