Item 7.01.
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Regulation FD Disclosure.
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Attached as Exhibit
99.1 hereto and incorporated by reference herein is the updated investor presentation dated October 1, 2020 that will be used by
Netfin Acquisition Corp. (“Netfin”) with respect to the proposed business combination among Netfin, Netfin Holdco,
Netfin Merger Sub and Triterras Fintech.
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 Current Report
on Form 8-K 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 Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the business combination. This Current Report on Form 8-K 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.