SST - low float SPAC merger with options (here we go again)

Research & Analysis SPACs
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Today the ticker change became official as TRIT SPAC became SST.

The 8k can be found here: Inline XBRL Viewer

The new company is System1 (https://system1.com/) which operates a marketing platform

During the redemption phase prior to the vote 98.6% of the public shares were redeemed leaving a tradable float of only 703,000 shares. Insiders own 67.25% of shares with Sponsors owning 32.07%.

It appears to have regular lockups and while some shares may be able to be unlocked prior to the 180 days none have been registered so for sure are not tradable right now. More research required on any early unlocks available.

Big thin here is that SST also has options. As I write this the 10C has 5,341 Oi and 144 VOL and the 12.5c HAS 2,227 OI and 2,024 VOL

Has high potential here for a “low float squeeze”. It does not benefit from the NAV floor that ESSC had but has 1/3rd the tradable shares.

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If my math is correct with the 703,000 float that puts the OI of the 10c at 75.97%
And with the 12.5 at 107.57%
How high are we looking for to expect a gamma squeeze? Good find

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I have not looked much into this yet, but the price movement shows me that if we were to play this, the entry would need to be when the price was around 9-10. I don’t like buying in on this run-up already but will watch this. Most probably too late and not worth the risk here.

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It looks like this behaved as we expected of a reddit pump and dump. From @thespacinvestor on TF chat:

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This may still be viable in the future, but take caution not to FOMO right now.

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I found this language in the 8K concerning backstop shares:
Form of Bylaws

Pursuant to the form of Bylaws referenced in the Original Business Combination Agreement (the “Original Form of Bylaws”), shares issued as Closing Seller Equity Consideration, including shares received in connection with certain redemptions or exchanges pursuant to S1 Holdco’s LLC operating agreement, were subject to lockup provisions except for an amount of shares issuable to certain parties to the Original Sponsor Agreement (as defined below), which amount was equal to 50% of the total shares issued such parties. Pursuant to the amended form of Bylaws referenced in the Business Combination Agreement as a result of the BCA Amendment, the Additional Backstop Purchase Shares (as defined below) and the Additional Cannae Founder Shares (as defined below) will not be subject to such lockup provisions.

I guess the question is if an EFFECT needs to be filed for these backstop shares to trade but is concerning. I exited the trade at $13.

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Just making a few notes as I try to go through the 8K form.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note -Domestication and Merger Transaction” above is incorporated into this Item 2.01 by reference.

An extraordinary general meeting of Trebia stockholders was held on January 20, 2022 (the “Extraordinary General Meeting”), where the Trebia stockholders considered and approved, among other matters, a proposal to approve the entry into the Business Combination Agreement (and consummate the transactions contemplated thereby).

Prior to the Extraordinary General Meeting, holders of 51,046,892 Trebia Class A Ordinary Shares exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate of $510,468,920 (the “Redemptions”). After giving effect to the Redemptions, there were 703,108 shares of System1 Class A Common Stock and 25,483,334 System1 warrants outstanding. Upon the consummation of the Business Combination as of the close of business on January 27, 2022, Trebia’s ordinary shares, warrants and units ceased trading on the New York Stock Exchange (“NYSE”), and System1’s Class A Common Stock and warrants began trading on the NYSE on January 28, 2022 under the symbols “SST” and “SST.WS,” respectively. Immediately after giving effect to the Business Combination, (1) Trebia’s public shareholders owned approximately 0.68% of the outstanding System1 common stock, (2) Old System1 equity holders (without taking into account any public shares held by Old System1 equity holders prior to the consummation of the Business Combination) owned approximately 67.25% of the outstanding System1 common stock and (3) the Sponsors and their related parties collectively owned approximately 32.07% of the outstanding System1 common stock."

The 8-K/A can be found here: https://newsfilter.io/a/bc1f229a6e31f8da26329c0d1f0bbf03

Found from Stocktwits, this is a list of current ownership:

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Obviously sentiment on this is picking up fast on reddit, but was pump and dumped earlier in the day. If the float is 703,108; we’ve got a potential play if both 10c AND 12.5c 2/18 expiry are ITM. The stock briefly touched $13 before falling back to about $11.70 or so for the day.

Hoping someone smarter than me can decipher more of the 8K than I can. This seems to be a harder play since I didn’t find anything mentioning an NAV, but I don’t think there is one, since the redemptions have already been done at the meeting on 1/20/22 for $10.00 per share.

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I found the S4 I am sifting through it now. Here is the link if anyone wants to look at it too:

Form 424B3. Backstop agreement lingo is in this form under ‘Annex J’. Page 143 has more backstop info on Trebia and Cannae. I’m gonna be honest maybe it’s cause it’s late but I don’t understand most of it. I will revisit in the morning and see if I can make sense of it:
https://sec.report/Document/1805833/000119312521366331/d198034d424b3.htm#rom198034_109

This form has more specific backstop info regarding each specific backstop investor and I think it is more recent:
https://sec.report/Document/0001193125-22-005864/

Sorry its like 1 AM so sorry if I messed up the links.

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These deep ITM call transactions are kinda interesting for today.

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Any idea why this is dropping PM on no news? What am I missing?

Edit: obviously it is to be expected of a low-float, but just wondering.

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@JellyPowered

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I believe the option chain was extended today. Decent price action in the last 30 minutes. Anyone else following this now?

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There is absolutely no ramp on this. They may pump it, but it’ll fail very abruptly. Looking into the float, but I honestly don’t have a ton of interest in this chain as it stands.

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Following it with put debit spreads.

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RE: Someone asking how to play these in TF.

So similar to ESSC’s early December run, morons think that low float = moon so P&Der’s will call it out as a setup despite there being no chain at all (like SST at the moment). It’ll get a pump and possibly run a little, but the run is short-lived because it takes a while for the OI to accumulate properly.

What ends up happening though is that these initial runs set up your “beginner ramp” as retail FOMOs into deep OTM strikes during the first “pop” and just leave them because they become worthless faster than they sell. So you absolutely can play these pumps, but cut quick and don’t expect moon because it ain’t happening.

When these setups become interesting to us is after the first dump where we’ll often see OI start to accumulate and fortify the ramp that was created. So with that said, you are free to watch and play SST, but it won’t be of interest to us until the chain is more developed.

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Just looked at the option chain and from trading Friday it looks like there’s been a lot of FOMO in on the 12.5c… Really strange is how much 2.5c volume there is (649).

Not touching, but interesting to watch.

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The biggest flows were the deep ITMs. Note that the 2.5c were from two transactions. Not entirely sure what to make of this.

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My tinfoil recollection is that on past ‘squeeze’ plays, such as peak BBIG and ATER, we saw similar super large size deep ITM calls being slammed and social media would share the flows showing that’s a bullish sign that ‘whales are loading up’, but if I remember correctly, the squeezes seemed to end soon after those flows. Very strange, and it’s just my vague recollection now, but just wanted to throw that out there.

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Post from Sloppy this morning. Interesting take.

System1 ($SST) DD - Retail About to Run the Jewels (703k float; 150%-ish SI)

System1 ($SST) DD - Retail About to Run the Jewels (703k float; 150%-ish SI)

Heyo, your spire captain is back for the rebirth of the deSPAC (never forget). We rode the rocket +95% last chapter and I missed you all so much that it felt right to get the gang back together again.

I was in-spir-ed while gnawing on cold off brand pop tarts pondering “what happened to the squeeze”? Every idea has been a dumpster fire for retail and pockets of reddit look like the Donner party (amiright?). Even MTCH, WSB was right and the company flopped on earnings, yet it rockets?

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Retail keeps losing because institutions have been selling into retail’s rip on name brand tickers. Bond rates are on the rise and tutes are pivoting away from equities. It’s the re-redistribution of wealth to boomer ass bonds. Your friends are telling you to buy puts but you’re watching the steep premium melt into the pockets of market makers.

We’re taking the goddamn ball but we’re going to a place tutes can’t go. You heard me. That place is ultra low float deSPAC and the new playground is $SST (System1).

Tutes can’t touch SST for a couple of reasons:

  • 98.6% redemptions leave only 703,108 shares. Small fish to tutes so they don’t care to touch.
  • The entire float is actually locked in option delta hedging. Not talking simply ITM OI degenerates; I did the ACTUAL calculations (more on that later). Leaving no shares for tutes to buy.
  • Tutes have too much money…. They can’t play in low float because it’s a liquidity trap. They’d scorch the earth they need to plow if they tried.
  • No short shares available. Zip, zero, nada ya tuna fish smelling boomer. Major shorting can be inferred by 100 utilization leading up to Jan 31st and I estimate SI to be 150%ish. That’s important, read on.

The conditions make this an edge case in the market, we’ve seen edge cases before; crazy SI (GME), crazy low float + options (IronN3t) or a mix of both. Tutes can’t sell into retail’s rip because they got nothing to sell or short, so let’s make some money.

Business Combo Dumbo

The deSPAC is back. You might be smelling something like another favorite deSPAC from episode September that rhymed with Ironjet (ehhh?). That gem was born out of a high redemption, forgotten world of SPACs. Sound familiar to the current state of the world?

SST completed its SPAC business combination on 1/27. The ticker changed from TREB to SST. In the middle of this rebirth, 98.6% of the free float was redeemed leaving only 703,108 shares available. See the snipped from the super 8k (here):

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Now before you get your panties in a wod about $50mm of backstop investors, let’s point out those aren’t registered. Currently, the shares registered via the proxy of 64,530,520 were the original 51,750,000 TREB shares plus 14,625,000 original founder shares minus forfeited founder shares. Registering those shares typically takes 30-45 days which means end of February into March. Founder shares are subject to lock up. We gucci homies.

How about the heavy handed PIPE? My friends, we have none here. No PIPE boxing shares, no selling calls, and no PIPE rug pulling. They don’t exist in this deal.

For more fundamentals, and what this company actually does I defer to this bro (here). Not here for that right now, just know it’s not a shitco.

Calc-ul-us for Idiots

Let’s calculate option hedging using net delta dynamics as price changes; assume calls are long and puts are short. The amount of shares MMs hedge depends on IV and price action. So I simulate it and make fancy charts.

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This rigorous calculation shows that 100% of the float is currently hedged in options at $10.60. Btw this stock probably shouldn’t have options. Anyway, things get crazy above this price where we see potential for 150% to 200% of free float. This is why there isn’t liquidity. The MMs are bag holding it.

Options locking up the float is further corroborated by (1) most days 70% of volume is darkpool (2) deep ITM calls are being purchased in blocks end of day by MMs to reduce price impact. The timing of these deep itm purchases match the timing of other despac squeezes – eod.

Liquidity Flaccidity (that’s a real fucking word, can you believe it?)

SST slides across the chart on little volume. 3,000 to 4,000 volume can produce a 1-2% price move. Takes one person buying (65) $10 calls which, in the big picture, is nothing. Imagine how much this moves with option action like we’ve seen on other SPAC/deSPAC flavors.

Zoom out and we can see beyond the flat trading. Last week a falling wedge resulted in a big breakout. If we look at the current setup, we see the same.

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We look for a double bottom followed by an upward break out. At that point, I think this can clear $14 and potentially higher. Not sure if it happens today or tomorrow but my crayons show the wedge is tightening.

Shorties got Hell to Pay

We’ll look at FINRA short data because it’s not a calculation. It hard data:

12/15/21 …. 153,000 …. 13% utilization

12/31/21 …. 554,000 …. 58% utilization

1/15/22 …. 733,000 …. 61% utilization

1/31/22 …. ? ? ? ? ? …. 98% utilization

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Back in mid-January, shorts were the smartest traders in the room. Hammering the SI up to 100% of free float; leaving some juice in utilization (61%). Price clearly dropped after the NAV floor was removed.

Later in January though, price got squirrelly and jumped above $10. Shorts decided to double down and go for 100% utilization because stonks only go down. This stonk didn’t.

If the utilization was only 61% when 733,000 shorts were opened then how many shorts are there now with 100% utilization? I did some linear regression like a retarded magician and got something like 1.1mm shorts. If that’s true, we’re talking about 156% of float is shorted….

So why isn’t this on anyone’s radar? Cause Ortex sucks at float calculations and those numb nuts think the float is 75mm. Ortex doesn’t account for redemptions and lock ups. (Actually his name is James and he’s a really nice guy. James, please forgive me but it’s for the peeps).

Here’s where things get exciting. FINRA reports short data for 1/31/22 this Wednesday (2/9). The short data for the double dip to 100% utilization is posted. When that data exposes the shorts, we could see fireworks.

Wrap it up Buhler

We’ve got an optionable deSPAC in a corner of the market that tutes can’t and won’t touch. Meanwhile, shorts are underwater and out of ammunition and we estimate short interest to be near 150%. Grab another canister of kerosene, MMs have 100% of the float locked up in options delta hedging. With liquidity so low at 703,108 shares, retail can run the jewels.

Keep in mind, none of these punks thinks we’ll light the match. SPACs and deSPACs alike have been left for dead. Surprise mother fuckers, we’re back!

Positions:

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Correct me if I’m dumb, but the bot says short shares total 222k. Why the discrepancy?

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Looks like it is moving again. I’m back in with a small position.

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This is still retail pump, there’s not enough chain here to run it, see this previous comment for what’s going on:

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