Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 16 2022 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-39693
Triterras, Inc.
(Name of registrant)
9 Raffles Place, #23-04 Republic Plaza
Singapore 048619
(Address of principal executive office)
Indicate by check mark whether the Company files or will file annual
reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the Company
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Company
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Definitive Agreement.
As previously disclosed, on
December 21, 2020, a class action complaint (under the caption Ferraiori v. Triterras, Inc., et al., Case No. 7:20-cv-10795) was
filed in the United States District Court of the Southern District of New York (the “Court”) against Triterras,
Inc. (the “Company” or “Triterras”), Mr. Srinivas Koneru and Mr. Marat Rosenberg for
alleged violations of U.S. federal securities laws. On July 1, 2021, an amended class action complaint was filed (under the caption Erlandson
and Norris v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS) (the “Action”) against the Company, Mr.
Srinivas Koneru, Mr. Marat Rosenberg, Netfin Acquisition Corp., Triterras Fintech Pte. Ltd., MVR Netfin LLC, Mr. Richard Maurer, Mr. Vadim
Komissarov, Mr. Gerald Pascale, Mr. James H. Groh, Sr., Mr. Alvin Tan, Mr. John A. Galani, Mr. Matthew Richards, Ms. Vanessa Slowey and
Mr. Kenneth Stratton. The amended class action complaint is based on alleged undisclosed facts and misrepresentations made by the above-named
defendants from June 29, 2020 to January 14, 2021.
On April 27, 2022, the Company
and other parties in the Action entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”),
pursuant to which the Action shall be finally and fully settled, and dismissed with prejudice as to all settling parties, upon and subject
to the terms and conditions of the Settlement Agreement. The settlement is not an admission of wrongdoing, fault or liability. Under the
terms of the Settlement Agreement, which has been filed with the Court, the Company will pay $9 million, of which a portion will be covered
by insurance. The Settlement Agreement is subject to approval by the Court and the fulfillment of other conditions set forth therein,
all of which involve inherent risks and substantial uncertainties.
The foregoing description
of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Press Release.
On May 16, 2022, the Company
issued a press release announcing the settlement discussed above. A copy of this press release is attached hereto as Exhibit 99.1.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This Form 6-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Triterras’ 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 Triterras’
expectations with respect to the settlement of the Action. 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 Triterras’
control and are difficult to predict. Factors that may cause such differences include but are not limited to approval of the settlement
by the Court, as well as the risks and uncertainties set forth under “Risk Factors” in Triterras’ Form 20-F filed with
the SEC on March 7, 2022 and in Triterras’ other filings with the SEC. Triterras cautions that the foregoing list of factors is
not exclusive. Triterras cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the
date made. Triterras 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, except as otherwise required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRITERRAS, INC. |
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Date: May 16, 2022 |
By: |
/s/ Srinivas Koneru |
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Name: |
Srinivas Koneru |
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Title: |
Executive Chairman and |
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Chief Executive Officer |
Exhibit No. |
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Description |
10.1 |
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Stipulation and Agreement of Settlement, dated April 27, 2022, by and among (i) John A. Erlandson and James Ian Norris, and (ii) Triterras, Inc., Netfin Acquisition Corp., Triterras Fintech Pte. Ltd., MVR Netfin LLC, Richard Maurer, Marat Rosenberg, Vadim Komissarov, Gerald Pascale, Srinivas Koneru, James H. Groh, Alvin Tan, John A. Galani, Matthew Richards, Vanessa Slowey, and Kenneth Stratton. |
99.1 |
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Press Release: Triterras Announces Settlement in Principle of Class Action Litigation, dated May 16, 2022. |
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