Item 7.01. Regulation FD Disclosure.
On July 29, 2020, Netfin
hosted a conference call at 12:00 PM ET to discuss the Business Combination. A copy of the transcript of the call is attached as
Exhibit 99.1 to this Current Report on 8-K.
On July 29, 2020, Netfin
issued a press release announcing the execution of the Business Combination Agreement, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Attached as Exhibit
99.3 hereto and incorporated by reference herein is the investor presentation dated July 2020, that will be used by Netfin with
respect to the Business Combination.
The information in
this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, 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 Netfin 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 Exhibits 99.1, 99.2 and 99.3.
Important Information About the Business Combination and
Where to Find It
In connection with
the proposed Business Combination, Holdco intends to file with the SEC a registration statement on Form F-4 (the “Registration
Statement”) which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of Netfin’s Ordinary Shares in connection with Netfin’s solicitation
of proxies for the vote by Netfin’s stockholders 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 Holdco to be issued
in the Business Combination. Netfin’s stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus, as these materials will 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 stockholders as of a record date to be established for voting on the
Business Combination and other matters as may be described in the Registration Statement. Stockholders 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.
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.
The Target and its
directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Netfin in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be contained in the Registration Statement when available.
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, the Netfin Representative’s, the Seller’s and
the Target’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, the Netfin Representative’s, the Seller’s
and the Target’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, the Netfin Representative’s, the Seller’s
and the Target’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, the Netfin Representative, the Seller’s
and the Target following the announcement of the Business Combination Agreement and the transactions contemplated therein; (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 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 obtain or maintain the listing of the Holdco Ordinary Shares on Nasdaq following
the Business Combination; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination; (6) 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; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9)
the possibility that Netfin, the Netfin Representative, the Seller’s, the Target or the combined company may be adversely
affected by other economic, business, and/or competitive factors; and (10) 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, 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.
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.