Item 7.01.
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Regulation
FD Disclosure.
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On
September 16, 2020, Triterras Fintech Pte Ltd. (“Triterras Fintech”) issued a press release announcing that its Kratos™
marketplace facilitated approximately $5 billion of total trade and trade finance volume in the six months ended August 31, 2020.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1.
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 (“Holdco”), 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 will be both the proxy statement to be 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 the securities of Triterras to be issued in the business combination. Netfin’s shareholders and other interested
persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and the amendments
thereto and the definitive proxy statement/prospectus, as these materials contain important information about the parties to the
Business Combination Agreement, Netfin and the business combination. After the Registration Statement is declared effective,
the definitive proxy statement/prospectus will be mailed to Netfin’s shareholders as of a record date to be established
for voting on the business combination and other matters as described in the Registration Statement. Shareholders will also be
able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference
in the proxy statement/prospectus, without charge, once available, 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 Netfin’s Registration Statement on Form S-1, which was filed with the SEC on July 19,
2019, 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. Additional
information regarding the interests of such participants will be contained in the Registration Statement when available.