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 September 16, 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.
Triterras
Fintech Reports $5 Billion in Total Transaction Volume on its Kratos Platform in the First Six Months of
Fiscal 2020, Reaffirms
its Full Year Projections
Singapore
— September 16, 2020 — Triterras Fintech Pte Ltd. (“Triterras Fintech”), a leading fintech
company for commodity trading and trade finance, today announced that its Kratos™ marketplace facilitated approximately
$5 billion of total trade and trade finance volume in the six months ended August 31, 2020, which represents an additional $2.1
billion of volume from the $2.9 billion of total transaction volume in the first four months of its fiscal year 2020.
Kratos
is 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. Triterras Fintech monetizes the Kratos platform by charging fees to
its users on both trade and trade finance volumes.
“We
are on track to meet or exceed our initial fiscal year 2020 projections that were released in July 2020,” said Triterras
Fintech Chairman and CEO Srinivas Koneru. “We enter the second half of the fiscal year with solid operating momentum, giving
us confidence in our fiscal year 2021 projections.”
Koneru
added: “We are encouraged by the trajectory of both our respective trade and trade finance volumes and fees, as traders
and lenders continue to realize significant business benefits from our Kratos platform. The small and medium sized enterprise
(SME) trade and trade finance market is very large and our platform is designed to address the $1.5 trillion estimated annual
trade finance shortfall.”
On
July 29, 2020, Triterras Fintech signed a definitive agreement to become a public company through a business combination with
Netfin Acquisition Corp. (Nasdaq: NFIN, NFINW) (“Netfin”). The business combination has been unanimously approved
by the boards of directors of both Netfin and Triterras Fintech and is estimated to close in late October 2020 with the combined
company’s ordinary shares and warrants to be listed on Nasdaq under the symbols TRIT and TRITW, subject to regulatory and
shareholder approvals and other customary closing conditions.
About
Triterras Fintech
Founded
in 2018, Triterras Fintech is a leading fintech company focused on trade and trade finance. Triterras Fintech developed 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.
About
Netfin Acquisition Corp.
Netfin
Acquisition Corp. 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 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 (“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 Fintech 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.
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
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