Filed
by Netfin Holdco pursuant to Rule 425
under
the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Netfin Acquisition Corp. (File No. 001-39008)
Commission
File No. for the Related Registration Statement: 333-248486
This
press release set forth below was filed by Netfin Acquisition Corp. on November 9, 2020 as Exhibit 99.1 to a Current Report on
Form 8-K in connection with the proposed business combination among Netfin Acquisition Corp, Netfin Holdco, Netfin Merger Sub
and Triterras Fintech Pte. Ltd.
NETFIN
ACQUISITION CORP. ANNOUNCES POSITIVE RESULTS OF SHAREHOLDER REDEMPTIONS
- Approximately $250 Million in Cash Will Remain in Trust Account -
- Less Than 3% of Public Shares Elected Redemption –
-
Shareholders Are Reminded to Vote in Favor of the Business Combination -
NEW
YORK, NY, November 9, 2020 – Netfin Acquisition Corp. (Nasdaq: NFIN, NFINW) (“Netfin” or the “Company”)
today announced that less than 3% of its public shares were submitted for redemption in connection with the Company's previously
announced business combination with Triterras Fintech Pte. Ltd. (“Triterras Fintech”). As a result, approximately
$250 million will remain in Netfin’s trust account and be released upon the closing of the business combination.
In
addition, Netfin reminds its shareholders to vote in favor of the proposed business combination and other proposals to be presented
to shareholders at the Extraordinary General Meeting (the “special meeting”) scheduled to occur at 9:00 AM Eastern
time on November 10, 2020. Shareholders can submit their proxy votes over the Internet by accessing the Internet website specified
in the proxy card or voting instruction form provided to them.
The
business combination is expected to close as soon as practicable after the special meeting, subject to the satisfaction of the
applicable closing conditions. Upon the closing of the business combination, the combined company will be renamed "Triterras,
Inc." and its ordinary shares will trade on The Nasdaq Stock Market (“Nasdaq”) under the ticker symbol "TRIT".
About
Triterras Fintech
Triterras
Fintech is a leading fintech company focused on trade and trade finance. It launched and operates Kratos™—one of the
world’s largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source
capital from lenders directly online. For more information, please visit triterras.com or email us at contact@triterras.com.
About
Netfin Acquisition Corp.
Netfin
is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses, focused on the financial technology, technology and
financial services industries, including businesses engaged in commercial, online and mobile banking and payments, trade finance
and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the financial services
sector. For more information, visit www.netfinspac.com.
Forward
Looking Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Netfin’s and Triterras Fintech’s actual results may differ
from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, Netfin’s and Triterras Fintech’s expectations with respect to future performance and anticipated financial
impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of
the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results. Most of these factors are outside Netfin’s
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome
of any legal proceedings that may be instituted against Netfin or Triterras Fintech following the announcement of the business
combination; (2) the inability to complete the business combination, including due to failure to obtain approval of Netfin’s
shareholders or other conditions to closing in the definitive agreement relating to the business combination (the “Business
Combination Agreement”); (3) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the
inability to meet Nasdaq’s listing requirements following the business combination; (5) the impact of COVID-19 on Netfin
or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations as a result of the announcement
and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably
and retain its key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10)
the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected by other economic, business,
and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the business combination, including those under “Risk Factors” in the Registration Statement (as defined
below), and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors is not exclusive.
Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based.
Important
Information about the Business Combination and Where to Find It
In
connection with the proposed business combination, Netfin Holdco, a Cayman Islands exempted company, has filed with the SEC a
registration statement on Form F-4 (the “Registration Statement”) which includes a proxy statement/prospectus and
certain other related documents, which comprise both the proxy statement distributed to Netfin’s shareholders in connection
with Netfin’s solicitation of proxies for the vote by Netfin’s shareholders with respect to the business combination
and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale
of certain the securities of Netfin Holdco to be issued in the business combination. Netfin’s shareholders and other
interested persons are advised to read the definitive proxy statement/prospectus included in the Registration Statement and the
amendments thereto, as these materials contain important information about the parties to the Business Combination Agreement,
Netfin and the business combination. The Registration Statement was declared effective on October 29, 2020 and the definitive
proxy statement/prospectus was mailed on or about October 30, 2020 to shareholders of record as of October 12, 2020, the record
date for the special meeting. Shareholders can obtain copies of the definitive proxy statement/prospectus and other documents
filed with the SEC, without charge at the SEC’s web site at www.sec.gov, or by directing a request to: Netfin Acquisition
Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Participants
in the Solicitation
Netfin
and its directors and executive officers may be deemed participants in the solicitation of proxies from Netfin’s shareholders
with respect to the business combination. A list of the names of those directors and executive officers and a description of their
interests in Netfin is contained in the Registration Statement and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022, Attention:
Gerry Pascale, Chief Financial Officer, (972) 979-5995.
Triterras
Fintech Contact:
Jim
Groh
(678)
237-7101
Netfin
Investor Relations Contact:
Gateway
Investor Relations
Cody
Slach and Matt Glover
(949)
574-3860
NFIN@gatewayir.com
Netfin
Company Contact:
Marat
Rosenberg, Founder & President
(972)
757-5998
3
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