Netfin Acquisition Corp. (“Netfin” or the “Company”) is announcing
that it has called an extraordinary general meeting of its
shareholders (the “Extraordinary General Meeting”) for November 10,
2020 to approve the previously announced business combination (the
“business combination”) with Triterras Fintech Pte. Ltd.
(“Triterras Fintech”). The Company also announced that it
expects the registration statement on Form F-4 relating to the
business combination to be declared effective today at 4 p.m. ET.
Notice of the Extraordinary General Meeting,
together with the definitive proxy statement relating to the
Extraordinary General Meeting, is expected to be mailed on or about
October 30, 2020 to shareholders of record as of the close of
business on October 12, 2020 (the “Record Date”). In light of
ongoing developments related to coronavirus (COVID-19), the Company
has determined that the meeting will be a hybrid virtual meeting
conducted via live webcast in order to facilitate shareholder
attendance and participation while safeguarding the health and
safety of the Company’s shareholders, directors and management
team. Shareholders or their proxyholder will be able to attend and
vote at the meeting online by visiting
https://www.cstproxy.com/netfinspac/sm2020 and using a control
number assigned by Continental Stock Transfer & Trust Company.
To register and receive access to the hybrid virtual meeting,
registered shareholders and beneficial shareholders (those holding
shares through a stock brokerage account or by a bank or other
holder of record) will need to follow the instructions applicable
to them provided in the proxy statement/prospectus.
In connection with the Extraordinary General
Meeting, the Company’s shareholders that wish to exercise their
redemption rights must do so no later than 5:00 p.m. Eastern Time
on November 6, 2020 by following the procedures specified in the
definitive proxy statement/prospectus for the Extraordinary General
Meeting, when available.
The closing of the business combination is subject to approval
by Netfin’s shareholders and the satisfaction of other customary
closing conditions and is expected to close as soon as practicable
following the Extraordinary General Meeting.
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 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 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
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 the Record Date. 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 RelationsCody Slach and
Matt Glover(949) 574-3860NFIN@gatewayir.com
Netfin Company
Contact:Marat Rosenberg, Founder & President(972)
757-5998
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