F-4 1 ff42020_netfinholdco.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 28, 2020

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________________

Netfin Holdco
(Exact Name of Each Registrant as Specified in its Charter)

______________________

Cayman Islands

 

7389

 

Not Applicable

(State or other jurisdiction of
Incorporation or organization)

 

(Primary standard industrial
classification code number)

 

(I.R.S. Employer
Identification Number)

9 Raffles Place, #23-04 Republic Plaza
Singapore 048619
Telephone: +65 6661 9240
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

______________________

Rick Maurer
445 Park Avenue, 9
th Floor
New York, New York 10022
Telephone: (972) 979
-5995
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________

With copies to:

Elliott M. Smith
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819
-8200

 

Scott Golenbock
Giles Kennedy
Brett Nadritch
Milbank LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530
-5000

______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) £

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company £

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. £

____________

†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Security To Be Registered

 

Amount To Be Registered(1)

 

Proposed
Maximum
Offering Price
Per Security(2)

 

Proposed
Maximum
Aggregate
Offering Price(2)

 

Amount of Registration Fee

Ordinary Shares(3)

 

32,306,000

 

$

10.15

 

$

327,905,900

 

$

42,562.19

Ordinary Shares(4)

 

25,981,000

 

$

10.15

 

$

263,707,150

 

$

34,229.19

Total

     

 

   

$

591,613,050

 

$

76,791.38

____________

(1)      All securities being registered will be issued by Netfin Holdco, a Cayman Islands exempted company (“Holdco”). In connection with the business combination described in the included proxy statement/prospectus (a) Holdco will acquire all of the outstanding equity interests of Triterras Fintech Pte. Ltd. in exchange for cash and Holdco ordinary shares, and (b) Netfin Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Holdco, will merge with and into Netfin Acquisition Corp., a publicly traded Cayman Islands exempted company (“Netfin”), and all of the outstanding ordinary shares of Netfin will be converted into ordinary shares of Holdco and Netfin’s outstanding warrants will be assumed by Holdco.

(2)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Netfin (the “Class A Shares”) on the Nasdaq Stock Market LLC on August 21, 2020 ($10.15 per share). This calculation has been made in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.

(3)      Includes 32,306,000 Holdco ordinary shares issued in exchange for (i) 25,981,000 Class A Shares that were issued as part of units in connection with Netfin’s initial public offering and private placement and (ii) 6,325,000 Class A Shares issued upon conversion of Netfin’s outstanding Class B ordinary shares.

(4)      Represents Holdco ordinary shares issuable upon exercise of outstanding Netfin warrants that will be assumed by Holdco, with each such warrant entitling the holder thereof to purchase one Holdco ordinary share at a price of $11.50 per share commencing 30 days after completion of the business combination described herein.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED [        ]

NETFIN ACQUISITION CORP.
445 Park Avenue, 9
th Floor
New York, NY 10022

NOTICE OF
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [        ], 2020

TO THE SHAREHOLDERS OF NETFIN ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “meeting”) of Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), will be held at [            ] Eastern time, on [            ], 2020, at http://[            ] and at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Netfin 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 our shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of Netfin (the “Current Charter”), the physical location of the meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the meeting online by visiting https://[            ] 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. You are cordially invited to attend the meeting, which will be held for the following purposes:

(1)    to consider and vote upon a proposal to approve, as an ordinary resolution, the business combination described in this proxy statement/prospectus, including the Business Combination Agreement, dated as of July 29, 2020 (as amended on August 28, 2020, the “Business Combination Agreement”), by and among Netfin, Netfin Holdco (“Holdco”), Netfin Merger Sub (the “Merger Sub”), Symphonia Strategic Opportunities Limited (“SSOL”), IKON Strategic Holdings Fund (“IKON” and together with SSOL, the “Sellers”) and MVR Netfin LLC, as the Netfin Representative, pursuant to which (i) Merger Sub will merge with and into Netfin, with Netfin continuing as the surviving company, as a result of which (a) Netfin will become a wholly-owned subsidiary of Holdco, (b) each issued and outstanding unit of Netfin (a “Netfin Unit”), consisting of one Class A ordinary share of Netfin (the “Class A Shares”) and one warrant of Netfin (the “Netfin Warrants”), shall be automatically detached and the holder thereof shall be deemed to hold one Class A Share and one Netfin Warrant, (c) each issued and outstanding Class A Share and Class B ordinary share of Netfin (the “Class B Shares,” and, together with the Class A Shares, the “Ordinary Shares”) will be cancelled and cease to exist and the holders thereof will receive one ordinary share of Holdco (the “Holdco Ordinary Shares”) for each Ordinary Share and (d) each outstanding warrant to purchase a Class A Share will be assumed by Holdco and will become exercisable for one ordinary share of Holdco on identical terms (the “Holdco Warrants”), and (ii) Holdco will acquire all of the issued and outstanding ordinary shares of Triterras Fintech Pte. Ltd, a Singapore private company limited by shares (“Fintech”), from the Sellers for an aggregate of $60,000,000 in cash, and the issuance of 51,622,419 Holdco Ordinary Shares, and up to an additional 15,000,000 Holdco Ordinary Shares upon Holdco meeting certain financial or share price thresholds. Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Fintech will become a wholly-owned subsidiary of Holdco, which will subsequently be renamed as “Triterras, Inc.” This proposal is referred to as the “business combination proposal”;

(2)    to consider and vote upon a proposal to approve, as a special resolution, the merger of Netfin with and into Merger Sub, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco. This proposal is referred to as the “merger proposal” and, collectively with the business combination proposal, the “condition precedent proposals”;

 

(3)    to consider and vote upon separate non-binding proposals to approve, as special resolutions, the following material differences between the constitutional documents of Holdco that will be in effect upon the closing of the Business Combination and the Current Charter: (i) the name of the new public entity will be “Triterras, Inc.” as opposed to “Netfin Acquisition Corp.”; (ii) Holdco will authorize an increased share capital of 469,000,001 ordinary shares of a par value of US$0.0001 each and 30,999,999 preference shares of a par value of US$0.0001 each by: (a) the redesignation of all issued and unissued Class A Shares and Class B Shares as Holdco Ordinary Shares; (b) the creation of an additional 249,000,001 Holdco Ordinary Shares, each with the rights set out in the constitutional documents of Holdco; (c) the redesignation of all unissued Netfin preference shares as Holdco preference shares; and (d) the creation of an additional 29,999,999 preference shares; and (iii) the constitutional documents of Holdco will not include the various provisions applicable only to special purpose acquisition companies that the Current Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). These proposals are referred to collectively as the “charter proposals”; and

(4)    to consider and vote upon a proposal to approve, as an ordinary resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Netfin is unable to consummate the Business Combination. This proposal is referred to as the “adjournment proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Ordinary Shares at the close of business on         , 2020 are entitled to notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

After careful consideration, Netfin’s board of directors has determined that the business combination proposal, the merger proposal, the charter proposals and the adjournment proposal are fair to and in the best interests of Netfin and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the merger proposal, “FOR” each of the charter proposals and “FOR” the adjournment proposal, if presented.

Consummation of the Business Combination is conditioned on the approval of the condition precedent proposals.

All Netfin shareholders are cordially invited to attend the meeting in person. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Ordinary Shares, you may also cast your vote in person at the meeting. If your Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Ordinary Shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of Ordinary Shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Ordinary Shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

   

 

   

Martin Jaskel

   

Chairman of the Board of Directors

[          ], 2020

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR ORDINARY SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD YOUR CLASS A SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE CLASS A SHARES, (2) ELECT TO HAVE NETFIN REDEEM YOUR CLASS A SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TRANSMIT YOUR CLASS A

 

SHARES TO NETFIN’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE MEETING. YOU MAY TENDER YOUR CLASS A SHARES BY EITHER DELIVERING YOUR CLASS A SHARE CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR CLASS A SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE CLASS A SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE CLASS A SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE CLASS A SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “MEETING OF NETFIN SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [          ], 2020 and is first being mailed to Netfin shareholders on or about [          ], 2020.

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED August 28, 2020

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
NETFIN ACQUISITION CORP.

________________

PROSPECTUS FOR UP TO 32,306,000 ORDINARY SHARES
AND 25,981,000 ORDINARY SHARES UNDERLYING WARRANTS
OF
NETFIN HoldCO

________________

The board of directors of Netfin Acquisition Corp. (“Netfin,” “we,” “us,” and “our”) has unanimously approved the Business Combination Agreement, dated as of July 29, 2020 (as amended on August 28, 2020, the “Business Combination Agreement”), by and among Netfin, Netfin Holdco (“Holdco”), Netfin Merger Sub (“Merger Sub”), Symphonia Strategic Opportunities Limited (“SSOL”), IKON Strategic Holdings Fund (“IKON” and together with SSOL, the “Sellers”) and MVR Netfin LLC, as the Netfin Representative (the “Sponsor”), which, among other things, provides for (i) the acquisition of all of the outstanding equity interests of Triterras Fintech Pte. Ltd. (“Fintech”) by Holdco for an aggregate of $60,000,000 in cash (the “Cash Consideration”) and the issuance of 51,622,419 ordinary shares of Holdco, and up to an additional 15,000,000 Holdco ordinary shares upon Holdco meeting certain financial or share price thresholds, and (ii) the merger of Merger Sub with and into Netfin, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco (the transactions contemplated by the Business Combination Agreement, the “Business Combination”). Upon consummation of the Business Combination, Fintech and Netfin will become wholly-owned direct subsidiaries of Holdco, with the Sellers and the security holders of Netfin becoming security holders of Holdco, and Holdco will change its name to “Triterras, Inc.”

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of Netfin scheduled to be held at [        ] Eastern time, on [        ], 2020, at http://[        ] and at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020 (the “meeting”). In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Netfin 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 our shareholders, directors and management team. You or your proxyholder will be able to attend and vote at the meeting online by visiting https://[        ] 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.

Netfin’s units, Class A ordinary shares, par value $0.0001 (“Class A Shares”) and warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols NFINU, NFIN and NFINW, respectively. Holdco intends to apply for listing, to be effective at the time of the closing of the Business Combination (the “Closing”), of its ordinary shares and warrants on Nasdaq under the symbols TRIT and TRITW, respectively. Holdco will not have units traded following consummation of the Business Combination. It is a condition to the consummation of the Business Combination that Holdco’s ordinary shares are approved for listing on Nasdaq, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by the parties.

Netfin is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the meeting of Netfin’s shareholders. Netfin encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 27.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [        ], 2020, and is first being mailed to Netfin shareholders on or about [        ], 2020.

 

TABLE OF CONTENTS

 

PAGE

FREQUENTLY USED TERMS

 

1

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

3

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

 

3

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

4

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

10

SELECTED HISTORICAL FINANCIAL INFORMATION

 

23

SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

 

25

COMPARATIVE PER SHARE DATA

 

26

RISK FACTORS

 

27

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

49

MEETING OF NETFIN SHAREHOLDERS

 

50

THE BUSINESS COMBINATION PROPOSAL

 

55

THE BUSINESS COMBINATION AGREEMENT

 

80

THE MERGER PROPOSAL

 

90

THE CHARTER PROPOSALS

 

91

THE ADJOURNMENT PROPOSAL

 

93

INFORMATION ABOUT EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES

 

94

OTHER INFORMATION RELATED TO NETFIN

 

101

BUSINESS OF FINTECH

 

109

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

120

OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF FINTECH

 

129

BENEFICIAL OWNERSHIP OF SECURITIES

 

138

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

140

DESCRIPTION OF HOLDCO’S SECURITIES

 

144

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

152

APPRAISAL RIGHTS

 

153

SUBMISSION OF SHAREHOLDER PROPOSALS

 

153

EXPERTS

 

153

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

153

WHERE YOU CAN FIND MORE INFORMATION

 

154

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A-1 BUSINESS COMBINATION AGREEMENT

 

Annex A-1-1

ANNEX A-2 First Amendment to BUSINESS COMBINATION AGREEMENT

 

Annex A-2-1

ANNEX B AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HOLDCO

 

Annex B-1

ANNEX C PLAN OF MERGER

 

Annex C-1

i

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

2020 Plan” means the 2020 Long-Term Equity Incentive Plan adopted by Fintech’s board of directors in connection with the Business Combination.

adjournment proposal” means the proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Netfin is unable to consummate the Business Combination.

Board” means the board of directors of Netfin.

Business Combination” means the transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated as of July 29, 2020, as amended on August 28, 2020, by and among Netfin, Holdco, Fintech, Merger Sub and the Sponsor.

business combination proposal” means the proposal to approve the Business Combination described in this proxy statement/prospectus.

Cash Consideration” means $60,000,000 to be paid to Sellers pursuant to the Business Combination Agreement.

charter proposals” means the separate non-binding proposals to approve certain material differences between the constitutional documents of Holdco that will be in effect upon the closing of the Business Combination and Netfin’s Current Charter.

Class A Shares” means Netfin’s Class A ordinary shares, par value $0.0001.

Class B Shares” means Netfin’s Class B ordinary shares, par value $0.0001.

Closing” means the closing of the Business Combination.

Companies Law” means the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time.

condition precedent proposals” means the business combination proposal and the merger proposal.

Continental” means Continental Stock Transfer & Trust Company.

Current Charter” means Netfin’s current amended and restated memorandum and articles of association.

DTC” means the Depository Trust Company.

Effective Time” means the date the Plan of Merger becomes effective.

Fintech” means Triterras Fintech Pte. Ltd., a Singapore private company limited by shares.

Founders” means the Sponsor and Netfin’s other initial shareholders.

Holdco” means Netfin Holdco, a Cayman Islands exempted company.

Holdco Articles” means the amended and restated memorandum and articles of association of Holdco.

Holdco Ordinary Share” means an ordinary share of Holdco, par value $0.0001 per share.

Holdco Warrants” means each outstanding warrant of Netfin to purchase a Class A Share which will be assumed by Holdco and will become exercisable for one ordinary share of Holdco on identical terms.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

IKON” means IKON Strategic Holdings Fund, a Cayman Islands exempted company.

IPO” means Netfin’s August 2, 2019 initial public offering of units, with each unit consisting of one Class A Share and one warrant, raising total gross proceeds of approximately $253,000,000.

1

meeting” means the extraordinary general meeting of Netfin shareholders, called for the purpose of approving the Business Combination and the other proposals set forth herein.

merger proposal” means the proposal to approve the merger of Netfin with and into Merger Sub, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco.

Merger Sub” means Netfin Merger Sub, a Cayman Islands exempted company.

Nasdaq” means the Nasdaq Stock Market LLC.

Netfin” means Netfin Acquisition Corp., a Cayman Islands exempted company.

Netfin Unit” means a unit of Netfin consisting of (a) one Class A Share and (b) one Netfin public warrant.

Netfin Warrant” means, collectively, the private and public warrants of Netfin, each entitling the holder to purchase one Class A Share per warrant at a price of $11.50 per share.

Ordinary Resolution” means a resolution passed by the affirmative vote of a simple majority of the shareholders of Netfin entitled to vote at the meeting.

Ordinary Shares” means the Class A Shares together with the Class B Shares.

Plan of Merger” means the plan of merger executed by Netfin Merger Sub and Netfin on the Closing, in form and substance reasonably acceptable to Netfin and the Sellers.

private placement shares” means the Class A Shares included in the private placement units.

private placement units” means the 681,000 private placement units sold in the private placement simultaneously with the closing of the IPO, each consisting of one private placement share and one private placement warrant.

private placement warrants” means the warrants included in the private placement units, with each such warrant entitling the holder thereof to purchase one Class A Share at a price of $11.50.

public shares” means the Class A Shares issued in the IPO held by entities other than the Founders.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the United States Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Sellers” means IKON Strategic Holdings Fund, a Cayman Islands exempted company and Symphonia Strategic Opportunities Limited, a Mauritius private company limited by shares.

Share Consideration” means the 51,622,419 Holdco Ordinary Shares to be issued to the Sellers pursuant to the Business Combination Agreement.

SME” means small and medium-sized enterprises.

Special Resolution” means a resolution passed by the affirmative vote of at least two-thirds of the shareholders of Netfin entitled to vote at the meeting.

Sponsor” means MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin.

SSOL” means Symphonia Strategic Opportunities Limited, a Mauritius private company limited by shares.

Transfer Agent” means Continental Stock Transfer & Trust Company

2

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Holdco, the Sellers, Fintech, Netfin and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into Netfin, with Netfin continuing as the surviving company, as a result of which (a) Netfin will become a wholly-owned subsidiary of Holdco, (b) each issued and outstanding unit of Netfin (a “Netfin Unit”), consisting of one Class A Share and one warrant of Netfin, shall be automatically detached and the holder thereof shall be deemed to hold one Class A Share and one warrant of Netfin, (c) each issued and outstanding Ordinary Share will be cancelled and cease to exist and the holders thereof will receive one ordinary share of Holdco (the “Holdco Ordinary Shares”) for each Ordinary Share and (d) each outstanding warrant to purchase a Class A Share will be assumed by Holdco and will become exercisable for one Holdco Ordinary Share on identical terms, and (ii) Holdco will acquire all of the issued and outstanding ordinary shares of Fintech from the Sellers. See the section entitled “The Business Combination Agreement.”

Concurrently with the consummation of the Business Combination, each issued and outstanding Ordinary Share shall convert into one Holdco Ordinary Share. Each outstanding Netfin warrant to purchase a Class A Share will be assumed by Holdco and will become exercisable for one Holdco Warrant. Accordingly, at the closing of the Business Combination, the holders of the Ordinary Shares will hold approximately 38.5% of the issued and outstanding ordinary shares of Holdco and the Sellers will hold approximately 61.5% of the issued and outstanding ordinary shares of Holdco (assuming no public shares are redeemed as described in this proxy statement/prospectus).

The Business Combination Agreement also contemplates the execution by the parties of various agreements at the Closing, including, among others, the below.

Lock-Up Agreement

At the Closing, Holdco, Netfin and the Sponsor will enter into a lock-up agreement with the Sellers, and any of their respective transferees, successors or assigns, pursuant to which they will agree to not transfer, sell, assign or otherwise dispose of the Holdco Ordinary Shares they receive in the Business Combination prior to (i) three months with respect to 10% of their Holdco Ordinary Shares and (ii) six months with respect to the remaining 90% of their Holdco Ordinary Shares, subject to certain exceptions set forth therein.

Registration Rights Agreement

At the Closing, Holdco will enter into a registration rights agreement with Netfin (the “Registration Rights Agreement”), the Sponsor and the Sellers (or any of the Sellers’ respective transferees, successors or assigns), pursuant to which they will be granted certain resale registration rights with respect to any Holdco Ordinary Shares or Holdco Warrants (including the underlying Holdco ordinary shares issued upon the exercise of such warrants) held by them on or prior to the date of Closing.

In addition to voting on the Business Combination, the shareholders of Netfin will vote on the merger proposal and the charter proposals. The charter proposals vote, however, will not actually result in shareholders of Netfin approving Holdco’s constitutional documents or amendments to Netfin’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. The shareholders of Netfin will also vote on a proposal to approve, if necessary, an adjournment of the meeting. See the sections entitled “The Merger Proposal,” “The Charter Proposals and The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the meeting and the proposals to be presented at the meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Netfin shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the meeting.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Netfin and the Sellers have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Netfin encourages its shareholders to read it in its entirety. Netfin’s shareholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement, pursuant to which Holdco will acquire Fintech and Netfin (the “business combination proposal”). See the section entitled “The Business Combination Proposal.”

Q.     Are there any other matters being presented to shareholders at the meeting?

A.     In addition to voting on the Business Combination, the shareholders of Netfin will vote on the following:

1.      To approve the merger of Merger Sub with and into Netfin, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco (the “merger proposal” and together with the business combination proposal, the “condition precedent proposals”). See the Section entitled “The Merger Proposal.”

2.      Separate non-binding proposals to approve the following material differences between the constitutional documents of Holdco that will be in effect upon the closing of the Business Combination and the Current Charter (collectively, the “charter proposals”): (i) the name of the new public entity will be “Triterras, Inc.” as opposed to “Netfin Acquisition Corp.”; (ii) Holdco will authorize an increased share capital of 469,000,001 ordinary shares of a par value of US$0.0001 each and 30,999,999 preference shares of a par value of US$0.0001 each by: (a) the redesignation of all issued and unissued Class A Shares and Class B Shares as Holdco Ordinary Shares; (b) the creation of an additional 249,000,001 Holdco Ordinary Shares, each with the rights set out in the constitutional documents of Holdco; (c) the redesignation of all unissued Netfin preference shares as Holdco preference shares; and (d) the creation of an additional 29,999,999 preference shares; and (iii) the constitutional documents of Holdco will not include the various provisions applicable only to special purpose acquisition corporations that the Current Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in shareholders of Netfin approving Holdco’s constitutional documents or amendments to Netfin’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. See the section entitled “The Charter Proposals.

3.      To adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if Netfin is unable to consummate the Business Combination (the “adjournment proposal”). See the section entitled “The Adjournment Proposal.”

Netfin will hold the meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the meeting. Shareholders should read it carefully.

Consummation of the Business Combination is conditional on approval of the condition precedent proposals.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.     I am a Netfin warrant holder. Why am I receiving this proxy statement/prospectus?

A.     Upon consummation of the Business Combination, the Netfin Warrants shall, by their terms, entitle the holders to purchase ordinary shares of Holdco in lieu of Class A Shares at a purchase price of $11.50 per share. This

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proxy statement/prospectus includes important information about Holdco and the business of Holdco and its subsidiaries following consummation of the Business Combination. Netfin urges you to read the information contained in this proxy statement/prospectus carefully.

Q.     Why is Netfin proposing the Business Combination?

A.     Netfin was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On August 2, 2019, Netfin completed its initial public offering of units, with each unit consisting of one Class A Share and one warrant, with each warrant entitling the holder thereof to purchase one Class A Share at a price of $11.50, raising total gross proceeds of approximately $253,000,000. Since the IPO, Netfin’s activity has been limited to the evaluation of business combination candidates.

Fintech is a technology company that facilitates commodities trading, trade finance and logistics solutions for small and medium sized enterprises via, among other things, its innovative blockchain-enabled platform, Kratos. Based on its due diligence investigation of Fintech and the industries in which it operates, including the financial and other information provided by the Sellers in the course of their negotiations in connection with the Business Combination Agreement, Netfin believes that Fintech has a first mover advantage with its disruptive proprietary technology and has the potential to transform the trade and trade finance industry. As a result, Netfin believes that a business combination with Fintech will provide Netfin shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Business Combination Proposal — Netfin’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q.     Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. The officers and directors of Netfin and Netfin’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Netfin’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Netfin’s officers and directors and Netfin’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Board and Netfin’s advisors in valuing Fintech’s business.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Netfin redeem such shares for a pro rata portion of the cash held in Netfin’s trust account, including interest earned on the trust account. Netfin sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption with respect to more than 20% of the issued and outstanding public shares. Accordingly, all public shares in excess of 20% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under the Current Charter, the Business Combination may be consummated only if Netfin has at least $5,000,001 of net tangible assets after giving effect to all redemptions of public shares.

Q.     Will how I vote on the business combination proposal affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights irrespective of whether you vote your public shares for or against the business combination proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

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Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares or units and wish to exercise your redemption rights, you must (i) if you hold your public shares through units, elect to separate your units into the underlying public shares and warrants and (ii) prior to 5:00 p.m., Eastern time, on [              ], 2020, (a) submit a written request to the Transfer Agent that Netfin redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent physically or electronically using the Depository Trust Company’s (“DTC”) DWAC (Deposit and Withdrawal at Custodian) System. Any holder of public shares will be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of the amount then in the trust account, including interest earned on the trust account (which, for illustrative purposes, was approximately $        , or $           per public share, as of               , 2020). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with Netfin’s consent, until the Closing. If you deliver your public shares for redemption to the Transfer Agent and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the business combination proposal at the meeting. No demand for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.

If the redemption demand is properly made as described above, then, if the Business Combination is consummated, Netfin will redeem these public shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your public shares for cash and will not be entitled to ordinary shares of Holdco upon consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any warrants that you may hold. Your warrants will become exercisable to purchase Holdco Ordinary Shares in lieu of Class A Shares for a purchase price of $11.50 upon consummation of the Business Combination.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     None of the unit holders or warrant holders have appraisal rights in connection the Business Combination under the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time (the “Companies Law”). Netfin shareholders are entitled to give notice to Netfin prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his or her Netfin shares if they follow the procedures set out in the Companies Law. It is Netfin’s view that such fair market value would equal the amount which Netfin shareholders would obtain if they exercise their redemption rights as described herein. See the section entitled “Meeting of Netfin Shareholders — Appraisal Rights.

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     Upon consummation of the IPO, Netfin deposited $253,000,000 in the trust account. Upon consummation of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who properly exercise redemption rights, to pay the Cash Consideration and fees and expenses incurred in connection with the Business Combination (including aggregate fees of up to $8,855,000 as deferred underwriting commissions). Any remaining cash will be used for Holdco’s working capital and general corporate purposes.

Q.     What happens if the Business Combination is not consummated?

A.     If Netfin does not complete the Business Combination for whatever reason, Netfin would search for another target business with which to complete a business combination. If Netfin does not complete an initial business combination by February 2, 2021, Netfin must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account, including interest earned on the funds held in the trust account and not previously released to Netfin (less taxes payable and up to $100,000

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of interest to pay dissolution expenses) divided by the number of outstanding public shares. The Sponsor and Netfin’s other initial shareholders (together with the Sponsor, the “Founders”) have no redemption rights in respect of their Class A Shares contained in the private placement units or their Class B Shares in the event a business combination is not effected in the required time period, and, accordingly, such shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Netfin’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor owns of record and is entitled to vote an aggregate of 21.5% of the issued and outstanding Ordinary Shares. The Founders have agreed to vote any Ordinary Shares held by them, as of the record date, in favor of the Business Combination.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the meeting which is set for [    ] Eastern time, on [              ], 2020; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to the Closing of the Business Combination.

Q.     What do I need to do now?

A.     Netfin urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Netfin. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Ordinary Shares on the record date, you may vote in person at the meeting or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the hybrid virtual meeting should register for the meeting by [            ], 2020. To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Ordinary Shares:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://[                ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Q.     If my Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my Ordinary Shares for me?

A.     No. Your broker, bank or nominee cannot vote your Ordinary Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

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Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to the Transfer Agent at the address set forth at the end of this section so that it is received prior to the vote at the meeting or attend the meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Netfin’s Secretary, which must be received prior to the vote at the meeting.

Q.     What happens if I fail to take any action with respect to the meeting?

A.     If you fail to take any action with respect to the meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of Holdco and/or your Netfin warrants will entitle you to purchase ordinary shares of Holdco. If you fail to take any action with respect to the meeting and the business combination proposal is not approved, you will continue to be a shareholder and/or warrant holder of Netfin.

Q.     What should I do with my share and/or warrants certificates?

A.     Those shareholders who do not elect to have their Class A Shares redeemed for their pro rata share of the trust account should not submit their share certificates now. After the consummation of the Business Combination, Holdco will send instructions to Netfin shareholders regarding the exchange of their Ordinary Shares for Holdco Ordinary Shares. Netfin shareholders who exercise their redemption rights must deliver their share certificates to the Transfer Agent (either physically or electronically) prior to the deadline for submitting redemption requests described above.

Upon consummation of the Business Combination, the Netfin Warrants, by their terms, will entitle holders to purchase ordinary shares of Holdco. Therefore, warrant holders need not deliver their Netfin Warrants to Netfin or Holdco at that time.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Ordinary Shares. If you are a holder of record and your Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Netfin Acquisition Corp.

445 Park Avenue, 9th Floor

New York, NY 10022

Tel: (972) 979-5995

Email: marat.rosenberg@netfinspac.com

or:

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: [    ].info@investor.morrowsodali.com

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You may also obtain additional information about Netfin from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to the Transfer Agent at the address below prior to the vote at the meeting. If you have questions regarding the certification of your position or delivery of your Ordinary Shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

(212) 509-4000

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the meeting, including the business combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”

The Parties

Netfin

Netfin is a blank check company incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Netfin was incorporated on April 24, 2019 as a Cayman Islands exempted company.

On August 2, 2019, Netfin closed its IPO of 25,300,000 units, including the exercise of the over-allotment option to the extent of 3,300,000 units, with each unit consisting of one Class A Share and one warrant, with each warrant entitling the holder thereof to purchase one Class A Share at a purchase price of $11.50 commencing upon the later of (i) 30 days after Netfin’s completion of a business combination or (ii) August 2, 2020. The units in the IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $253,000,000. Simultaneously with the consummation of the IPO, Netfin consummated the private placement of the private placement units, generating total gross proceeds of $6,810,000. A total of $253,000,000, was deposited into the trust account and the remaining net proceeds of the offerings became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The IPO was conducted pursuant to a registration statement on Form S-l (Reg. No. 333-232612) that became effective on July 30, 2019. As of         , 2020, there was approximately $         held in the trust account.

Netfin’s units, Class A Shares and warrants are currently listed on Nasdaq under the symbols NFINU, NFIN and NFINW, respectively.

The mailing address of Netfin’s principal executive office is 445 Park Avenue, 9th Floor, New York, NY 10022. After the consummation of the Business Combination, its principal executive office will be that of Holdco.

Holdco

Holdco is a Cayman Islands exempted company wholly-owned by Netfin and was incorporated solely for the purpose of effectuating the Business Combination described herein. Holdco was incorporated under the laws of the Cayman Islands on February 19, 2020. Holdco owns no material assets and does not operate any business.

The mailing address of Holdco’s principal executive office is 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619. Its telephone number is +65 6661 9240. After the consummation of the Business Combination, its principal executive office, which is its corporate headquarters, and telephone number will remain the same.

Merger Sub

Merger Sub is a Cayman Islands exempted company wholly-owned by Holdco and was incorporated solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of the Cayman Islands on February 19, 2020. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 445 Park Avenue, 9th Floor, New York, NY 10022.

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Sellers

IKON was incorporated on June 27, 2018. IKON’s sole director is Srinivas Koneru, an individual, and its sole shareholder is Symphonia Strategic Opportunities Limited (described below). IKON’s sole asset is a 20% equity stake in Fintech.

SSOL is a private investment firm ultimately wholly owned by Srinivas Koneru, established in 2012 to engage in a broad range of investment activities. Since its inception, SSOL has invested in various business sectors such as manufacturing, information technology and commodity trading. Its investments span 30 countries in Asia, Africa and Europe. SSOL’s investments include an 80% equity stake in Fintech.

Fintech

Founded in 2018, Fintech is a financial technology company that facilitates commodities trading, trade finance and logistics solutions for small and medium sized enterprises. Its proprietary Kratos™ digital marketplace (“Kratos”), launched in June 2019, 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. Fintech monetizes the Kratos platform by charging fees to its users on commodity trading and trade finance transaction volumes. It maintains a presence in key trading centers across the world, including Singapore, the U.K. and the U.S. In its first thirteen months from June 2019 through June 2020 (inclusive), Kratos facilitated more than 3,500 transactions comprising over US$6.6 billion in transaction volume.

Emerging Growth Company

Netfin is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Netfin’s securities less attractive as a result, there may be a less active trading market for Netfin’s securities and the prices of Netfin’s securities may be more volatile.

Netfin will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Business Combination Proposal

Overview of the Business Combination Agreement

The Business Combination Agreement was entered into by and among Netfin, Holdco, Merger Sub, the Sponsor, IKON and SSOL on July 29, 2020. Upon the approval of the Business Combination Agreement and the merger of Merger Sub with and into Netfin, Netfin and Merger Sub will execute a plan of merger in form and substance reasonably acceptable to Netfin and the Sellers (the “Plan of Merger”) to be agreed upon by the parties to the Business Combination Agreement prior to closing, which will be filed with the Register of Companies in the Cayman Islands. Upon consummation of the transactions under the Plan of Merger, Netfin will merge with and into Merger Sub, the corporate existence of Merger Sub will cease and Netfin, as the surviving company, will become a wholly-owned subsidiary of Holdco. As a result, on the date the Plan of Merger becomes effective (the “Effective Time”), the Netfin shareholders will no longer be shareholders of Netfin and will instead become shareholders of Holdco, as follows:

(a)     every issued and outstanding Netfin Unit will be automatically detached and the holder thereof will be deemed to hold one Class A Share and one Netfin Warrant, each of which will be converted to Holdco Ordinary Shares as set forth in the Business Combination Agreement;

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(b)    every issued and outstanding Ordinary Share (other than those owned by Netfin) will be converted automatically into one Holdco Ordinary Share, following which, all Ordinary Shares will automatically be canceled and will cease to exist;

(c)     each issued and outstanding Netfin Warrant will be assumed by Holdco and will become exercisable for one Holdco Ordinary Share at the same exercise price per share and on the same terms in effect immediately prior to the Effective Time; and

(d)    any Ordinary Shares that are owned by Netfin as treasury shares will automatically be canceled and extinguished without any conversion thereof or payment therefor.

Pursuant to the terms and conditions set forth in the Business Combination Agreement, the Sellers agreed to sell, transfer, convey, assign and deliver to Holdco all of issued and outstanding ordinary shares of Fintech owned by the Sellers in exchange for an aggregate of $60,000,000 in cash, the issuance of 51,622,419 Holdco ordinary shares and up to an additional 15,000,000 Holdco ordinary shares upon Holdco meeting certain financial or share price thresholds.

For more information about the Business Combination, please see the sections titled “The Business Combination Proposal” and “The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Consideration to the Sellers

The aggregate consideration for the Business Combination Agreement the Sellers will receive is approximately $585,000,000, payable in the form of (i) 51,622,419 newly issued Holdco Ordinary Shares valued at $10.17 per share and (ii) the Cash Consideration.

The Sellers will be entitled to receive an additional 15,000,000 Holdco Ordinary Shares or “Earnout Share Consideration” after the closing of the Business Combination, as follows: (i) 5,000,000 Holdco Ordinary Shares on the earlier to occur of (a) the date on which Holdco’s audited financial statements for the fiscal year ending February 28, 2021 become available, if Holdco’s Adjusted EBITDA* calculated using such Holdco audited financial statements exceeds $35,838,245 or (b) the date on which the Holdco Ordinary Shares trade on the Nasdaq at a closing price greater than $13.00 for 20 trading days within any 30-day trading period during the one-year period immediately following the closing of the Business Combination; (ii) 5,000,000 Holdco Ordinary Shares on the earlier to occur of (a) the date on which Holdco’s audited financial statements for the fiscal year ending February 28, 2022 become available, if Holdco’s Adjusted EBITDA* calculated using such audited financial statements exceeds $75,901,142 or (b) the date on which the Holdco Ordinary Shares trade on the Nasdaq at a closing price greater than $15.00 for 20 trading days within any 30-day trading period during the two-year period immediately following the closing of the Business Combination; and (iii) 5,000,000 Holdco Ordinary Shares on the earlier to occur of (a) the date on which Holdco’s audited financial statements for the fiscal year ending February 28, 2023 become available, if Holdco’s Adjusted EBITDA* calculated using such audited financial statements exceeds $125,657,831 or (b) the date on which the Holdco Ordinary Shares trade on the Nasdaq at a closing price greater than $17.00 for 20 trading days within any 30-day trading period during the three-year period immediately following the closing of the Business Combination.

For more information about the consideration to be paid to the Sellers, please see the section entitled “The Business Combination Proposal — Consideration to the Sellers.”

Effect of the Business Combination on Netfin’s Ordinary Shares

If the parties consummate the Business Combination, the current equity holdings of the Netfin shareholders will be exchanged as follows:

(i)     every issued and outstanding Netfin Unit will be automatically detached and the holder thereof will be deemed to hold one Class A Share and one Netfin Warrant, each of which will be converted to Holdco Ordinary Shares as set forth in the Business Combination Agreement;

(ii)    every issued and outstanding Ordinary Share (other than any redeemed shares and those owned by Netfin) will be converted automatically into one Holdco Ordinary Share, following which, all Ordinary Shares will automatically be canceled and will cease to exist;

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(iii)   each issued and outstanding Netfin Warrant will be assumed by Holdco and will become exercisable for one Holdco Ordinary Share at the same exercise price per share and on the same terms in effect immediately prior to the Effective Time; and

(iv)   any Ordinary Shares that are owned by Netfin as treasury shares will automatically be canceled and extinguished without any conversion thereof or payment therefor.

Management and Board of Directors Following the Business Combination

Effective as of the Closing the board of directors of Holdco will consist of seven members, including Srinivas Koneru, Martin Jaskel, Richard Maurer, Vanessa Slowey, Matthew Richards and two additional directors to be appointed by the Sellers. See section titled “Information About Executive Officers, Directors and Nominees” for additional information.

Registration Rights Agreement

At the Closing, Holdco will enter into a registration rights agreement with Netfin, the Sponsor and the Sellers (or any of the Sellers’ respective transferees, successors or assigns), pursuant to which they will be granted certain resale registration rights with respect to any Holdco ordinary shares or Holdco Warrants (including the underlying Holdco ordinary shares issued upon the exercise of such warrants) held by them on or prior to the date of Closing.

Lock-Up Agreement

At the Closing, Holdco, Netfin and the Sponsor will enter into a lock-up agreement with the Sellers, and any of their respective transferees, successors or assigns, pursuant to which they will agree to not transfer, sell, assign or otherwise dispose of the Holdco Ordinary Shares they receive in the Business Combination prior to (i) three months with respect to 10% of the Holdco Ordinary Shares issued to the Sellers and (ii) six months with respect to the remaining 90% of the Holdco Ordinary Shares issued to the Sellers, subject to certain exceptions set forth therein.

Additional Matters Being Voted On

The Merger Proposal

The shareholders of Netfin will vote upon a proposal to approve the merger of Merger Sub with and into Netfin, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco.

The Charter Proposals

The shareholders of Netfin will vote on separate non-binding proposals to approve the following material differences between the constitutional documents of Netfin that will be in effect upon the closing of the Business Combination and the Current Charter: (i) the name of the new public entity will be “Triterras, Inc.” as opposed to “Netfin Acquisition Corp.”; (ii) Holdco will authorize an increased share capital of 469,000,001 ordinary shares of a par value of US$0.0001 each and 30,999,999 preference shares of a par value of US$0.0001 each by: (a) the redesignation of all issued and unissued Class A Shares and Class B Shares as Holdco Ordinary Shares; (b) the creation of an additional 249,000,001 Holdco Ordinary Shares, each with the rights set out in the constitutional documents of Holdco; (c) the redesignation of all unissued Netfin preference shares as Holdco preference shares; and (d) the creation of an additional 29,999,999 preference shares; and (iii) the constitutional documents of Holdco will not include the various provisions applicable only to special purpose acquisition corporations that the Current Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in shareholders of Netfin approving Holdco’s constitutional documents or amendments to Netfin’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. See the section entitled “The Charter Proposals.

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The Adjournment Proposal

If Netfin is unable to consummate the Business Combination, the Board may submit a proposal to adjourn the meeting to a later date or dates, if necessary. See the section entitled “The Adjournment Proposal.”

Equity Ownership Upon Closing

As of the date of this proxy statement, there are 32,306,000 Ordinary Shares outstanding, comprised of 25,981,000 Class A Shares and 6,325,000 Class B Shares, of which our Sponsor owns 6,260,000 Class B Shares and 681,000 Class A Shares and Gerry Pascale, Martin Jaskel and William O’Brien own 15,000, 20,000 and 30,000 Class B Shares, respectively. At Closing, each currently issued and outstanding Class B will convert into a Class A Share, subject to adjustment, in accordance with the terms of the Current Charter.

We anticipate that, upon completion of the Business Combination, the voting interests in Holdco will be as set forth in the table below.

 

Assuming No
Redemptions of
Public Shares

 

Assuming
Maximum
Redemptions of
Public Shares

Netfin’s Public Shareholders

 

30.2

%

 

12.2

%

Founders

 

8.3

%

 

10.5

%

Sellers

 

61.5

%

 

77.3

%

The voting percentages set forth above were calculated based on the amounts set forth in the sources and uses table on pages 26 and 26 of this proxy statement/prospectus and do not take into account (i) warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing) or (ii) the issuance of any shares upon completion of the Business Combination under the 2020 Plan, but does include the Class B Shares, which at Closing will convert into 6,260,000 Class A Shares in accordance with the terms of the Current Charter, subject to adjustment. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 25,981,000 warrants to acquire Class A Shares, which are comprised of 681,000 private placement warrants held by our initial shareholders and 25,300,000 public warrants. Each of the Netfin Warrants is exercisable commencing 30 days following the Closing for one Class A Share and, following the consummation of the Business Combination, will entitle the holder thereof to purchase one Holdco Ordinary Share in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding Netfin Warrant is exercised and Holdco Ordinary Share is issued as a result of such exercise, with payment to Holdco of the exercise price of $11.50 per warrant for one share, Holdco’s fully-diluted share capital would increase by a total of 25,981,000 ordinary shares, with approximately $298,781,500 paid to Holdco to exercise the Netfin Warrants.

Organizational Structure

The following diagram illustrates the ownership structure of Holdco immediately following the Closing. The equity interests shown in the diagram were calculated based on the amounts set forth in the sources and uses table on pages 21 and 21 of this proxy statement/prospectus and are based on the assumptions that (i) no shareholder exercises its redemption rights to receive cash from the trust account in exchange for their Class A Shares; (ii) none of the parties set forth in the chart below purchases Class A Shares in the open market; (iii) the Class B Shares convert on a one-for-one basis into an aggregate of 6,325,000 shares of Holdco ordinary shares, subject to adjustment; and (iv) there are no other issuances of equity interests of Netfin or Holdco or their subsidiaries prior to or in connection with the Closing. Notwithstanding the foregoing, the ownership percentages set forth below do not take into account

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(a) warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing) or (b) the issuance of any Holdco ordinary shares upon completion of the Business Combination under the 2020 Plan.

The Founders

As of     , 2020, the Founders held of record and were entitled to vote an aggregate of 7,006,000 Ordinary Shares. The Ordinary Shares held by the Founders currently constitute approximately 22% of the outstanding Ordinary Shares. The Founders have agreed to vote any Ordinary Shares held by them as of the record date in favor of the Business Combination. As a result, in addition to the Ordinary Shares held by the Founders, Netfin needs 9,147,001 or approximately 36% of the 25,300,000 outstanding public shares to be voted in favor of the Business Combination (assuming all outstanding Ordinary Shares are voted) in order to have it approved.

The Founders have agreed to (i) waive their redemption rights with respect to their Ordinary Shares in connection with the completion of Netfin’s initial business combination, (ii) waive their redemption rights with respect to their Ordinary Shares in connection with a shareholder vote to approve an amendment to the Current Charter to modify the substance or timing of Netfin’s obligation to provide for the redemption of the public shares in connection with an initial business combination or to redeem 100% of the public shares if Netfin has not consummated an initial business combination by February 2, 2021 and (iii) waive their rights to liquidating distributions from the trust account with respect to their Class B Shares and private placement shares if Netfin fails to complete its initial business combination by February 2, 2021, although they will be entitled to liquidating distributions from the trust account with respect to any Class A Shares sold in the IPO they hold if Netfin fails to complete its initial business combination within the prescribed time frame. If Netfin does not complete its initial business combination within such applicable time period, the private placement warrants will expire worthless.

The Class B Shares will automatically convert into a Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to certain adjustments as described in this proxy statement/prospectus. Thereafter, in connection with the Business Combination, each such Class A Share will be converted into one Holdco Ordinary Share, and such shares will not be transferable, assignable or salable (except to Netfin’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (i) six months after the completion of the Business Combination or earlier if, subsequent to Netfin’s initial business combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (ii) the date on which Netfin completes a liquidation, merger, share exchange or other similar transaction that results in all of Netfin’s shareholders having the right to exchange their Class A Shares for cash, securities or other property. The private placement units (including the private placement shares, the private placement warrants and the Class A Shares issuable upon the exercise of the private placement warrants) are not transferable, assignable or salable until 30 days after the Business Combination, subject to certain exceptions.

Date, Time and Place of Meeting of Netfin’s Shareholders

The extraordinary general meeting of Netfin will be held at [        ] a.m., eastern time, on [              ], 2020, at http://[            ] and at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020, to consider and vote upon the business combination proposal, the merger proposal, the charter proposals

15

and if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Netfin is not able to consummate the Business Combination. The meeting will be conducted via live webcast and so shareholders will not be able to attend the meeting in person. Shareholders may attend the meeting online and vote at the meeting by visiting https://[              ] and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company.

Registering for the Special Meeting

Any shareholder wishing to attend the hybrid virtual meeting should register for the meeting by [              ], 2020 at https://[              ]. To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Ordinary Shares:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only meeting, go to https://[          ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the hybrid virtual meeting if they owned Ordinary Shares of Netfin at the close of business on         , 2020, which is the record date for the meeting. Shareholders will have one vote for each Ordinary Share owned at the close of business on the record date. If your Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Netfin Warrants do not have voting rights. On the record date, there were 32,306,000 Ordinary Shares outstanding, of which 25,300,000 were public shares with the rest being held by the Founders.

Quorum and Vote of Netfin Shareholders

A quorum of Netfin shareholders is necessary to hold a valid meeting. A quorum will be present at the Netfin meeting if the holders of a majority of the Ordinary Shares entitled to vote at the meeting are represented in person or by proxy (which would include presence at the hybrid virtual meeting). Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Founders own of record and are entitled to vote approximately 22% of the outstanding Ordinary Shares. Such Ordinary Shares will be voted in favor of the proposals presented at the meeting. The proposals presented at the meeting will require the following votes:

•        The approval of the business combination proposal will require approval by Ordinary Resolution. There are currently 32,306,000 Ordinary Shares outstanding so at least 16,153,001 Ordinary Shares must be voted in favor to pass the proposal. The Founders own of record and are entitled to vote an aggregate of 7,006,000 Ordinary Shares and have agreed to vote in favor of the proposal so only 9,147,001 public shares are required to be voted in favor of the proposal for it to be approved.

•        The approval of the merger proposal will require approval by Special Resolution. There are currently 32,306,000 Ordinary Shares outstanding so at least 21,537,334 Ordinary Shares must be voted in favor to pass the proposal. The Founders own of record and are entitled to vote an aggregate of 7,006,000 Ordinary Shares and have agreed to vote in favor of the proposal so only 14,531,334 public shares are required to be voted in favor of the proposal for it to be approved.

16

•        The approval of each of the charter proposals will require approval by Ordinary Resolution.

•        The approval of the adjournment proposal will require approval by Ordinary Resolution.

Abstentions and broker non-votes will have no effect on any of the proposals.

Consummation of the Business Combination is conditioned on the approval of the condition precedent proposals.

Redemption Rights

Pursuant to the Current Charter, a holder of public shares may demand that Netfin redeem such public shares for cash if the Business Combination is consummated. Holders of public shares or units who wish to exercise their redemption rights must (i) if they hold their public shares through units, elect to separate their units into the underlying public shares and warrants and (ii) prior to 5:00 p.m., Eastern time, on [              ], 2020, (a) submit a written request to the Transfer Agent that Netfin redeem their public shares for cash and (b) deliver their Public shares to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit and Withdrawal at Custodian). Any holder of public shares will be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of the amount then in the trust account, including interest earned on the trust account (which, for illustrative purposes, was approximately $        , or $           per public share, as of             , 2020). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline to submitting redemption requests and thereafter, with Netfin’s consent, until the Closing. If a holder delivers their public shares for redemption to the Transfer Agent and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that the Transfer Agent return the shares (physically or electronically).

Any corrected or changed written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the business combination proposal at the meeting. No demand for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares. Accordingly, all public shares in excess of 20% held by a shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will not be redeemed for cash.

See the section entitled “Meeting of Netfin Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Appraisal Rights

None of the unit holders or warrant holders have appraisal rights in connection the Business Combination under the Companies Law. Netfin shareholders are entitled to give notice to Netfin prior to the meeting that they wish to dissent to the Business Combination, the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Netfin if they follow the procedures set out in the Companies Law. Netfin believes that such fair market value would equal the amount which Netfin shareholders would obtain if they exercise their redemption rights as described herein.

Proxy Solicitation

Proxies may be solicited by mail, telephone, on the Internet or in person. Netfin has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its Ordinary Shares at the virtual meeting if it revokes its proxy before the meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Meeting of Netfin Shareholders — Revoking Your Proxy.”

17

Interests of Netfin’s Directors and Officers in the Business Combination

In considering the recommendation of the Board to vote in favor of approval of the business combination proposal, the merger proposal, the charter proposals and the adjournment proposal, shareholders should keep in mind that Netfin’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of Netfin shareholders generally. In particular:

•        the anticipated election of Richard Maurer, Netfin’s Chief Executive Officer, and Martin Jaskel, a member of the Board, as a member of the board of directors of Holdco;

•        the continued indemnification of former and current directors and officers of Netfin and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Founders have waived their right to redeem any of their Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Founders beneficially own or have an economic interest in Ordinary Shares and private placement warrants that they purchased prior to, or simultaneously with, the IPO for which they have no redemption rights in the event an initial business combination is not effected in the required time period;

•        the fact that the Founders paid an aggregate of $25,000 for the Class B Shares, which will convert into 6,325,000 Class A Shares in accordance with the terms of the Current Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $         based on the closing price of $         per Class A Share on Nasdaq on             , 2020;

•        the fact that the Sponsor paid approximately $6,810,000 for 618,000 private placement units, each comprised of one private placement share and one private placement warrant, and each such private placement warrant is exercisable commencing 30 days following the closing of the Business Combination for one Holdco ordinary share at $11.50 per share; and

•        if the trust account is liquidated, including in the event Netfin is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Netfin if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

At any time prior to the record date for the meeting, during a period when they are not then aware of any material nonpublic information regarding Netfin or its securities, the Founders, the Sellers and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their Ordinary Shares in favor of the proposals. The purpose of such purchases and other transactions would be to increase the likelihood that the condition precedent proposals are approved. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Ordinary Shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of Ordinary Shares or warrants owned by the Founders for nominal value.

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Entering into any such arrangements may have a depressive effect on the Class A Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Class A Shares at a price lower than market and may therefore be more likely to sell the Class A Shares he owns, either prior to or immediately after the meeting.

If such transactions are effected, the consequence could be to cause the condition precedent proposals to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Class A Shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by the Founders, the Sellers or any of their respective affiliates. Netfin will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Shareholders

The Board believes that the condition precedent proposals and the other proposals to be presented at the meeting are fair to and in the best interests of Netfin’s shareholders and unanimously recommends that its shareholders vote “FOR” the business combination proposal, “FOR” the merger proposal, “FOR” each of the charter proposals and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Business Combination

General Conditions

The obligation of the parties to consummate the Business Combination, in addition to the individual conditions described below, are conditioned upon, among other things, each of the following:

•        the (i) business combination proposal, (ii) the merger proposal and (iii) any other proposal reasonably agreed by Netfin and the Sellers to be necessary and appropriate in connection with the transaction contemplated by the Business Combination Agreement that are submitted to the vote of the Netfin shareholders at the meeting in accordance with this proxy statement/prospectus have been approved by the requisite vote of the Netfin shareholders at the meeting;

•        the receipt with respect to the Sellers, Netfin, Holdco or Merger Sub of all requisite consents obtained from or made with any governmental authorities to consummate the Business Combination have been made;

•        expiration of any waiting or review period under applicable antitrust laws;

•        no law or order preventing or prohibiting the Business Combination;

•        Netfin having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the exercise of redemption rights by Netfin shareholders who choose to exercise such rights;

•        the appointment of members to Holdco’s board of directors as set forth in the Business Combination Agreement;

•        this proxy statement/prospectus shall have become effective, no stop order shall have been issued that remains in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

•        the approval for listing by Nasdaq of the shares of Holdco to be issued in connection with the Business Combination; and

•        the memorandum of association and articles of association of Holdco shall have been amended and restated in their entirety in the form attached to the Business Combination Agreement.

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Netfin, Holdco and Merger Sub’s Conditions to Closing

The obligations of Netfin, Holdco and Merger Sub to consummate the Business Combination contemplated by the Business Combination Agreement also are conditioned upon, among other things:

•        the accuracy of the representations and warranties of the Sellers (subject to customary bring-down standards);

•        each Seller having performed in all material respects its obligations and complied in all material respects with its agreements and covenants under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing;

•        the absence of any material adverse effect since the date of the Business Combination Agreement and which is continuing and uncured;

•        the delivery of certificates from each Seller certifying the satisfaction of the closing conditions with respect to the accuracy of the representations and warranties, the performance and compliance with obligations and covenants and the absence of any material adverse effect with respect to such Seller;

•        the delivery of certificates from each Seller’s secretary certifying the organizational documents as in effect as of the Closing, the resolutions of its board of directors and shareholders authorizing Business Combination Agreements and the related ancillary agreements, and the incumbency of its officers authorized to sign such agreements;

•        the delivery of good standing certificates (or similar documents applicable for such jurisdictions) for Fintech from its jurisdiction of organization and from each other jurisdiction in which Fintech is qualified to do business as a foreign corporation, each certified as of a date no later than twenty (20) days prior to the Closing;

•        receipt by Netfin of the Registration Rights Agreement, duly executed by each Seller or any of its respective transferees, successors or assigns;

•        receipt by Netfin of the Lock-Up Agreement for each Seller and any of its respective transferees, successors or assigns, duly executed by such Seller or any of its respective transferees, successors or assigns;

•        receipt by Netfin from the Sellers of share certificates and other documents evidencing the transfer to Holdco or Netfin, as applicable, of the shares of Fintech;

•        receipt by Netfin of (i) a certified true copy of the resolutions passed by the board of directors Fintech approving each of the transactions described in the Business Combination Agreement regarding the sale of shares of Fintech and the issuance of new share certificates to the transferees thereof, the lodgment of the notice of transfer of the share of Fintech with the Singapore Registrar, in order for the transfer of such shares to be updated in the electronic register of members of Fintech and (ii) a letter addressed to the Commissioner of Stamp Duties of Singapore certifying the net asset value per share of each of Fintech and a certified true copy of the latest available audited or management accounts of each of Fintech;

•        evidence of termination of selected management agreements, in form and substance reasonably satisfactory to Netfin; and

•        receipt by Netfin of Fintech’s audited financial statements for the 12-month period ended February 29, 2020 that do not materially deviate from the unaudited financial statements for the same period previously provided by the Sellers to Netfin.

The Sellers’ Conditions to Closing

The obligations of the Sellers to consummate the Business Combination contemplated by the Business Combination Agreement also are conditioned upon, among other things:

•        the accuracy of the representations and warranties of Netfin and Holdco (subject to customary bring-down standards);

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•        Netfin, Holdco and Merger Sub having performed in all material respects its obligations and complied in all material respects with its agreements and covenants under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing;

•        the absence of any material adverse effect with respect to Netfin or Holdco since the date of the Business Combination Agreement and which is continuing and uncured;

•        the delivery of certificates certifying the satisfaction of the closing conditions with respect to the accuracy of the representations and warranties, the performance and compliance with obligations and covenants and the absence of any material adverse effect with respect to each Netfin and Holdco, signed by an officer of Netfin and Holdco respectively;

•        receipt by the Sellers of the Registration Rights Agreement, duly executed by Netfin, Holdco and the Sponsor (in its capacity as the Netfin Representative);

•        receipt by the Sellers of the Lock-Up Agreement, duly executed by Netfin, Holdco and the Sponsor (in its capacity as the Netfin Representative); and

•        Netfin’s expenses in connection to the Business Combination, including deferred expenses of its initial public offer upon consummation of the Business Combination, shall not exceed $23,000,000.

Sources and Uses of Proceeds for the Business Combination

The following table summarizes the sources and uses of proceeds from the Business Combination. Where actual amounts are not known or knowable, the figures below represent Netfin’s good faith estimate of such amounts.

$ in thousands

Sources

 

No
Redemption

 

Max
Redemption

Proceeds from trust account(1)

 

$

255,080

 

$

82,279

Seller Rollover Equity

 

 

525,000

 

 

525,000

Total Sources

 

$

780,080

 

$

607,279

Uses

 

No
Redemption

 

Max
Redemption

Cash Proceeds to Seller

 

$

60,000

 

$

60,000

Seller Rollover Equity

 

 

525,000

 

 

525,000

Estimated Fees & Expenses

 

 

18,000

 

 

18,000

Excess Cash

 

 

177,080

 

 

4,279

Total Uses

 

$

780,080

 

$

607,279

____________

(1)      As of December 31, 2019

Tax Consequences of the Business Combination

For a description of certain United States federal income tax consequences of the Business Combination and the exercise of redemption rights, please see the information set forth in “Material United States Federal Income Tax Consequences.”

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Under this method of accounting, Netfin will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) Fintech’s existing operations will comprise the ongoing operations of the combined company, (ii) Fintech’s senior management will comprise the senior management of the combined company,

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and (iii) the former owners and management of Fintech will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of Fintech issuing shares for the net assets of Netfin, accompanied by a recapitalization. The net assets of Netfin will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Fintech.

Regulatory Matters

The Business Combination is not subject to any U.S. federal or state regulatory requirements or approvals.

Upon Closing, Netfin Merger Sub and Netfin shall execute the Plan of Merger and shall file the Plan of Merger and such other documents as required by the Companies Law with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Law. The merger shall become effective at Closing when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands.

Risk Factors

In evaluating the proposals to be presented at the meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

22

SELECTED HISTORICAL FINANCIAL INFORMATION

Netfin is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Netfin’s balance sheet data as of December 31, 2019 and statement of operations data from April 24, 2019 (“Inception”) through December 31, 2019 are derived from Netfin’s audited financial statements, included elsewhere in this proxy statement/prospectus.

Fintech’s statement of financial position data as of February 29, 2020 and February 28, 2019 and statement of comprehensive income and statement of cash flows data for the twelve months ended February 29, 2020 and for the period from January 11, 2018 (date of incorporation) through February 29, 2020 are derived from its audited financial statements, included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with each of Netfin’s and Fintech’s financial statements and related notes and “Other Information Related to Netfin — Netfin’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Operating and Financial Review of Fintech” contained in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not necessarily indicative of the future performance of Fintech, Netfin or the combined company, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year ($ in thousands). All amounts are in US dollars. Certain amounts that appear in this section may not sum due to rounding.

Selected Historical Financial Information — Netfin

 

April 24,
2019
(“Inception”)
through,
December 31,
2019

Statement of Operations Data:

 

 

 

 

Interest income

 

$

1,927

 

   

 

 

 

Operating costs

 

 

(816

)

Net income

 

 

1,268

 

Basic and diluted net loss per ordinary share:

 

 

(0.10

)

   

 

 

 

Balance Sheet Data:

 

 

 

 

Total assets

 

$

255,871

 

Total current liabilities

 

 

503

 

Deferred underwriting compensation

 

 

8,855

 

   

 

 

 

Total Liabilities

 

$

9,358

 

   

 

 

 

Working capital

 

$

288

 

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 23,959,607 shares subject to possible redemption at $10.08 per share

 

 

241,513

 

Total Shareholders’ Equity

 

 

5,000

 

23

Selected Historical Financial Information — Fintech

 

Year ended
February 29,
2020

 

Period from
January 11,
2018
(date of
incorporation)
to February 28,
2019

Statement of Comprehensive Income Date

 

(US$)

Revenue

 

$

16,898,178

 

 

 

 

Results from operating activities

 

$

15,174,815

 

 

$

(2,202,858

)

Net finance costs

 

 

(1,475

)

 

 

(8,649

)

Profit/(Loss) before income tax

 

$

15,173,340

 

 

$

(2,211,507

)

Profit/(Loss) for the year/period

 

$

13,580,791

 

 

$

(2,211,507

)

Earnings/(Loss) per share attributable to equity holders (basic and diluted)

 

$

4.07

 

 

$

(22,215

)

 

Year ended
February 29,
2020

 

Period from
January 11,
2018
(date of
incorporation)
to February 28,
2019

Statement of Cash Flows Data

 

(US$)

Net cash from/(used in) operating activities

 

$

287,669

 

 

$

(5,003,368

)

Net cash used in investing activity

 

 

(115,149

)

 

 

(3,854

)

Net cash (used in)/from financing activities

 

$

(10,000

)

 

$

5,010,000

 

 

As of
February 29, 2020

 

As of
February 28, 2019

Balance Sheet Data

 

(US$)

Cash and cash equivalents

 

$

165,298

 

$

2,778

 

Total assets

 

$

19,241,366

 

$

3,200,836

 

Total liabilities

 

$

2,871,982

 

$

5,412,243

 

Total equity

 

$

16,369,384

 

$

(2,211,407

)

24

selected unaudited pro forma condensed financial Information

The selected pro forma data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information appearing elsewhere in this proxy statement/prospectus and the accompanying notes to that pro forma financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the audited financial statements and related notes of Fintech and Netfin for the applicable periods included elsewhere in this proxy statement/prospectus. The selected pro forma data has been presented for informational purposes only and are not necessarily indicative of what Holdco’s actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the selected pro forma data does not purport to project the future financial position or operating results of Holdco.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of Class A Shares:

•        Assuming No Additional Redemptions:    This scenario assumes that no Class A Shares are redeemed subsequent to December 30, 2019 or otherwise in connection with the Business Combination; and

•        Assuming Maximum Redemptions:    This scenario assumes that the maximum amount of redemptions permitted under the Business Combination Agreement, or aggregate redemption payments of approximately $172.8 million (17,143,000 Class A Shares at $10.08 per share), are effected such that following payment by Netfin to its stockholders who have validly elected to have their Class A Shares redeemed for cash, the amount of immediately available cash in the Trust Account shall be no less than US$5,000,001.

in thousands, except share and per share data

 

Assuming No
Redemptions

 

Assuming
Maximum
Redemptions

Selected Unaudited Pro Forma Condensed Combined Statement of Operations – Year Ended December 31, 2019

 

 

   

 

 

Net sales

 

$

16,898

 

$

16,898

Net income

 

$

12,765

 

$

12,765

Earnings per share

 

$

0.15

 

$

0.19

Weighted average shares outstanding – basic and diluted

 

 

83,928,419

 

 

66,785,419

   

 

   

 

 

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2019

 

 

   

 

 

Total current assets

 

$

196,820

 

$

24,019

Total assets

 

$

197,112

 

$

24,311

Total current liabilities

 

$

3,375

 

$

3,375

Total liabilities

 

$

3,375

 

$

3,375

Total stockholders’ equity

 

$

193,737

 

$

20,936

25

COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for Netfin and Fintech, respectively, and unaudited pro forma condensed combined per share information of Netfin after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•        Assuming No Additional Redemptions:    This scenario assumes that no Class A Shares are redeemed subsequent to December 30, 2019 or otherwise in connection with the Business Combination; and

•        Assuming Maximum Redemptions:    This scenario assumes that the maximum amount of redemptions permitted under the Business Combination Agreement, or aggregate redemption payments of approximately $172.8 million (17,143,000 Class A Shares at $10.08 per share), are effected such that following payment by Netfin to its stockholders who have validly elected to have their Class A Shares redeemed for cash, the amount of immediately available cash in the Trust Account shall be no less than US$5,000,001.

The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2019. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2019.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the audited financial statements of Netfin and Fintech and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Netfin and Fintech pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Netfin and Fintech would have been had the companies been combined during the period presented.

 

NETFIN (Historical)

 

Fintech (Historical)

 

Assuming No Redemptions

 

Assuming
Maximum Redemptions

As of and for the year ended December 31, 2019

 

 

 

 

 

 

   

 

   

 

 

December 31, 2019 book value
per share(a)

 

$

0.15

 

 

$

3.27

 

$

2.31

 

$

0.31

   

 

 

 

 

 

   

 

   

 

 

Weighted average shares:

 

 

 

 

 

 

   

 

   

 

 

Weighted average share outstanding of Class A and B common stock – basic
and diluted

 

 

32,306,000

 

 

 

 

 

 

 

Weighted average share outstanding of common stock – basic and diluted

 

 

 

 

 

3,333,433

 

 

83,928,419

 

 

66,785,419

   

 

 

 

 

 

   

 

   

 

 

Earnings (loss) per share:

 

 

 

 

 

 

   

 

   

 

 

Loss per per Class A shares, basic and diluted

 

$

(0.10

)

 

$

 

$

 

$

Earnings per share, basic and diluted

 

$

 

 

$

4.07

 

$

0.15

 

$

0.19

____________

(a)      Book value per share is calculated using the formula: Total stockholder’s equity divided by shares outstanding.

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. In this section, “we,” “us” and “our” refer to Fintech prior to the Business Combination and to Holdco following the Business Combination. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties and actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this proxy statement/prospectus.

Risks Relating to Our Business

We have a limited operating history and our business is nascent, unproven and subject to material risks, and is therefore not assured to be profitable.

We have a limited operating history on which an investor might evaluate our business and future prospects. Our business is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel and financing sources and lack of revenues, any of which could have a material adverse effect on us and may force us to reduce or curtail our operations. In addition, the Kratos platform is nascent, unproven and subject to material legal, regulatory, operational, reputational, tax and other risks, including those applicable due to its use of distributed ledger technology, and as such, the likelihood of our continued successful operations must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business operating in a relatively new, highly competitive, and developing industry. Consequently, predicting our future transaction volume, revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or if we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected.

As a result of the foregoing risks, there is no assurance that we will achieve a return on shareholders’ investments and our likelihood of success must be considered in light of the uncertainties encountered by developing companies in a competitive environment. Even if we accomplish our objectives, we may not generate positive cash flows or profits in the near term, or at all. We generated revenue in the year ending February 29, 2020, though not at a material level.

We may not be able to implement our business plans successfully in a timely manner, or at all.

Our business plans set forth in “Business — Our Strategy” are based on assumptions of future events which may entail certain risks and are inherently subject to uncertainties, such as changes in the industry, availability of funds, sufficiency of manpower, competition, government policies and political and economic developments. These assumptions may not be correct, which could affect the commercial viability of our business plans. As such, we cannot assure you that our business plans will be implemented successfully or at all. If we fail to effectively and efficiently implement our business plans, we may not be successful in achieving desirable and profitable results.

Our growth plans rely on our ability to increase the number of new and existing customers using our Kratos platform. We launched our Kratos platform in June 2019, and it is a new technology for commodities trading and trade finance, which traditional players may be reluctant to adopt. Our expectations for the number of customers using our Kratos platform may not be accurate and our reliance on this growth model may not be successful. In addition, we may not be able to fully achieve our customer growth goals due to the offering of similar platforms by our competitors or potential changes in the market affecting demand. We can make no assurance that we will be able to grow our Kratos platform, which may have an adverse effect on our business, financial condition and results of operations.

Our business is subject to user concentration risks arising from dependence on commodities produced in Indonesia.

We derive a significant portion of our transaction volume from commodities, primarily oil seeds (including palm oil) and to some extent coal, produced in the Republic of Indonesia (“Indonesia”), which was the country of origin for 64.6% (by number) of the commodity sales facilitated by Kratos during the year ended February 29, 2020. Indonesia is an emerging market, subject to the risks described in “Risk Factors — Unexpected political events, trends and changes in policies in the countries and regions in which we operate may adversely affect our business” and other additional

27

risks particular to Indonesia, including that Indonesia is located in an earthquake zone and is subject to significant geological risk, that Indonesia has recently experienced terrorist attacks and political and social instability, any or all of which may affect the producers of commodities which are transacted on our platform.

Because of this concentration in the supply of the commodities transacted on our platform, our business and operations would be negatively affected if Indonesia were to experience disruptions that impacted the supply of commodities. Because the other modules of Kratos primarily depend on the transaction volume of commodities on our platform, a disruption in the supply of commodities would also an adverse impact on the revenues and profitability of all of our other modules.

The success of our Kratos trading platform will depend on generating and maintaining ongoing, profitable client demand for its products and services, and the failure of that demand to materialize or any future significant reduction in such demand could materially negatively affect our business.

Our trading platform uses distributed ledger technology as an innovation of existing technology to exploit growing trends to replace physical processes with more efficient digital services. While some aspects of the system have been developed and deployed, other aspects of the platform are still under development, and predicated on the trading community comprising suppliers, buyers, financiers, insurers and traders/brokers adopting changes in their internal processes to meet the standardized specifications of the trading platform. We launched the Kratos platform in June 2019, but we cannot be assured that we will be able to continue development of the platform or grow the platform as anticipated. In addition, the community-wide technology service envisioned by Kratos may never fully materialize, or may not be as successful as envisioned.

The success of our business depends on creating and maintaining a demand for our products and services with favorable margins. We anticipate that, like other distributed ledger platforms, Kratos will become more appealing as its scale grows. If we are unable to complete the “Insurance,” “Logistics” and “Supply Chain Finance” modules of Kratos’ architecture, or are unable to continue to add innovative services, additional lenders to provide financing and insurers to provide credit insurance, we may not be able to attract additional transactions and users to Kratos. The ability to realize or maintain this demand could be negatively affected by numerous factors, many of which will be beyond our control and unrelated to our future work product.

Furthermore, the distributed ledger industry is characterized by rapid technological change, and new technologies could emerge that might enable our competitors to offer products and services with better combinations of price and performance, or that better address client requirements, than the Kratos platform. Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or client requirements. If we are unable to fully develop our trading platform or if our trading platform does not achieve its intended benefits, then our future growth, financial condition and results of operations may be materially adversely affected.

Additionally, Kratos is new to the industry and, when fully developed, may replace traditional physical processes of trade and trade finance. As a result, Kratos faces the same risks as any other disruptive technology, such as functionality and customer and market acceptance.

Notwithstanding any potential intellectual property rights that we may acquire, competitors may independently develop products or services similar to or better than ours.

While we may acquire certain intellectual property rights over the distributed ledger technology that underlies our Kratos platform, we may not have exclusive rights to the technology we use during the development stage. Other businesses may exploit similar opportunities by using the same technology to develop similar or better products or services. If competitors are able to market such products or services first, our future growth plans and financial position may be adversely affected. Moreover, if a competitor develops or obtains exclusive rights to any of the technology that we use in the development of our platform, we may have to cease using such technology, which may impair our ability to complete our trading platform without significant additional time and costs, if at all.

In addition, to meet market expectations, our trading platform, along with its underlying programs and software, need to be continually improved and developed. Improvements in technology generally lead users and customers to expect better products and services, and a failure to meet those expectations may cause our customers to choose the products and services offered by our competitors. As a result, failure to innovate or improve our platform and technology may impact our long-term success.

28

The platform’s trading volume, and consequently our revenues and profits, could be materially adversely affected if we are unable to retain our current customers or attract new customers.

We must maintain and expand our customer base to drive the trading volume necessary to maintain and increase our revenues and overall profitability. Our success also depends on our ability to offer competitive prices and services in an increasingly price-sensitive business. We may be unable to retain our existing customers or to attract new customers. If we lose a substantial number of our current customers, or are unable to attract new customers, our business will be adversely affected. Furthermore, declines in our trading volume may negatively impact the market on Kratos, which could result in lower than expected revenues from parties using the platform and could materially adversely affect our ability to retain our current customers or attract new customers.

Additionally, there is no guarantee that new customers or suppliers will continue to use our trading platform after they begin to use our platform. A loss of a major customer or customers could have a significant impact on our business, resulting in declines in revenues and profits.

Distributed ledger technology may not be widely adopted or may be opposed by other participants in the financial industry.

The development of blockchain networks on which we rely is a new and rapidly evolving industry that is subject to a high degree of uncertainty. Factors affecting the further development of the blockchain industry that may affect our operations include:

•        continued worldwide growth in the adoption and use of blockchain networks;

•        the maintenance and development of the open-source software protocol of blockchain networks;

•        changes in consumer demographics and public tastes and preferences;

•        the popularity or acceptance of Ethereum networks;

•        the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

•        government and quasi-government regulation of blockchain networks, including any restrictions on access, operation and use of blockchain networks; and

•        the general economic environment and conditions relating to blockchain networks.

Our business model is dependent on continued investment in and development of the blockchain industry and related technologies. If investments in the blockchain industry become less attractive to investors or innovators and developers, or if blockchain networks do not gain public acceptance or are not adopted and used by a substantial number of individuals, companies and other entities, it could have a material adverse impact on our prospects and our operations.

In addition, other participants in the financial industry (including certain regulators) and other industries may oppose the development of products and services that utilize distributed ledger technology. The market participants who may oppose such products and services may include entities with significantly greater resources, including financial resources and political influence, than we have. Our ability to operate and achieve our commercial goals could be adversely affected by any actions of any such market participants that result in additional regulatory requirements or other activities that make it more difficult for us to operate.

The development of our “Insurance,” “Logistics” and “Supply Chain Finance” modules pose financial, technological and regulatory challenges and we may not be able to successfully develop, market and launch these modules.

Our business is a 100% fee-based platform business. We have three modules and revenue streams — our “Insurance,” “Logistics” and “Supply Chain Finance” modules — in the late stages of development with expected completion dates from October 2020 through February 2021. The development of these modules requires significant capital funding, expertise on the part of our management team and time and effort in order to be successful. For any of the modules, we may have to make changes to the specifications for any number of reasons, or we may be unable to develop the modules in a way that realizes those specifications. The modules, even if successfully developed and maintained, may not meet investor expectations. For example, there can be no guarantee that the modules will drive increased trade finance volumes or user growth as anticipated.

29

In addition, there can be no guarantee that the “Insurance,” “Logistics” and “Supply Chain Finance” modules by themselves or together with our other modules will be able to produce sufficient cash flows or drive increased trade finance volumes to fund the capital requirements and expenditures necessary to develop and run these modules. Furthermore, we may or may not be able to obtain the technical skills, expertise or regulatory approvals needed to successfully develop the modules and maintain development of the modules. There can be no assurance that we will be able to develop the modules in a way that fully achieves our goals and satisfies regulatory requirements that may be applicable. If we are not successful in our efforts to develop the “Insurance,” “Logistics” and “Supply Chain Finance” modules in a way that is compliant with all legal and regulatory requirements, and demonstrate to users the utility and value of such modules, the launch of one or more of the modules is delayed, or there is not sufficient demand for one or more of the modules, then the modules may not be viable, which could have an adverse effect on our business, financial condition and results of operations.

We may underestimate resources required to complete a project.

Although we have processes in place to control resources involved in the development and delivery of products and services, including our “Insurance,” “Logistics” and “Supply Chain Finance” modules currently under development, there is a risk that the team will plan poorly, be it due to insufficient planning or uncontrollable external circumstances. Poor resource planning can result in rushed deliveries of products and solutions that do not meet our service standards, which can result in negative opinion from trading participants. Alternatively, we may be required to seek additional resources that were not included in the budgeting process, which could result in a lower profit margin or negative return on investment.

Our compliance and risk management programs might not be effective and may result in outcomes that could adversely affect our reputation, financial condition and operating results.

Our ability to comply with applicable laws and rules is largely dependent on our establishment and maintenance of compliance, review and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. We face the risk of significant intervention by regulatory authorities, including extensive examination and surveillance activity.

We cannot assure you that our compliance policies and procedures will always be effective or that we will always be successful in monitoring or evaluating our risks. In the case of alleged non-compliance with applicable laws or regulations, we could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which could be significant. Any of these outcomes may adversely affect our reputation, financial condition and operating results.

The application of distributed ledger technology is novel and untested and may contain inherent flaws or limitations.

Blockchain is an emerging technology that offers new capabilities which are not fully proven in use. There are limited examples of the application of distributed ledger technology. As with other novel software products, the computer code underpinning Ethereum blockchain, on which Kratos relies, may contain errors or function in unexpected ways. Insufficient testing of code, as well as the use of external code libraries, may cause the software to break or function incorrectly. Any error or unexpected functionality may impact our ability to grow and maintain our customer base. In addition, there can be no certainty that the software and network on which Kratos runs, and the related technologies, will not contain undiscovered technical flaws or weaknesses, or that the cryptographic security measures that authenticate transactions and the distributed ledger will not be compromised. Any such failure in our blockchain technology could have a material adverse effect on our financial position and results of operations.

We have an evolving business model.

As blockchain technologies become more widely available, we expect the services and products associated with them to evolve. As a result, to stay current with the industry, our business model may need to evolve as well. From time to time we may modify aspects of our business model relating to our product mix and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

30

We operate in a highly competitive market.

Our business is highly competitive and the markets in which we compete are rapidly evolving, subject to shifting customer needs and changing technology. Many of the offline companies we compete with are larger, more established and better capitalized than we are. While we believe that the further development of the Kratos platform will give us a competitive advantage, we expect competition in our digital market to intensify. Increased competition may reduce the growth in our customer base and result in higher selling and promotional expenses. If we fail to sustain our competitive advantages, our business, results of operations and financial position may be materially and adversely affected.

We may not adjust our expenses quickly enough to match a significant deterioration or other developments in global financial markets.

Global recessions and other economic downturns may happen quickly, resulting in severe declines in trade volume and revenue, which may put stress on our ability to adjust costs and expenses to match. A failure to successfully adjust our costs and expenses may reduce margins and/or result in losses. If we are unable to adjust expenses, one or more of our major customers or suppliers may decide to stop using our products or services, which may have a substantial impact on our business.

In addition, global developments in the area of environment protection, social contribution and corporate governance (collectively, “ESG”) may result in suppliers and customers withdrawing from some industry segments seen to be negatively impacting ESG principles. In particular, this could impact trading volumes in the coal market, which represented 1.8% of the commodity trades (by value) facilitated by Kratos, and the palm oil market which represented 1.2% of the commodity trades (by value) facilitated by Kratos as well as a substantial portion of the 53.8% of Kratos commodity trades (by value) attributable to oil seeds, each for the period from June 2019 through June 2020 (inclusive).

We are dependent on external, non-exclusive sources of funding to provide trade financing to our users and a withdrawal of a major financing source from Kratos may have a significant impact on our business and profits.

We are dependent on liquidity and access to external sources of funding to provide trade finance on the Kratos platform. As we do not provide trade financing, our ability to facilitate trade financing to Kratos users is entirely dependent on the willingness of lenders and other traders using the “Trade Finance” module to finance the transactions and provide trade credit. Some lenders are only willing to provide trade financing where credit insurance is available, so the volume of trade finance transactions is also linked to the availability of credit insurance. Our ability to facilitate commodity trades also is significantly tied to our ability to facilitate financing options for our users. The participation of financing providers on the Kratos platform is non-exclusive and do not prohibit our financing providers from working with our competitors or from offering competing products. As a result of the foregoing, any of our financing providers could with minimal notice decide that working with us is not in its interest or could decide to enter into exclusive or more favorable relationships with one of our competitors.

More generally, the participation of third-party financing providers on the Kratos platform may cease at any time because of situations which we are unable to control, such as general market disruptions, regulatory changes, sharp increases or decreases in the prices of commodities or an operational problem that affects our users or our business. For example, if the commodities market begins to decline, finance providers may begin to withdraw from the sector, which may reduce the availability of trade finance on the Kratos platform. We can make no assurance that a current major provider of trade finance will not withdraw from the Kratos platform or the commodities business, despite otherwise profitable dealings. Any failure to facilitate sufficient third-party financing or to facilitate third-party financing on reasonable terms, could have an adverse impact on our business, financial condition and results of operations.

Unexpected political events, trends and changes in policies in the countries and regions in which we operate may adversely affect our business.

Our customers operate in a large number of geographic regions and countries, some of which are categorized as developing, complex or having unstable political or social climates and, as a result, we are exposed to risks resulting from differing legal and regulatory environments, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. These international operations are subject to the following risks, among others:

•        political instability;

•        international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics and infrastructure disruptions;

31

•        differing economic cycles and adverse economic conditions;

•        unexpected changes in regulatory environments and government interference in the economy;

•        changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries;

•        varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries;

•        differing labor or health and safety regulations;

•        changes in environmental regulations;

•        the imposition of tariffs or sanctions;

•        foreign exchange controls and restrictions on the repatriation of funds;

•        fluctuations in currency exchange rates;

•        inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

•        insufficient protection against product piracy and differing protections for intellectual property rights;

•        difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce;

•        differing business practices, which may require us to enter into agreements that include non-standard terms; and

•        difficulties in penetrating new markets.

Our overall success as a global business depends, in part, on our customers’ ability to anticipate and effectively manage these risks, and there can be no assurance that they will be able to do so without incurring unexpected costs. If they are not able to manage the risks related to international operations, their own trading volume and, consequently, their trading volume on our platform, could decline, which would negatively impact our business, financial condition and results of operations.

Natural disasters or other unanticipated catastrophes could impact our results of operations.

The occurrence of natural disasters, such as hurricanes, floods or earthquakes, pandemics or other unanticipated catastrophes at any of the locations in which our key customers do business may cause a decrease in demand for the commodities traded over our platform. For example, in December 2019, the novel coronavirus (“COVID-19”) was reported to have surfaced in mainland China, resulting in significant disruptions to the global economy. As the COVID-19 outbreak continues, or if any other global or regional pandemic or if there is a similar outbreak or any natural disaster or weather event in a region in which we or our customers do business, the volume of commodities traded on the platform may decrease, which would negatively affect our financial condition and results of operations.

The extent to which the COVID-19 pandemic and measures taken in response may impact our business, results of operations, liquidity and financial condition is uncertain and difficult to predict.

The COVID-19 pandemic and the resulting weakening of the global economy, rapid increase in unemployment rates and a reduction in trading activity and business confidence may have a significant impact on our customers. These conditions may affect the number of new customers on our platform, the number of trades conducted on our platform or the transactions performed using our solutions, each of which is difficult to predict and any of which could adversely affect our operating results and financial condition on both a short-term and long-term basis. In addition, the measures taken by governments in response to COVID-19 may continue to reduce international trading activity, which may reduce trading volumes on our platform.

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While we believe the COVID-19 pandemic will increase the importance and prominence of digital financial solutions such as Kratos, the increased economic uncertainty and reduced economic activity, including in the trade and trade finance section, may delay the further development of Kratos or result in less than anticipated customer and trade volume growth.

Other factors related to the COVID-19 pandemic that may adversely impact our business operations include:

•        service interruptions or impaired system performance due to failures of or delays in our systems or resources as a result of increased online activity;

•        delays in the completion of the Business Combination as a result of increased market volatility, decreased market liquidity and any third-party financing being unavailable on terms acceptable to us, or at all;

•        the possibility that one or more clusters of COVID-19 cases could occur at one of our locations, data centers or other third-party providers, affecting our employees or affecting the systems or employees of our customers or other third parties on which we depend; and

•        increased cybersecurity risks related to increased e-commerce and other online activity.

Significant developments and potential changes in U.S.-China trade policies may significantly decrease demand for commodities in China.

The United States government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. For example, since 2018, the United States and China have been in a trade dispute that has resulted in the imposition of tariffs on certain goods imported from China, which has had, and may continue to have, an effect on the Chinese economy and may in the future lead to a contraction of certain Chinese industries. In response, China has imposed retaliatory tariffs on certain products imported from the United States, including soybeans. Although the United States and China signed a new trade agreement in January 2020, most of the previously-implemented tariffs on goods imported from China remain in place, and uncertainty remains as to the short-term and long-term future of economic relations between the United States and China.

A significant portion of the commodities traded on our platform are for delivery in China, which was the discharge country for 13.1% (by number) of the commodity sales facilitated by Kratos during the year ended February 29, 2020. These commodities, such as soybeans and corn from the United States, have been affected by the trade dispute between the United States and China and the economic uncertainty related to U.S. trade policies in general. It remains unclear what the United States or other governments will do with respect to tariffs, international trade agreements and policies on a short-term or long-term basis. Disruptions to the trade flows may continue for long periods, resulting in declines in the trading volumes on our platform and consequently, our revenues, and we cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to further adversely impact our business, financial condition and results of operations.

Our business has substantially depended on our relationship with Rhodium Resources Pte. Ltd., a physical commodity trader, to initially deliver customers and drive traffic for our platform, and any future changes in this relationship may adversely affect our business, financial condition and results of operations.

Substantially all of the users of our Kratos platform during the year ended February 29, 2020 were referred to the platform by Rhodium Resources Pte. Ltd. and its subsidiaries (“Rhodium”), an entity controlled by Mr. Srinivas Koneru. While we are working on expanding the user base of the platform to become more independent, we rely on Rhodium to both use our platform for their transactions and to promote the use of our platform to their trading counterparties and contacts in the trade finance, credit insurance and logistics markets. There can be no assurance that Rhodium will continue to support our platform in this way or that we will be able to grow the user base of the platform as quickly, or at all, on an independent basis. Any adverse change in Rhodium’s business or our relationship with Rhodium may adversely affect our business, financial condition and results of operations.

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Our business depends on our ability to attract and retain high quality management staff and employees.

Our business depends on the continued service and performance of our management team and key employees. Relationships with customers and suppliers and the knowledge of the markets in which we operate primarily resides with our traders and much of our transaction volume is derived from the existing business relationships and networks of our traders. Our founder, Mr. Srinivas Koneru, has over 35 years of entrepreneurial experience of which over 20 years have been in technology, including co-founding a business software and solutions company before selling this business in 2010. Since 2012, Mr. Koneru’s experience has been as a founder and owner of Rhodium and our business substantially depends on his unique experiences in both the technology and the commodity trading and trade finance industry to inform and guide the design and deployment of Kratos. Likewise, Mr. Koneru has built a management leadership team that has complementary skill sets in technology development and trade industry experience. The loss of services of Mr. Koneru could diminish our business and growth opportunities and our relationships and networks with our traders.

Our business is in its development stage and we have not identified all the persons that we will need to hire to provide services and functions critical to the development of the business. In a tight market for talent, we often compete with much larger organizations, with potentially greater financial resources, to attract experienced individuals to join our business. Further, we face the risk that even if we are able to hire such persons, key employees may be drawn away to join competitors, to start their own business or for other reasons. Our inability to retain or attract, train and motivate the necessary caliber of employees could materially impact our ability to effectively undertake and grow our business and could have a material adverse effect on our financial condition and results of operations.

We rely on our reputation in the commodities trading industry to grow our customer base and secure financing and liquidity, and damage to our reputation or brand name may have an adverse effect on our business.

Our success significantly depends on our credibility and reputation, and to some extent the reputation and credibility of Rhodium, with all of our stakeholders, including suppliers, customers, employees, financiers and insurance underwriters. Our reputation could be damaged in a variety of circumstances, including, among others, prolonged disruption to services, poor quality of products or services, failure to perform our contractual obligations, adverse litigation judgments or regulatory decisions, or unfavorable outcomes of governmental inspections. Negative publicity could also have a material adverse effect on our reputation, thereby affecting our business, financial condition and results of operations. Such reputational damage could lead to a decreased customer base, reduced income and higher operating costs, including the ability to attract new users of our services.

We may be unable to achieve the anticipated benefits from the Business Combination, or any existing or future acquisitions, joint ventures, investments or dispositions.

We seek to achieve our growth objectives by (i) optimizing our offerings to meet the needs of our customers through organic development, including by acquiring new customers and implementing operational efficiency initiatives, (ii) securing acquisitions, joint ventures, investments and dispositions and (iii) implementing our transformational strategy in connection with the Business Combination. If we are unable to successfully execute on our strategies to achieve our growth objectives or drive operational efficiencies, or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected.

In addition, competition for acquisitions in the markets in which we operate has grown in recent years, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, or that our acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

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Further, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher than expected impact on our future earnings. We may also finance future transactions through debt financing, including the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flows to principal and interest payments and could subject us to restrictive covenants. Future acquisitions financed with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.

We may also decide from time to time to dispose of assets or product lines that are no longer aligned with strategic objectives and we deem to be non-core. Once a decision to divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making, cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. In addition, we expend costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy.

The failure of any of our critical third-party service providers to fulfill their performance obligations could have a material adverse effect on operations or reputation and may cause revenue and earnings to decline.

Our trading platform is supported by external third-party service providers such as cloud-computing and data storage services, internet network services, information-security protection services and add-on search and screening services. These services are based on contracts with standard service obligations to be performed by the providers. The failure of these service providers to perform their obligations as expected may disrupt our business by causing delays on our platform, security breaches or other technological issues, which could result in the loss of customers.

Our ability to access capital markets could be limited.

From time to time, we may need to access the capital markets to obtain short-term or long-term financing. However, our ability to access the capital markets for long-term financing could be limited by, among other things, our existing capital structure and credit ratings. In addition, volatility and weakness in capital markets, including as a result of the COVID-19 pandemic, may adversely affect credit availability and related financing costs. The capital markets can experience periods of volatility and disruption. If the disruption in these markets in prolonged, our ability to obtain new credit or refinance existing obligations as they become due, on acceptable terms, if at all, could be adversely affected.

We rely on the performance of our technology platform, the failure of which could have an adverse effect on our business and performance.

Our technology platform requires the continued operation of sophisticated information technology systems and networks. Our computer-based systems are vulnerable to interruption or failure due to cyber-security attacks, the introduction of viruses, malware, ransomware, security breaches, fire, power loss, system malfunction, network outages, data-entry errors, vandalism, severe weather conditions, catastrophic events and human error and other events that may be beyond our control, and our disaster recovery planning cannot account for all eventualities. System interruptions or failures, whether isolated or more widespread, could impact our ability to provide service to our customers, which could have a material adverse effect on our operations and reputation, and subject us to loss of customers and legal claims. Moreover, if we experience loss of critical data and interruptions or delays in our ability to perform critical functions, we may permanently lose existing customers using our Kratos platform and may not be able to attract new customers.

Cyber-attacks and other security breaches could have an adverse effect on our business.

In the normal course of our business, we collect, process and retain sensitive and confidential information regarding our users. We also have arrangements in place with certain of our third-party service providers that require us to share consumer information. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of our users and third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, and other similar events. We, our users and our third-party service providers have experienced all of these events in the past and expect to continue to

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experience them in the future. We also face security threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in significant legal and financial exposure, liability, damage to our reputation and a loss of confidence in the security of our systems, products and services. Although the impact to date from these events has not had a material adverse effect on us, no assurance is given that this will be the case in the future.

Information security risks in the fintech industry have increased recently, in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks and other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless, early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect the existence of a security breach related to the information of our users that we retain as part of our business and may be unable to prevent unauthorized access to that information.

While we regularly conduct security assessments of significant third-party service providers, no assurance is given that our third-party information security protocols are sufficient to withstand a cyber-attack or other security breach. The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our users or our own proprietary information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and financial exposure, liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business.

Claims brought against us could cause us to incur significant costs and adversely affect our operating results, our reputation or our relationship with customers.

We may from time to time be the subject of intellectual property or other claims relating to our business. For example, third parties may initiate litigation against us by asserting that the development or conduct of our Kratos platform infringes, misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings and as such, we could be required to pay substantial damages or be enjoined from further developing or using Kratos. Any legal proceeding concerning intellectual property could be protracted and costly regardless of the merits of any claim and is inherently unpredictable and could have a material adverse effect on our financial condition, regardless of its outcome. In addition, we could incur reputational damage or a deterioration of our relationships with customers in connection with the resolution of contemplated or actual legal proceedings relating to such claims.

Regulatory and Compliance Risks

Following the Business Combination, we will need to comply with U.S. financial reporting rules and regulations and other requirements of the SEC and Nasdaq as a result of becoming a wholly-owned subsidiary of a U.S. reporting company, and our accounting and other management systems and resources may not be adequately prepared to meet those requirements.

Following the Business Combination, we will become a wholly-owned subsidiary of a U.S. reporting company, and we will therefore need to comply with reporting, disclosure control and other applicable obligations under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as rules adopted, and to be adopted, by the SEC and Nasdaq as a result of being a subsidiary of a company subject to U.S. reporting obligations. As a result, we will incur higher legal, accounting and other expenses than before, and these expenses may increase even more in the future.

Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, which we are in the process of developing and implementing while at the same time remaining focused on our existing operations. If we are unable to implement our compliance initiatives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to U.S. reporting companies could be impaired.

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In addition, we cannot assure you that there will not be further material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our cash flows, results of operations or financial condition. If we are unable to conclude that our internal controls over financial reporting are effective, or if our independent registered public accounting firm determines that we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the trading price of our ordinary shares could decline and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal controls over financial reporting, or to implement or maintain other effective control systems required of public companies in the United States, could also restrict our future access to capital markets and reduce or eliminate the trading market for our ordinary shares.

Any failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.

We are required to comply with anti-corruption laws and regulations imposed by jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010 (“UK Bribery Act”). These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The FCPA and the UK Bribery Act prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The UK Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. As part of our business, we deal with governments and state-owned business enterprises, the employees and representatives of which may be considered “foreign officials” for purposes of the FCPA and the UK Bribery Act. We also are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

In addition, some of the jurisdictions in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We maintain policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, including agents, for which we may be held responsible, and any such violation could adversely affect our reputation, business, financial condition and results of operations.

Our governance, risk management, compliance, audit and internal controls processes might be unable to prevent, detect or remedy behaviors that are incompatible with relevant legal requirements or our own ethical or compliance standards, which could in turn expose us to sanctions, regulatory penalties, civil claims, tax claims, damage to our reputation, accounting adjustments or other adverse effects.

We have devoted substantial efforts to maintain and improve our governance, internal controls and integrity programs and policies by strengthening our compliance and internal control systems and investing in our information systems and information technology infrastructure. We are also exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in serious reputational or financial harm. In recent years, a number of market participants have suffered material losses due to the actions of “rogue traders” or other employees. Nevertheless, despite these efforts, we cannot assure you that our governance, risk management, compliance, audit and internal controls processes will be able to prevent, detect or remedy all behaviors that are incompatible with the applicable legal requirements or our own ethical or compliance standards, and any deficiency or breach could expose us to sanctions, regulatory penalties, civil claims, tax claims, monetary losses, accounting errors or adjustments, reputational damages or other adverse effects.

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Fintech identified material weaknesses in its internal control over financial reporting, and HoldCo may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements of its financial statements. If these material weaknesses are remediated or HoldCo otherwise fails to establish and maintain effective control over financial reporting, its ability to accurately and timely report its financial results could be adversely affected.

Prior to the Business Combination, Fintech has been a private company with limited accounting and financial reporting personnel and other resources with which Fintech addresses its internal control over financial reporting. In connection with the preparation and external audit of Fintech’s financial statements as of and for the year ended February 29, 2020 and for the period from date of incorporation to February 28, 2019, Fintech noted two material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting that result in a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses relate to the following: (i) establishing an effective control environment over financial reporting; and (ii) designing and implementing an effective IT general control environment over revenue and the financial reporting systems.

These material weaknesses are the result of insufficient resources dedicated to develop adequate controls and processes necessary to comply with reporting and compliance requirements of IFRS and the SEC. Fintech’s management is not required to perform an evaluation of its internal control over financial reporting as of February 29, 2020 and is not required to obtain an audit of its control environment in accordance with the provisions of the Sarbanes-Oxley Act or any similar law applicable in other jurisdictions. Had such an evaluation or audit been performed, additional control deficiencies may have been identified, and those control deficiencies could have also represented one or more material weaknesses. As such, we cannot assure you that Fintech has identified all of its existing material weaknesses. Under IFRS, Fintech is considered the accounting acquirer in the Business Combination and therefore Holdco will initially use Fintech’s system of internal control over financial reporting. As a result, the material weaknesses identified by Fintech’s management will be present in Holdco’s internal control over financial reporting unless remediated prior to completion of the Business Combination.

As a result of the identification of these material weaknesses, Fintech plans to implement a number of measures to remedy the underlying causes of the material weaknesses including: (i) hiring sufficient resources and expertise to develop adequate internal controls and processes, and (ii) conducting training for its personnel with respect to IFRS and SEC financial reporting requirements. While Fintech and Holdco intend to complete this remediation process as quickly as possible, the material weaknesses cannot be considered remediated until all steps in the remediation process are complete. In addition, the process of assessing the effectiveness of Fintech’s internal control over financial reporting may require the investment of substantial time and resources, including by members of its senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. Additionally, if we are unable to successfully remediate the identified material weaknesses or if we identify additional material weaknesses, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our reporting obligations.

Risks Related to Netfin and the Business Combination

Directors of Netfin have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.

When considering the Board’s recommendation that Netfin’s shareholders vote in favor of the approval of the Business Combination, Netfin’s shareholders should be aware that Netfin’s directors and executive officers, and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Netfin’s shareholders. These interests include:

•        the anticipated election of Richard Maurer, Netfin’s Chief Executive Officer, and Martin Jaskel, a member of the Board, as a member of the board of directors of Holdco;

•        the continued indemnification of former and current directors and officers of Netfin and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that Netfin’s Founders have waived their right to redeem any of their Ordinary Shares in connection with a shareholder vote to approve a proposed initial business combination;

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•        the fact that the Founders beneficially own or have an economic interest in Ordinary Shares and private placement warrants that they purchased prior to, or simultaneously with, the IPO for which they have no redemption rights in the event an initial business combination is not effected in the required time period;

•        the fact that the Founders paid an aggregate of $25,000 for the Class B Shares, which will convert into 6,325,000 Class A Shares in accordance with the terms of the Current Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $           based on the closing price of $         per Class A Share on Nasdaq on           , 2020;

•        the fact that the Sponsor paid approximately $6,810,000 for 618,000 private placement units, each comprised of one private placement share and one private placement warrant, and each such private placement warrant is exercisable commencing 30 days following the closing of the Business Combination for one Holdco ordinary share at $11.50 per share; and

•        if the trust account is liquidated, including in the event Netfin is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to Netfin if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which it has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

These financial interests of the officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the Proposal to vote in favor of the business combination proposal and other proposals to be presented to the shareholders.

Subsequent to the consummation of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Netfin has conducted due diligence on Fintech, Netfin cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Netfin’s or Fintech’s control will not later arise. As a result, Holdco may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Netfin’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Netfin’s liquidity, the fact that Holdco reports charges of this nature could contribute to negative market perceptions about Holdco or its securities. In addition, charges of this nature may cause Holdco to violate net worth or other covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their Holdco Ordinary Shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Netfin’s officers or directors of a fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials, relating to the Business Combination contained an actionable material misstatement or material omission.

Holdco may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Holdco will have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of its Class A Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

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and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption, provided further that there is an effective registration statement covering the Class A Shares issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or Holdco has elected to require the exercise of the warrants on a “cashless basis” and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by Holdco, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by Holdco so long as they are held by the Sponsor or its permitted transferees.

The only principal asset of Holdco following the Business Combination will be its interest in Fintech, and accordingly it will depend on distributions from Fintech to pay taxes and expenses.

Upon consummation of the Business Combination, Holdco will be a holding company and will have no material assets other than its interests in Fintech. Holdco is not expected to have independent means of generating revenue or cash flow, and its ability to pay its taxes, operating expenses, and pay any dividends in the future, if any, will be dependent upon the financial results and cash flows of Fintech. There can be no assurance that Fintech will generate sufficient cash flow to distribute funds to Holdco or that applicable state law and contractual restrictions, including negative covenants under debt instruments will permit such distributions. If Fintech does not distribute sufficient funds to Holdco to pay its taxes or other liabilities, Netfin may default on contractual obligations or have to borrow additional funds. In the event that Holdco is required to borrow additional funds it could adversely affect Holdco’s liquidity and subject it to additional restrictions imposed by lenders.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Netfin’s and/or Holdco’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Class A Shares prior to the consummation of the Business Combination may decline. The market values of the Class A Shares at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Netfin’s shareholders vote on the Business Combination. Because the number of Holdco Ordinary Shares to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the Class A Shares, the market value of Holdco Ordinary Shares issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of Holdco Ordinary Shares could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Holdco Ordinary Shares. Accordingly, the valuation ascribed to Holdco in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for Holdco’s securities develops and continues, the trading price of Holdco Ordinary Shares following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Holdco’s control. Any of the factors listed below could have a material adverse effect on your investment in Holdco Ordinary Shares and Holdco Ordinary Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Holdco’s ordinary shares may not recover and may experience a further decline.

Factors affecting the trading price of Holdco Ordinary Shares may include:

•        actual or anticipated fluctuations in Holdco’s quarterly financial results or the quarterly financial results of companies perceived to be similar to Holdco;

•        changes in the market’s expectations about Holdco’ operating results;

•        success of competitors;

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•        Holdco’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning Holdco or the industries in which Holdco operates in general;

•        operating and share price performance of other companies that investors deem comparable to Holdco;

•        Holdco’s ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting Holdco’s business;

•        commencement of, or involvement in, litigation involving Holdco;

•        changes in Holdco’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of Holdco Ordinary Shares available for public sale;

•        any major change in Holdco’s board or management;

•        sales of substantial amounts of Holdco Ordinary Shares by Holdco’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of Holdco Ordinary Shares irrespective of Holdco’s operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Holdco Ordinary Shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to Holdco could depress its share price regardless of its business, prospects, financial conditions, or results of operations. A decline in the market price of Holdco Ordinary Shares also could adversely affect Holdco’s ability to issue additional securities and its ability to obtain additional financing in the future.

Netfin’s Founders, directors, officers, advisors and their affiliates may elect to purchase Class A Shares or warrants from public shareholders, which may influence a vote on the Business Combination and reduce the public “float” of the Class A Shares.

Netfin’s Founders, directors, officers, advisors or their affiliates may purchase Class A Shares or warrants in privately negotiated transactions or in the open market either before or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of securities Netfin’s Founders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase Class A Shares or warrants in such transactions.

In the event that Netfin’s Founders, directors, executive officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of Class A Shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement that requires Netfin to have a certain amount of cash at the consummation of the Business Combination, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial business combination. Any such purchases of Netfin’s securities may result in the completion of the Business Combination that may not otherwise have been possible.

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In addition, if such purchases are made, the public “float” of the Class A Shares and the number of beneficial holders of Netfin’s securities may be reduced, possibly making it difficult to maintain the quotation, listing, or trading of Netfin’s securities on Nasdaq.

The Founders have agreed to vote in favor of the Business Combination, regardless of how Netfin’s public shareholders vote.

The Founders have agreed to vote their Ordinary Shares in favor of the Business Combination. The Founders own approximately 22% of Netfin’s outstanding Ordinary Shares prior to the Business Combination. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination will be received than would be the case if the Founders agreed to vote their Ordinary Shares in accordance with the majority of the votes cast by Netfin’s public shareholders.

Even if Netfin consummates the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per Class A Share. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

If Netfin is unable to complete the Business Combination with Fintech or another business combination by February 2, 2021 (or such later date as Netfin’s shareholders may approve), Netfin will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third-parties may bring claims against Netfin and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of the Current Charter, Netfin must complete the Business Combination or another business combination by February 2, 2021, or Netfin must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, third-parties may bring claims against Netfin. Although Netfin has obtained waiver agreements from certain vendors and service providers (other than its independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of Netfin’s public shareholders.

The Sponsor has agreed that it will be liable to Netfin if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under Netfin’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Netfin has not asked the Sponsor to reserve for its indemnification obligations, it has not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and it believes that the Sponsor’s only assets are securities of Netfin. As a result, if any such claims were successfully made against the trust account, the funds available for Netfin’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Netfin may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

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Netfin’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to Netfin’s public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share or (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and Netfin’s Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Netfin’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Netfin currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Netfin, it is possible that Netfin’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Netfin’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Netfin’s public shareholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to Netfin’s public shareholders, Netfin files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Netfin’s shareholders and the per share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to its public shareholders, Netfin files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Netfin’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by Netfin’s shareholders in connection with Netfin’s liquidation may be reduced.

Netfin’s shareholders may be held liable for claims by third-parties against Netfin to the extent of distributions received by them.

If Netfin is unable to complete the Business Combination with Fintech or another business combination within the required time period, Netfin will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Netfin cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Netfin’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Netfin’s shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Netfin cannot assure you that third parties will not seek to recover from Netfin’s shareholders amounts owed to them by Netfin.

If Netfin is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Netfin’s shareholders. Furthermore, because Netfin intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to Netfin’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public shareholders from the trust account before addressing the claims of creditors. Netfin cannot assure you that claims will not be brought against it for these reasons.

The ability of shareholders to exercise redemption rights with respect to a large number of Netfin’s outstanding Ordinary Shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their public shares.

At the time Netfin entered into the agreements for the Business Combination, it did not know how many shareholders will exercise their redemption rights, and therefore it structured the Business Combination based on its expectations as to the number of public shares that will be submitted for redemption. If a larger number of public

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shares are submitted for redemption than it initially expected, this could lead to a failure to consummate the Business Combination, a failure to maintain the listing of its securities on Nasdaq or another national securities exchange, or a lack of liquidity, which could impair Netfin’s ability to fund its operations and adversely affect its business, financial condition and results of operations.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what Netfin’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Netfin’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” for more information.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Netfin’s shareholders is not obtained or that there are not sufficient funds in the trust account, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to the Closing of the Business Combination”), or that other closing conditions are not satisfied. If Netfin does not complete the Business Combination, it could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of Netfin’s Class A Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of its management will have been diverted to the Business Combination rather than its own operations and pursuit of other opportunities that could have been beneficial to Netfin.

If Netfin is not able to complete the Business Combination with Fintech or another business combination by February 2, 2021, Netfin would cease all operations except for the purpose of winding up and Netfin would redeem its public shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share and its warrants will expire worthless.

The Current Charter states that Netfin must complete its initial business combination by February 2, 2021. If Netfin has not completed the Business Combination with Fintech by then or another business combination by February 2, 2021, Netfin will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish its public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board, dissolve and liquidate, subject in the case of clauses (i) and (ii) to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no liquidating distributions with respect to Netfin’s warrants, which will expire worthless.

Provisions in the Holdco Articles may inhibit a takeover of Holdco, which could limit the price investors might be willing to pay in the future for Holdco ordinary shares and could entrench management.

The Holdco Articles will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that Holdco’s board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. Holdco’s authorized but unissued ordinary shares and preference shares will be available for future issuances without shareholder approval and could

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be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Holdco Ordinary Shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for Holdco Ordinary Shares.

If Holdco is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If Holdco is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year (or portion thereof) during which a U.S. Holder (as defined in “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations”) holds Holdco Ordinary Shares or Holdco Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder.

Whether Holdco is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Accordingly, we are unable to determine whether Holdco will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that Holdco will not be treated as a PFIC for any taxable year. Moreover, Holdco does not expect to provide a PFIC annual information statement for 2020 or going forward. Please see the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Considerations of Owning Holdco Ordinary Shares — Passive Foreign Investment Company” for a more detailed discussion with respect to Holdco’s potential PFIC status. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the Holdco Ordinary Shares or Holdco Warrants.

The Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

The Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Fintech. In analyzing the Business Combination, the Board and management conducted due diligence on Fintech and researched the industry in which Fintech operates and concluded that the Business Combination was in the best interests of Netfin’s shareholders. Accordingly, investors will be relying solely on the judgment of the Board in valuing the Fintech’s businesses, and the Board may not have properly valued such businesses. The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their public shares for cash, which could potentially impact Netfin’s ability to consummate the Business Combination.

Future resales of Holdco Ordinary Shares and/or Holdco Warrants may cause the market price of such securities to drop significantly, even if its business is doing well.

The Founders and the Sellers will be granted certain rights, pursuant to registration rights agreements, to require Holdco to register, in certain circumstances, the resale under the Securities Act of its Holdco Ordinary Shares or Holdco Warrants held by them, subject to certain conditions. The sale or possibility of sale of these Holdco Ordinary Shares and/or Holdco Warrants could have the effect of increasing the volatility in Holdco Ordinary Share price or putting significant downward pressure on the price of Holdco Ordinary Shares and/or Holdco Warrants.

Holdco may issue additional Holdco Ordinary Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Holdco Ordinary Shares. Additionally, activities taken by existing Netfin shareholders to increase the likelihood of approval of the business combination proposal and other proposals could have a depressive effect on Holdco Ordinary Shares.

Netfin may need to obtain additional financing to complete the Business Combination, either because the transaction requires more cash than is available from the proceeds held in its trust account or because it becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case Holdco may issue additional Holdco Ordinary Shares or other equity securities or incur debt in connection with the Business Combination. Holdco may also issue additional Holdco Ordinary Shares or other equity securities in the future in connection with, among other things, future capital raising and transactions and future acquisitions, without your approval in many circumstances.

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Holdco’s issuance of additional Holdco Ordinary Shares or other equity securities would have the following effects:

•        Holdco’s existing shareholders’ proportionate ownership interest in Holdco may decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Holdco Ordinary Share may be diminished; and

•        the market price of Holdco Ordinary Shares may decline.

At any time prior to the meeting, during a period when they are not then aware of any material nonpublic information regarding Netfin or its securities, the Founders, the Sellers and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such Holdco Ordinary Shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire or vote their shares in favor of the business combination proposal. The purpose of such purchases and other transactions would be to increase the likelihood that the business combination proposal is approved. Entering into any such arrangements may have a depressive effect on the Holdco Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Holdco Ordinary Shares at a price lower than market and may therefore be more likely to sell the Holdco Ordinary Shares he owns, either prior to or immediately after the meeting.

If Netfin’s shareholders fail to properly demand redemption rights, they will not be entitled to redeem their public shares for a pro rata portion of the trust account.

Shareholders holding public shares may demand that Netfin redeem their public shares for a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. Shareholders who seek to exercise this redemption right must deliver their Class A Shares (either physically or electronically) to the Transfer Agent prior to the vote at the meeting. Any shareholder who fails to properly demand redemption rights will not be entitled to redeem his or her public shares for a pro rata portion of the trust account. See the section entitled “Meeting of Netfin Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Shareholders, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares.

A shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares. Accordingly, if you hold more than 20% of the public shares and the business combination proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your public shares and may be forced to hold the public shares in excess of 20% or sell them in the open market. Netfin cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the Class A Shares will exceed the per-share redemption price.

Nasdaq may not list Holdco’s securities, which could limit investors’ ability to make transactions in Holdco’s securities and subject Holdco to additional trading restrictions.

Holdco intends to apply to have its securities listed on Nasdaq upon consummation of the Business Combination. Holdco will be required to meet the initial listing requirements to be listed. Holdco may not be able to meet those initial listing requirements. Even if Holdco’s securities are so listed, it may be unable to maintain the listing of its securities in the future.

If Holdco fails to meet the initial listing requirements and Nasdaq does not list its securities and the related closing condition is waived by the parties, Holdco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage on it; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

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The exercise of Netfin’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in Netfin’s shareholders’ best interests.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Netfin to agree to amend the Business Combination Agreement, to consent to certain actions taken by the Sellers or Fintech or to waive rights that Netfin is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Fintech’s businesses, a request by the Sellers or Fintech to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on the Fintech’s business and would entitle Netfin to terminate the Business Combination Agreement. In any of such circumstances, it would be at Netfin’s discretion, acting through the Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Netfin and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Netfin does not believe there will be any material changes or waivers that Netfin’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Netfin will circulate a new or amended proxy statement/prospectus if changes to the terms of the Business Combination Agreement would have a material impact on its shareholders are required prior to the vote on the business combination proposal.

Because Holdco is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Holdco is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Holdco’s directors or officers, or enforce judgments obtained in the United States courts against Holdco’s directors or officers.

Holdco’s corporate affairs will be governed by its amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Holdco will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Holdco’s directors to Holdco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Holdco’s shareholders and the fiduciary responsibilities of Holdco’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Holdco has been advised by Maples and Calder, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

It may be difficult to enforce a U.S. judgment against Holdco or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

A number of Holdco directors and executive officers are not residents of the United States, and the majority of its assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon Holdco within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. See “Enforceability of Civil Liabilities.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Board will not have the ability to adjourn the meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The Board is seeking approval to adjourn the meeting to a later date or dates if, at the meeting, the business combination proposal is not approved. If the adjournment proposal is not approved, the Board will not have the ability to adjourn the meeting to a later date and, therefore, the Business Combination would not be completed.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express Netfin’s, Holdco’s, the Sellers’ and Fintech’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding Netfin’s, Holdco’s, the Sellers’ and Fintech’s intentions, beliefs or current expectations concerning, among other things, the ability to close the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Fintech operates. The forward-looking statements contained in this proxy statement/prospectus are based on Netfin’s, Holdco’s, the Sellers’ and Fintech’s current expectations and beliefs concerning future developments and their potential effects on the Business Combination and Holdco. There can be no assurance that future developments affecting Netfin, Holdco, the Sellers and Fintech will be those that Netfin, Holdco, the Sellers and Fintech have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Netfin’s, Holdco’s, the Sellers’ and Fintech’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to

•        Those described in the section entitled “Risk Factors”;

•        other factors disclosed in this proxy statement/prospectus; and

•        other factors beyond Fintech’s control.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Netfin, Holdco, the Sellers and Fintech will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the business combination proposal, the merger proposal, the charter proposals or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Netfin, Holdco, the Sellers and Fintech.

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MEETING OF Netfin SHAREHOLDERS

General

Netfin is furnishing this proxy statement/prospectus to Netfin’s shareholders as part of the solicitation of proxies by the Board for use at the meeting of Netfin’s shareholders to be held on [    ], 2020, and at any adjournment or postponement thereof. This proxy statement/prospectus provides Netfin’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the meeting.

Date, Time and Place

The extraordinary general meeting of Netfin will be held at [    ] Eastern time, on [    ], 2020, at http://[    ] and at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, Netfin 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 our shareholders, directors and management team. You or your proxyholder will be able to attend and vote at the meeting online by visiting https://[    ] 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.

Purpose of the Netfin Meeting

At the meeting, Netfin is asking holders of Ordinary Shares to:

(1)    to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including the Business Combination Agreement;

(2)    to consider and vote upon a proposal to approve the merger of Netfin with and into Merger Sub, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco;

(3)    to consider and vote upon separate non-binding proposals to approve the following material differences between the constitutional documents of Holdco that will be in effect upon the closing of the Business Combination and the Current Charter: (i) the name of the new public entity will be “Triterras, Inc.” as opposed to “Netfin Acquisition Corp.”; (ii) Holdco will authorize an increased share capital of 469,000,001 ordinary shares of a par value of US$0.0001 each and 30,999,999 preference shares of a par value of US$0.0001 each by: (a) the redesignation of all issued and unissued Class A Shares and Class B Shares as Holdco Ordinary Shares; (b) the creation of an additional 249,000,001 Holdco Ordinary Shares, each with the rights set out in the constitutional documents of Holdco; (c) the redesignation of all unissued Netfin preference shares as Holdco preference shares; and (d) the creation of an additional 29,999,999 preference shares ; and (iii) the constitutional documents of Holdco will not include the various provisions applicable only to special purpose acquisition companies that the Current Charter contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time); and

(4)    to consider and vote upon a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Netfin is unable to consummate the Business Combination.

Recommendation of the Board

The Board has unanimously determined that the Business Combination is fair to and in the best interests of Netfin and its shareholders; has unanimously approved the proposals to be submitted for shareholder approval at the meeting; and unanimously recommends that shareholders vote “FOR” the business combination proposal, the merger proposal, each of the charter proposals; and the adjournment proposal if the adjournment proposal is presented to the meeting.

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Record Date; Persons Entitled to Vote

Netfin has fixed the close of business on     , 2020, as the “record date” for determining Netfin shareholders entitled to notice of and to attend and vote at the meeting. As of the close of business on     , 2020, there were 32,306,000 Ordinary Shares outstanding and entitled to vote. Each Ordinary Share is entitled to one vote per share at the meeting.

As of     , 2020, the Founders held of record and were entitled to vote an aggregate of 7,006,000 Ordinary Shares. The Ordinary Shares held by the Founders currently constitute approximately 22% of the outstanding Ordinary Shares. The Founders have agreed to vote any Ordinary Shares held by them as of the record date in favor of the Business Combination. As a result, in addition to the Ordinary Shares held by the Founders, Netfin needs 9,147,001 or approximately 36% of the 25,300,000 outstanding public shares to be voted in favor of the Business Combination (assuming all outstanding Ordinary Shares are voted) in order to have it approved. 

Quorum

The presence, in person or by proxy (which would include presence at the hybrid virtual meeting), of the holders of a majority of all the Ordinary Shares entitled to vote constitutes a quorum at the meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Netfin but marked by brokers as “not voted” will be treated as Ordinary Shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as Ordinary Shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its Ordinary Shares on “non-routine” proposals, such as the business combination proposal, the merger proposal and the charter proposals.

Vote Required

The approval of the business combination proposal and the adjournment proposal require approval by Ordinary Resolution. The merger proposal and the charter proposals require approval by Special Resolution. Abstentions and broker non-votes have no effect on any of the proposals.

Voting Your Ordinary Shares

Each Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Ordinary Shares you beneficially own are properly counted.

There are two ways to vote your Ordinary Shares at the meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your Ordinary Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Ordinary Shares, your Ordinary Shares will be voted as recommended by the Board “FOR” the business combination proposal, the merger proposal, the charter proposals and the adjournment proposal, if presented. Votes received after a matter has been voted upon at the meeting will not be counted.

•        You Can Attend the Meeting and Vote in Person.

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://[    ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

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•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Netfin’s Secretary in writing before the meeting that you have revoked your proxy; or

•        you may attend the hybrid virtual meeting, revoke your proxy, and vote, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow, Netfin’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing [    ].info@investor.morrowsodali.com.

Redemption Rights

Any holder of public shares as of the record date may demand that Netfin redeem such public shares for a full pro rata portion of the trust account (which, for illustrative purposes, was $           per public share as of           , 2020), calculated as of two business days prior to the consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination with Fintech is consummated, Netfin will redeem these public shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these public shares following the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption rights with respect to more than 20% of the issued and outstanding public shares. Accordingly, all public shares in excess of 20% held by a shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will not be redeemed for cash.

The Founders will not have redemption rights with respect to any Ordinary Shares owned by them, directly or indirectly, in connection with the Business Combination.

Holders of public shares or units who wish to exercise their redemption rights must (i) if they hold their public shares through units, elect to separate their units into the underlying public shares and warrants and (ii) prior to 5:00 p.m., Eastern time, on [              ], 2020, (a) submit a written request to the Transfer Agent that Netfin redeem their public shares for cash and (b) deliver their public shares to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit and Withdrawal at Custodian).

If the shareholder holds its public shares in “street name,” they will have to coordinate with their broker to have their public shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the public shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their public shares.

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Any request to redeem such public shares, once made, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with our consent, until the Closing. A shareholder that has delivered its public shares to the Transfer Agent in connection with a redemption request who subsequently decides not to exercise redemption rights may withdraw the redemption request any time prior to the deadline for submitting redemption requests and thereafter, with our consent, until the Closing, by contacting the Transfer Agent and requesting that it return the public shares (physically or electronically) to such shareholder.

If the Business Combination is not approved or completed for any reason, then shareholders who elected to exercise their redemption rights will not be entitled to redeem their public shares for a pro rata portion of the trust account. In such case, Netfin will promptly return any public shares delivered by such holders.

The closing price of the Class A Shares on     , 2020, was $        . The cash held in the trust account on such date was approximately $         ($         per Public Share). Prior to exercising redemption rights, shareholders should verify the market price of the Class A Shares as they may receive higher proceeds from the sale of their Class A Shares in the public market than from exercising their redemption rights if the market price per Class A Share is higher than the redemption price. Netfin cannot assure its shareholders that they will be able to sell their Class A Shares in the open market, even if the market price per Class A Share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Class A Shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its public shares for cash and will no longer own those public shares. A redeeming shareholder will be entitled to receive cash for these public shares only if, prior to the deadline for submitting redemption requests, it (a) properly demands redemption and (b) delivers its public shares (either physically or electronically) to the Transfer Agent, and the Business Combination is consummated.