Filed Pursuant to Rule 424(b)(3)

Registration No. 333-248486

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

NOTICE OF
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON NOVEMBER 10, 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 9:00 a.m. Eastern time, on November 10, 2020, at http://www.cstproxy.com/netfinspac/sm2020 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://www.cstproxy.com/netfinspac/sm2020 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement. 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”;

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(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 October 12, 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
		/s/ Martin Jaskel
		Martin Jaskel
		Chairman of the Board of Directors

October 29, 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

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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 October 29, 2020 and is first being mailed to Netfin shareholders on or about October 30, 2020.

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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 9:00 a.m. Eastern time, on November 10, 2020, at http://www.cstproxy.com/netfinspac/sm2020 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://www.cstproxy.com/netfinspac/sm2020 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement.

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 October 29, 2020, and is first being mailed to Netfin shareholders on or about October 30, 2020.

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		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		50
MEETING OF NETFIN SHAREHOLDERS		51
THE BUSINESS COMBINATION PROPOSAL		56
THE BUSINESS COMBINATION AGREEMENT		82
THE MERGER PROPOSAL		92
THE CHARTER PROPOSALS		94
THE ADJOURNMENT PROPOSAL		96
INFORMATION ABOUT EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES		97
OTHER INFORMATION RELATED TO NETFIN		104
BUSINESS OF FINTECH		112
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		125
OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF FINTECH		134
BENEFICIAL OWNERSHIP OF SECURITIES		145
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		147
DESCRIPTION OF HOLDCO’S SECURITIES		151
PRICE RANGE OF SECURITIES AND DIVIDENDS		165
APPRAISAL RIGHTS		166
SUBMISSION OF SHAREHOLDER PROPOSALS		166
EXPERTS		166
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		166
WHERE YOU CAN FIND MORE INFORMATION		167
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

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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 Holdco’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.

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“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

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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. Furthermore, approval of the charter proposals is not required for us to proceed with the Business Combination if the business combination proposal and merger proposal are approved. 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.” These proposals will only be approved and adopted if both proposals are approved by shareholders.

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”), which shareholders will be able to vote separately on: (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, is non-binding and 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. Furthermore, approval of the charter proposals is not required for us to proceed with the Business Combination if the business combination proposal and merger proposal are approved. 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. These proposals will only be approved and adopted if both proposals are approved by shareholders.

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

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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 will, by their terms, be assumed by Holdco and thereby entitle the holders to purchase ordinary shares of Holdco (and not Netfin) at a purchase price of $11.50 per share. This 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. If redemptions exceed the maximum redemption scenario described herein, Netfin will need to seek additional debt or equity financing, which may only be obtained with the prior written consent of the Sellers.

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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.

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 November 6, 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 $257,260,000, or $10.17 per public share, as of October 12, 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.

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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 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 9:00 a.m. Eastern time, on November 10, 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 November 8, 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://www.cstproxy.com/netfinspac/sm2020, 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.

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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.

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 be assumed by Holdco and will entitle you to purchase ordinary shares of Holdco on the same terms as your Netfin Warrants. 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 be assumed by Holdco and thereby entitle holders to purchase ordinary shares of Holdco (and not Netfin) on the same terms as your Netfin Warrants. 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

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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: NFIN.info@investor.morrowsodali.com

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

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 October 12, 2020, there was approximately $257,260,000 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.

Our Sponsor

Our Sponsor is a Nevada limited liability company that is owned and controlled by members of our management team. Our Sponsor owns 6,260,000 Class B Shares, 681,000 Class A Shares and 681,000 warrants to purchase our Class A Shares. For a description of our Sponsor’s interests in the business combination, see “— Interests of Netfin’s Directors and Officers in the Business Combination.”

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 and trade finance for small and medium sized enterprises. Fintech believes its proprietary Kratos™ digital marketplace (“Kratos”), launched in June 2019, is one of the world’s largest (as measured by total transaction volume) commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital from lenders directly online. Kratos currently has two different modules each providing distinct revenue streams, as well as the supporting “Risk Assessment” module, with three additional modules and revenue streams in the late stages of development and expected to be completed between October 2020 and February 2021. Fintech monetizes the Kratos platform by charging fees to its users on Transaction Volume and Trade Finance Volume. Kratos facilitates global commodities trading and trade finance for small and medium sized enterprises, and maintains a presence in key trading centers across the world, including Singapore, the U.K. and the U.S., see “Business of Fintech — Geographic Footprint & Employees”. In its first thirteen months from June 2019 through August 2020 (inclusive), Kratos facilitated more than 4,800 transactions comprising over US$7.7 billion in Transaction Volume and US$1.1 billion in Trade Finance 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.

Foreign Private Issuer and Controlled Company

We are a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, we are permitted to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards of NASDAQ applicable to U.S. domestic companies. For example, we are not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to continue to follow our home country’s corporate governance practices as long as we remain a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to NASDAQ corporate governance requirements. As a foreign private issuer, we are also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

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Upon the completion of the Business Combination, we will be a “controlled company” as defined under the rules of NASDAQ, because Mr. Srinivas Koneru, our founder, Executive Chairman and Chief Executive Officer, will be able to exercise 61.5% of the aggregate voting power of our total issued and outstanding shares (assuming no public shares are redeemed as described in this proxy statement/prospectus). Under the rules of NASDAQ, a “controlled company” may elect not to comply with certain corporate governance requirements. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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;

(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.

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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;

(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, Alvin Tan, Martin Jaskel, Richard Maurer, Vanessa Slowey, Matthew Richards, and Kenneth Stratton. 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.

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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. Furthermore, approval of the charter proposals is not required for us to proceed with the Business Combination if the business combination proposal and merger proposal are approved. See the section entitled “The Charter Proposals.”

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 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.”

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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 (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 October 12, 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.

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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 9:00 a.m., eastern time, on November 10, 2020, at http://www.cstproxy.com/netfinspac/sm2020 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 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://www.cstproxy.com/netfinspac/sm2020 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 November 8, 2020 at https://www.cstproxy.com/netfinspac/sm2020. 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://www.cstproxy.com/netfinspac/sm2020, 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 October 12, 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.

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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.

• The approval of each of the charter proposals will require approval by Special 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. These proposals will only be approved and adopted if both proposals are approved by shareholders.

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 November 6, 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 $257,260,000, or $10.17 per public share, as of October 12, 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.

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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.

If the number of redemptions exceeds the maximum redemption scenario described herein, Netfin may need to obtain additional debt or equity financing to the complete the Business Combination. Any such financing would require the prior written consent of the Sellers.

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.”

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 $74,002,500 based on the closing price of $11.70 per Class A Share on Nasdaq on October 12, 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

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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.

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;

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• 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.

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;

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• 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);

• 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.

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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	$	82,782
Seller Rollover Equity		525,000		525,000
Total Sources	$	780,080	$	607,782

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		4,782
Total Uses	$	780,080	$	607,782

____________

(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 continuation of Fintech in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Under this method of accounting, while Holdco is the legal acquirer of both Netfin and Fintech, Fintech has been identified as the accounting acquirer of Netfin for accounting 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, 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.”

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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

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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	)

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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 $172.3 million (17,093,016 Class A Shares at $10.08 per share), are effected such that following (i) payment of $60 million in Cash Consideration to the Sellers, (ii) payment by Netfin to its stockholders who have validly elected to have their Class A Shares redeemed for cash, and (iii) payment of $18 million in estimated transaction expenses, 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		66,835,403

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2019
Total current assets	$	196,820	$	24,522
Total assets	$	197,112	$	24,814
Total current liabilities	$	3,375	$	3,375
Total liabilities	$	3,375	$	3,375
Total stockholders’ equity	$	193,737	$	21,439

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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 $172.3 million (17,093,016 Class A Shares at $10.08 per share), are effected such that following (i) payment of $60 million in Cash Consideration to the Sellers, (ii) payment by Netfin to its stockholders who have validly elected to have their Class A Shares redeemed for, (iii) payment of $18 million of estimated transaction expenses, 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							Combined Pro Forma				FinTech Equivalent Per Share Pro Forma
	FinTech (Historical)		Historical			Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
As of and for the year ended December 31, 2019
December 31, 2019 book value per share(a)	$	3.27	$	0.15		$	7.63	$	4.88	$	2.31	$	0.32	$	23.83	$	3.31

Cash dividends per share	$	—	$	—			N/A		N/A	$	—	$	—	$	—	$	—

Weighted average shares:(b)
Weighted average share outstanding of Class A and B common stock – basic and diluted		—		32,306,000			N/A		N/A		—		—		—		—
Weighted average share outstanding of common stock – basic and diluted		3,333,433		—			N/A		N/A		83,928,419		66,835,419		51,622,419		51,622,419

Earnings (loss) per share:
Loss per per Class A shares, basic and diluted	$	—	$	(0.10	)		N/A		N/A	$	—	$	—	$	—	$	—
Earnings per share, basic and diluted	$	4.07	$	—			N/A		N/A	$	0.15	$	0.19	$	1.57	$	1.97

____________

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

(b) Represents an exchange ratio for the Holdco Ordinary Shares to be issued for the equity interests of Fintech of 10.32 (51,622,419 divided by 5,000,100).

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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, Trade Finance 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

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additional 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 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.

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The platform’s total transaction 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 total transaction 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 total transaction 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 Volume or user growth as anticipated.

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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 Volume 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.

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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 total transaction 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 Transaction Volume in the coal market, which represented 2% of the commodity trades (by value) facilitated by Kratos, and the palm oil market which represented 1% of the commodity trades (by value) facilitated by Kratos as well as a substantial portion of the 46% of Kratos commodity trades (by value) attributable to oil seeds, each for the period from June 2019 through August 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 Trade Finance Volume 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;

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• 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 total 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 total transaction 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 total transaction volume 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 total transaction 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 total transaction volume 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. 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.

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.

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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 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,

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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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• 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.”

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of NASDAQ. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NASDAQ corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NASDAQ corporate governance listing standards.

We are a company incorporated in the Cayman Islands, and we have applied for listing of the Holdco Ordinary Shares on NASDAQ. NASDAQ market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards.

Among others, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.

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We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act, however, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on August 31, 2021.

In the future, we would lose our foreign private issuer status if a majority of our shareholders are U.S. residents or if a majority of our directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on NASDAQ that are available to foreign private issuers.

We will be a “controlled company” within the meaning of NASDAQ’s corporate governance rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We will be a “controlled company” as defined under NASDAQ’s corporate governance rules because Mr. Srinivas Koneru, who will be our Executive Chairman and Chief Executive Officer upon completion of the Business Combination, will beneficially own more than 50% of our total voting power immediately after the completion of the Business Combination. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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 November 10, 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 9:00 a.m. Eastern time, on November 10, 2020, at http://www.cstproxy.com/netfinspac/sm2020 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://www.cstproxy.com/netfinspac/sm2020 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement.

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 October 12, 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 October 12, 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.

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.

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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 NFIN.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 $10.17 per public share as of October 12, 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 November 6, 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 October 12, 2020, was $11.70. The cash held in the trust account on such date was approximately $257,260,000 ($10.17 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.

Appraisal Rights

Proxy Solicitation Costs

Netfin is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone, on the Internet or in person. Netfin and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Netfin will bear the cost of the solicitation.

Netfin has hired Morrow to assist in the proxy solicitation process. Netfin has agreed to pay Morrow a fee of $25,000 plus disbursements.

Netfin will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Netfin will reimburse them for their reasonable expenses.

Founders

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The Class B Shares will automatically convert into 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 the Business Combination, the closing price of the Holdco Ordinary 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 Holdco completes a liquidation, merger, share exchange or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary 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.

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 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 business combination proposal. The purpose of such purchases and other transactions would be to increase the likelihood that the business combination proposal is 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.

If such transactions are effected, the consequence could be to cause the business combination proposal 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.

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THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus.

General

Structure of the Business Combination

The Business Combination Agreement was entered into by and among Netfin, Holdco, Merger Sub, the Sponsor and the Sellers on July 29, 2020 and amended on August 28, 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 the Plan of Merger in form and substance reasonably acceptable to Netfin and the Sellers 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, at the Effective Time, the Netfin shareholders will no longer be shareholders of Netfin and will instead become shareholders of Holdco, as follows:

(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.

For more information about the Business Combination, please see the section titled “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 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 and (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 and (b) the date on which the Holdco Ordinary Shares trade on the Nasdaq at a closing price greater than $15.00 for 20 trading

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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 and (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.

Equity Ownership Upon Closing

As of the date of this proxy statement, there are 32,306,000 Ordinary Shares of Netfin 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 page 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 ordinary share and, following the consummation of the business combination, will entitle the holder thereof to purchase 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 warrants.

Related Agreements

Registration Rights Agreement

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Lock-Up Agreement

At the Closing, Holdco, Netfin and the Sponsor will enter into a lock-up agreement with the Sellers and any of Sellers’ 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.

Employment Agreements

At the Closing, Holdco will enter into employment agreements with the following individuals: Srinivas Koneru (Chairman), John Galani (Chief Operating Officer), Jim Groh (Executive Vice President), Alvin Tan (Chief Financial Officer) and Ashish Srivastava (Senior Vice President). The employment agreements provide for a fixed base salary, which varies depending on the employee, and a discretionary performance cash bonus of 33% of base salary for each fiscal year. The agreements are terminable with 30 days’ notice from either Holdco or the relevant employee. During the term of employment and for 6 months thereafter, each employee is subject to a non-compete whereby such employee may not engage in any business or entity in the same field of commercial activities as Holdco, in any instance, anywhere Holdco conducts its commercial activities.

Headquarters; Share Symbols

After completion of the Business Combination:

• the corporate headquarters and principal executive office of Holdco will be 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619, which is the Company’s corporate headquarters; and

• if the parties’ application for listing is approved, Holdco’s ordinary shares and warrants are expected to be listed for trading on Nasdaq under the symbols TRIT and TRITW, respectively.

Background of the Business Combination

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. The Business Combination is the result of an extensive search for a potential transaction utilizing the global network and investing and transaction experience of Netfin’s management team and Board. As part of this search, Netfin signed eleven (11) non-disclosure agreements related to potential targets for the Business Combination. The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of Netfin and the Sellers. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement and the Business Combination.

Prior to the consummation of the IPO, neither Netfin, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a potential business combination.

The prospectus for the IPO states that we intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

• whether the target can benefit from our management team’s relationships and experience;

• whether the target was located in a faster-growing segment in developed and emerging international markets, with potential focuses on technology, financial technology, trade finance and mobile banking;

• whether the target had a competitive technological edge;

• whether the target had the potential for strong free cash flow generations;

• whether the target had a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry;

• whether the target was underperforming its potential and was at an inflection point, such as requiring additional management expertise or innovation through new operational techniques; and

• whether the target could benefit from access to capital.

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B. Riley FBR, Inc. (“B. Riley”) served as the representative of the underwriters in the IPO.

Following the IPO, Netfin searched for business combination candidates. Through the signing of the Business Combination Agreement, representatives of Netfin contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions. During that period, Rick Maurer, the Chief Executive Officer and a Director of Netfin, Martin Jaskel, Chairman and a Director of Netfin, Marat Rosenberg, President and a Director of Netfin, Vadim Komissarov, a Director of Netfin, Will O’Brien, a Director of Netfin and Gerry Pascale, Chief Financial Officer of Netfin:

• developed a list of over 50 business combination candidates that fit Netfin’s criteria;

• held conversations with management teams, sponsors and representatives of numerous potential targets; and

• held meetings, conversations and evaluated fourteen potential transactions, including the Business Combination, all in the financial segment of the technology services and software industry, prior to focusing their efforts on the Business Combination.

Based on the discussions and negotiations with potential targets, Triterras Asia Pte. Ltd (together with its direct and indirect subsidiaries, “Triterras Asia”) and subsequently Fintech emerged as a frontrunner to pursue the Business Combination.

On August 5, 2019, Mr. Maurer called Srinivas Koneru, the chairman and majority shareholder of Triterras Asia to discuss a potential transaction between Triterras Asia and Netfin. Mr. Koneru was known to Mr. Maurer because of previous business affiliations, including as a 10% minority shareholder of Exxova, Inc., an IT-services business founded by Mr. Koneru in 2005 which was subsequently sold in 2010. In addition, one of Mr. Maurer’s ventures, Longview Resources Group, was then an existing customer of Fintech and remains a customer of Fintech as of the date of this proxy statement/prospectus, accounting for 5.2% and 9.4% of Fintech’s revenue for the fiscal year ended February 29, 2020 and the six months ending August 31, 2020, respectively. After the call, Mr. Koneru sent Mr. Maurer Triterras Asia overview materials and extended an invitation to Mr. Maurer, Mr. Rosenberg and Mr. Komissarov (collectively, the “Netfin Team”) to come to the Triterras Asia Headquarters offices in Singapore during the week beginning August 12, 2019.

On August 6, 2019, Triterras Asia engaged Milbank LLP as counsel for a potential transaction with Netfin.

On August 12, 2019, the Netfin Team met with Mr. Koneru, Mr. Cheam Hing Lee and Mr. Karthik Annapragada, an advisor to Triterras Asia, at the Triterras Asia headquarters to discuss a potential transaction, including potential transaction structures and the process for Netfin to complete a transaction in light of its status as a special purpose acquisition company. In addition, the Netfin Team met individually with each of Triterras Asia’s management personnel responsible for its financial, operations, physical commodity trading, trade finance, trade credit insurance, human resources, technology applications and technology development business activities.

On August 19, 2019, the Netfin Team had a telephonic discussion with Martin Jaskel, the Chairman of Netfin, summarizing their activities, with a majority of the discussion centering around those activities involving their interaction Messrs. Koneru and Cheam, Triterras Asia’s shareholders, and Triterras Asia’s senior management team.

During the week of September 1 through September 8, 2019, Mr. Maurer performed on-site due diligence at Triterras Asia’s headquarters. Later in the week, Mr. Maurer was joined on-site by Messrs. Rosenberg and Komissarov. During Thursday and Friday of the week, each of Triterras Asia’s management personnel responsible for the financial, operations, physical commodity trading, trade finance, trade credit insurance, human resources, technology applications and technology development business activities made formal presentations to the Netfin Team.

During the next three weeks of September, 2019, Messrs. Maurer, Rosenberg and Komissarov spoke often telephonically with Messrs. Koneru and Cheam to further discuss a potential business combination with Triterras Asia.

On September 18, 2019, Milbank set up an electronic data room with a third-party vendor to house, and supply access to, all of the due diligence documents requested by the various parties.

Beginning on September 27, 2019 and for the next few days, the Netfin Team met in New York City with Messrs. Koneru, Cheam and Annapragada to discuss a high-level summary of a preliminary proposal of potential business combination terms.

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On or around September 28, 2019, Netfin engaged Winston & Strawn LLP (“Winston”) as counsel for a potential transaction with Triterras Asia.

On October 1, 2019, Netfin, Triterras Asia, Mr. Koneru, Triterras Holdings Pte. Ltd. and TAPL Investments Ltd executed a letter of intent encompassing the major terms and conditions of a proposed business combination, including the acquisition of Triterras Asia, and certain of its subsidiaries for aggregate consideration of approximately $1.3 billion, $50 million of which would be paid in cash and the remainder in ordinary and preferred shares. The letter of intent provided for an exclusive negotiating period for the parties through December 30, 2019.

On October 22, 2019, Triterras Asia began to upload certain legal and financial documents, as well as business presentations into the data room and granted access to Netfin, B. Riley and Winston to start the review process. From and after this date, Triterras Asia provided documents and additional due diligence information in response to requests from Netfin, B. Riley and Winston.

In late-October through early November 2019, Winston engaged local counsel in Singapore, Malaysia, Australia and Cayman Islands to perform legal due diligence on Triterras Asia.

On November 14, 2019, Winston sent an initial draft of the Business Combination Agreement to Milbank. From this date until March 10, the parties to the Business Combination negotiated the terms of the Business Combination Agreement.

From December 3 through December 8, 2019, Messrs. Maurer, Rosenberg, Komissarov, Koneru, Cheam and Annapragada met in New York City to discuss the Business Combination Agreement as well as a potential private placement transaction by Netfin to be closed at the same time as the eventual announcement of the Business Combination.

On December 9, 2019, Mr. Rosenberg emailed transaction organizational materials prepared by B. Riley to Messrs. Koneru, Cheam, Annapragada and Tom Trowbridge and asked them to provide the financial model of Triterras Asia’s business.

On December 19, 2019, Netfin executed an engagement letter with B. Riley and Nomura Securities International, Inc. (“Nomura”) to provide financial advisory services in connection with the contemplated private placement. Netfin also signed an engagement letter with Nomura to provide capital markets advisory services, with the understanding that Nomura would provide their customary due diligence services in connection with Netfin’s contemplation of the Business Combination.

On December 20, 2019, the parties to the October 1, 2019 letter of intent entered into an amendment to extend the exclusivity period through February 29, 2020.

On December 20, 2019, Mr. Annapragada sent the Triterras Asia financial model to Netfin.

On December 30, 2019, B. Riley and Nomura’s analytical team held a conference call with Netfin to discuss the valuation of Triterras Asia.

From January 2, 2020 to January 5, 2020, the Netfin Team and a B. Riley representative conducted on-site due diligence at Triterras Asia’s headquarters in Singapore and conducted management interviews with Triterras Asia’s senior management and had a two-day session to review the technology platform and understand assumptions and projections of Triterras Asia’s financial model.

On January 15, 2020, the private placement investor presentation was completed and road show meetings were held from January 16, 2020 to March 6, 2020. Together, Netfin and Triterras Asia contacted approximately 53 investors.

Despite positive reception from the investment community, with the onset of COVID-19, on March 10, 2020, Netfin and Triterras Asia decided to abandon the private placement efforts and postpone the Business Combination.

On April 30, 2020, Mr. Rosenberg and Mr. Komissarov had a call with Mr. Koneru, who updated Netfin on the business results of Triterras Asia. The Netfin Team and Triterras Asia decided to revive the Business Combination discussions.

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On May 14, 2020, Mr. Rosenberg and Mr. Komissarov had a call with B. Riley and Nomura to discuss Triterras Asia’s performance during the COVID-19 pandemic and agree on the next steps and timeline for the Business Combination.

On May 18, 2020, Mr. Annapragada sent an updated Triterras Asia financial model to Netfin.

On May 26, 2020, B. Riley and Netfin held a call to discuss marketing strategy and obtain a market update.

On June 8, 2020, B. Riley, Nomura, Mr. Rosenberg and Mr. Komissarov held a due diligence call to discuss the updated financial model regarding Triterras Asia with Mr. Annapragada and James Groh.

In the third week of June, Netfin engaged White & Case LLP (“W&C”) as counsel for filing and regulatory approval procedures connected to the Business Combination.

On June 17, 2020, the Netfin Team received feedback from B. Riley and Nomura on the valuation of Triterras Asia.

From June 18, 2020 to June 26, 2020 the Netfin Team held negotiations with Mr. Koneru to agree on revised terms for the Business Combination, including an earnout provision that would provide that the Sellers would be entitled to receive (i) 5 million shares if the combined company achieved 90% of fiscal 2020 estimated net income target or the combined company’s shares trade above $13.00 for 20 days during any 30-day trading period within one year post business combination; (ii) 5 million shares if the combined company achieves 90% of fiscal 2021 estimated net income target or the share price exceeds $15.00 for 20 days during any 30-day trading period within two years after the business combination; and (iii) 5 million shares if the combined company achieves 90% of fiscal 2022 estimated net income target or the share price exceeds $17.00 for 20 days during any 30-day trading period within three years after the business combination.

On June 27, 2020, the parties to the previous letter of intent executed a new letter of intent and Netfin made a public announcement of its intent to acquire Rhodium Resources Pte. Ltd. and its direct and indirect subsidiaries (collectively, “Triterras Holdings”) and Fintech.

On July 6, 2020, Triterras Asia provided results of its operations from June 2019 and June 2020 stating that Fintech generated over US$6.6 billion in total transaction volume on its Kratos platform.

After consultations with B. Riley, Winston and W&C, the Netfin Team approached Mr. Koneru seeking to change the structure of the contemplated business combination so that Netfin would acquire only Fintech (and not Triterras Holdings) at a pre-money common equity value of $585 million. Assuming no redemptions from Trust, this implies a pro forma Enterprise Value / 2021 EBITDA multiple equal to 8.0x based on a $10.17 estimated trust value per share at closing. Netfin believed the acquisition of Fintech, rather than Triterras Holdings would maximize short- and long-term shareholder value by creating a fast growing fintech pure-play with a 100% fee-based platform business, while mitigating balance sheet exposure in other parts of the Triterras Holdings business. Mr. Koneru agreed to the change in structure, and negotiations to finalize the Business Combination took place between the Netfin Team and Mr. Koneru, and their respective advisors, between July 6, 2020 and July 28, 2020.

On July 16, 2020, Mr. Annapragada provided the Netfin Team with financial projections of Fintech, which are the same projections as are included in this proxy statement/prospectus.

On July 28, 2020, Netfin’s board of directors approved the Business Combination.

On July 29, 2020, Netfin and the sellers of Fintech entered into the Business Combination Agreement.

On July 29, 2020, Netfin issued a press release announcing the execution of the Business Combination Agreement and the Business Combination and held a pre-recorded investor call to discuss the Business Combination and Fintech’s business. Thereafter, Netfin filed a Current Report on Form 8-K with the SEC attaching the press release, the transcript of the investor call and an investor presentation to be used in connection with the Business Combination (the “Investor Presentation”).

On July 31, 2020, Netfin filed a Current Report on Form 8-K with the SEC attaching the Business Combination Agreement and an updated Investor Presentation.

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On August 28, 2020, the parties to the Business Combination Agreement entered into an amendment to the Business Combination Agreement to change the periods for which Holdco’s Adjusted EBITDA* will be measured in connection with the Earnout Share Consideration from the fiscal years ended February 28, 2020, 2021 and 2022 to the fiscal years ended February 28, 2021, 2022 and 2023.

The parties have continued and expect to continue regular discussions in connection with, and to facilitate, the consummation of the Business Combination.

Netfin’s Board of Directors’ Reasons for Approval of the Business Combination

The Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Board may have given different weight to different factors. This explanation of Netfin’s reasons for the Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the Board reviewed the results of the due diligence conducted by its management, which included:

• extensive meetings and calls with Fintech’s management team, including with regards to operations and forecasts;

• extensive meetings and calls with Fintech’s equity holders, advisors and auditors;

• multiple visits to Fintech’s headquarters in Singapore;

• commercial, operational, financial, accounting, tax, legal, insurance, environmental, technology and regulatory due diligence carried out by the Netfin Team and Netfin’s legal and financial advisors;

• research on comparable public companies;

• research on comparable transactions;

• the financial projections provided by Fintech’s management team and the assumptions underlying such projections;

• review of Fintech’s material contracts;

• consultation with industry experts;

• extensive financial and valuation analysis of Triterras’ and the Business Combination by Netfin and its financial advisors; and

• Fintech’s audited and unaudited financial statements.

The factors considered by the Board included, but was not limited to, the following:

• Leading fintech blockchain enabled platform serving trade and trade finance with a first mover advantage. Netfin believes Kratos, Fintech’s platform, is one of the world’s largest commodity trading and trade finance platforms which facilitates physical commodities trading, trade finance, credit insurance and logistics solutions for SMEs using innovative blockchain-enabled technology. In its first thirteen months from June 2019 through June 2020 (inclusive), Kratos facilitated more than 3,500 transactions comprising more than US$6.6 billion of total transaction volume on its platform. Netfin believes Kratos is the only digital platform in the market to use blockchain, support live transactions, offer trade finance and to have exceeded US$6 billion in total transaction volume.

• Public market-ready scale, profitability and favorable user distribution and network effect. Netfin believes Kratos has reached critical mass as a highly valuable tool for commodity traders and financiers, which in turn is driving significant revenue, EBITDA* and net income growth, independently of

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Rhodium, its largest customer that helped kickstart the platform. This year, Rhodium is anticipated to attribute less than 15% of Fintech’s net revenue, and this decrease is expected to continue. For its fiscal year 2021, the Projections (as defined below) forecast US$17 billion in Transaction Volume, US$122.7 million net revenue, $84.3 million EBITDA, and US$71.4 million net income. The pro forma market cap is expected to be in excess of US$850 million at estimated trust value per share at closing (US$10.17), assuming no redemptions in connection with the Business Combination.

• Fast growing business with strong execution, exceeding forecasts. Fintech is experiencing significant growth, and it has already facilitated US$2.9 billion of total transaction volume growth for the month period ending June 2020. This represents a 70% increase in monthly average Transaction Volumes over the previous year. Projections forecast US$7.8 billion Transaction Volume for the 12 months ending February 2021. The Projections forecast 169% FY19-FY21E Revenue CAGR.

• High margin and profit fintech pure-play, with an all fee-based business and zero balance sheet exposure. The Projections forecast a 69% FY21E EBITDA margin. Fintech has a 100% fee-based model that generates fees by facilitating trade and trade finance. Fintech currently charges a 0.30% fee on transaction value, which is well priced for the fraud protection, transparency, speed, analytics and efficiency that the platform delivers. Fintech charges a 1.30% fee on the amount financed, which is lower than other “offline” financing arrangements that Netfin believes is generally closer to 2.0% to 2.25%. All revenue is generated from charging fees to users on their Transaction Volume and Trade Finance Volume. Netfin views the fact that Fintech has no balance sheet exposure as advantageous in the COVID-19 environment. Fintech is a pure play fast growing financial technology company in a high earnings multiple segment. Netfin’s board of directors believes that this capital-light, highly profitable business model with minimal credit or commodity risk will continue to generate strong margins and free cash flow.

• Disruptive fundamentals with transformational benefits for its users, which directly addresses a US$1.5 trillion problem in the industry. For commodity traders, Netfin believes that Kratos provides transformational benefits including lower transaction costs, faster cycle times, fraud mitigation, improved counterparty discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos cuts administration costs, mitigates risk and the risk of fraud, and provides a marketplace of borrowers who have been subject to bank-grade anti-money laundering and “know-your-customer” checks. The WTO estimates SMEs had a US$1.5 trillion trade finance shortfall in 2019, and Netfin believes that Kratos directly solves the prohibitively high lender admin cost structure for sub US$10 million trade finance loans, which is one of the key contributing factors to this shortage of trade finance availability.

• High barriers to entry and sticky user base exhibiting a referral network effect, showing significant growth potential. Launching a working and effective platform of this type for users requires a critical mass of traders and lenders. Platform launches are a difficult undertaking, and Kratos had a strategic advantage in accomplishing this goal through its relationship with Rhodium, which allowed it to have instant scale and profitability, which Netfin believes would be difficult to replicate. Kratos as of June 30, 2020 had more than 65 distinct users. Initial adoption and usage has been very strong. Fintech expects its current customers will continue bring their trading counterparties onto the platform.

• Low risk of technological obsolescence and growing product suite covering full range of trade and trade finance. Netfin believes that Fintech offers a complete solution and with three active modules. Fintech is in the late development stages for two additional modules (Insurance and Logistics), which are both expected to launch on or by February 2021. Fintech plans to add a Supply Chain Finance module and other applications during fiscal year 2021 to expand its customer experience and maintain its existing competitive advantage.

• Proven and experienced management team with industry and technology expertise. Fintech benefits from a strong entrepreneurial leadership team that links two complementary skill sets: technology development and deployment expertise, combined with trade finance and physical commodities trading experience. Netfin believes this combination provides a competitive advantage as trade finance and physical commodities trading businesses are often slow to adopt technology,

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while technology firms or consortiums often lack the in-depth experience and relationships that are critical in the trade finance and physical commodities trading business.

• Terms of Business Combination Agreement and related agreements. Netfin’s board of directors reviewed the financial and other terms of the Business Combination Agreement and related agreements and determined that they were the product of arm’s-length negotiations among the parties.

• Shareholder Approval. Netfin’s board of directors considered the fact that in connection with the Business Combination, shareholders have the option to (i) remain shareholders of the Company, (ii) sell their shares on the open market or (iii) redeem their shares for the per share amount held in the trust account.

In the course of its deliberations, the Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

• The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame.

• The risk that the Business Combination might not be consummated in a timely manner or that the Closing might not occur despite the Company’s efforts, including by reason of a failure to obtain the approval of Netfin’s shareholders.

• The risk that the transactions contemplated by the Business Combination Agreement would not be completed in accordance with their respective terms or at all.

• The significant fees and expenses associated with completing the Business Combination and other related transactions and the substantial time and effort of management required to complete the Business Combination.

• Fintech has a limited operating history and its business is nascent, unproven and subject to material risks, and is therefore not assured to be profitable.

• Fintech may not be able to implement its business plans successfully in a timely manner, or at all.

• Fintech is subject to user concentration risks arising from dependence on commodities produced in Indonesia.

• The success of the 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 Fintech’s business.

• Notwithstanding any potential intellectual property rights that Fintech may acquire, competitors may independently develop products or services similar to or better than Fintech’s.

• The platform’s total transaction volume, and consequently Fintech’s revenues and profits, could be materially adversely affected if Fintech is unable to retain its current customers or attract new customers.

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

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

• Fintech may underestimate resources required to complete a project.

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

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

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• Fintech has an evolving business model.

• Fintech operates in a highly competitive market.

• Fintech may not adjust its expenses quickly enough to match a significant deterioration or other developments in global financial markets.

• Fintech is dependent on external, non-exclusive sources of funding to provide trade financing to its users and a withdrawal of a major financing source from Kratos may have a significant impact on Fintech’s business and profits.

• Unexpected political events, trends and changes in policies in the countries and regions in which Fintech operates may adversely affect Fintech’s business.

• Natural disasters or other unanticipated catastrophes could impact Fintech’s results of operations.

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

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

• Fintech’s business has substantially depended on its relationship with Rhodium Resources Pte. Ltd. to initially deliver customers and drive traffic for Fintech’s platform, and any future changes in this relationship may adversely affect Fintech’s business, financial condition and results of operations.

• Fintech’s business depends on its ability to attract and retain high quality management staff and employees.

• Fintech relies on its reputation in the commodities trading industry to grow its customer base and secure financing and liquidity, and damage to Fintech’s reputation or brand name may have an adverse effect on its business.

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

• The failure of any of Fintech’s 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.

• Fintech’s ability to access capital markets could be limited.

• Fintech relies on the performance of its technology platform, the failure of which could have an adverse effect on Fintech’s business and performance.

• Cyber-attacks and other security breaches could have an adverse effect on Fintech’s business.

• Claims brought against Fintech could cause it to incur significant costs and adversely affect Fintech’s operating results, its reputation or its relationship with customers.

• The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

• Following the Business Combination, Fintech 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 its accounting and other management systems and resources may not be adequately prepared to meet those requirements.

• Fintech’s failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact its reputation and results of operations.

• Fintech’s 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 Fintech’s own ethical or compliance standards, which could in turn expose it to sanctions, regulatory penalties, civil claims, tax claims, damage to Fintech’s reputation, accounting adjustments or other adverse effects.

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After considering the foregoing potentially negative and potentially positive reasons, the Board concluded, in its business judgment, that the potential positive reasons relating to the Business Combination and the other related transactions outweighed the potentially negative reasons.

Certain Forecasted Financial Information for the Company

Fintech does not as a matter of course make public projections as to earnings or other results. However, in connection with its consideration of the potential combination, the Board was provided with prospective financial information prepared by the management of Fintech (collectively, the “Projections”).

The Projections are included in this proxy statement/prospectus solely to provide Netfin’s stockholders access to information made available in connection with the Board’s consideration of the Business Combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were presented to the Board, which was in July 2020.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the IFRS with respect to prospective financial information. The Projections have not been audited. Neither the independent registered public accounting firms of Netfin or Fintech nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of Netfin and Fintech assume no responsibility for, and disclaim any association with, the Projections.

In the view of Fintech’s management team, the Projections were prepared on a reasonable basis, reflected the best currently available estimates and judgments of Fintech and presented, to the best of their knowledge and belief, the expected course of action and the expected future financial performance of Fintech. In particular, Fintech’s management team has explicitly assumed in providing the Projections to the Board that Transaction Volume will continue to grow rapidly as Fintech addresses the trade finance shortfall for SMEs, which was estimated by the WTO at US$1.5 trillion in 2019. Other elements of the Projections are driven by assumed Transaction Volume, and related assumptions, including that: (i) Trade Finance Volume will be 33% of Transaction Volume, (ii) the Transaction Fee and the Trade Finance fees will gradually decrease, as shown in the Projections, (iii) no revenue will be produced by the “Insurance” module or the “Logistics” module, (iv) the “Supply Chain Finance” module, which has yet to begin commercial operations, is projected to contribute a small portion of Trade Finance Volume, which is included in the Projections, beginning in FY21, (v) most costs are expected to grow linearly, in line with revenues and EBITDA, and (vi) following completion of the Business Combination, Total Expenses are expected to be markedly higher due to the costs associated with being a public company.

The Projections are subjective in many respects. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than estimated. Since the Projections cover multiple years, that information by its nature becomes less predictive with each successive year.

While presented with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions, including but not limited to those discussed above, with respect to future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial conditions and matters specific to the businesses of Fintech, all of which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

The Projections were prepared solely for internal use to assist Netfin in its evaluation of Fintech and the Business Combination. Fintech has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including Netfin. Neither Fintech’s management nor its representatives has made or makes any representations to any person regarding the ultimate performance of Fintech relative to the Projections. The Projections are not fact. The Projections are not a guarantee of actual future performance. The future financial results of Fintech may differ materially from those expressed in the Projections due to factors beyond Fintech’s ability to control or predict.

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The Projections are not included in this proxy statement/prospectus in order to induce any stockholders to vote in favor of any of the proposals at the special meeting.

Certain of the measures included in the Projections are non-IFRS financial measures, including EBITDA and EBITDA Margin. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Fintech are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

We encourage you to review the financial statements of Fintech included in this proxy statement/prospectus, as well as the financial information in the sections entitled “Selected Historical Financial Information of Fintech” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” in this proxy statement/prospectus and to not rely on any single financial measure.

Neither Netfin nor Fintech or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.

The key elements of the Projections provided to Netfin are summarized below. The column headed “The year ended February 29, 2020 (audited)” is presented here for comparative purposes only and is not an element of the Projections which were provided to Netfin.

($ in millions)	The year ended February 29, 2020 (audited)			FY19(2)			FY20E		FY21E			FY22E			FY23E
Revenue Build-Up
Transaction Volume		N/A	(3)	$	3,614.6		$	7,779.1		$	16,977.4		$	28,994.4		$	37,429.1
Transaction Fee		N/A	(3)		0.40	%		0.30	%		0.30	%		0.25	%		0.25	%
Transaction Fees		N/A	(3)	$	14.5		$	23.3		$	50.9		$	72.5		$	93.6

Trade Finance Volume		N/A	(3)	$	179.1		$	2,541.3		$	5,664.8		$	9,693.7		$	12,511.0
Trade Finance Fee		N/A	(3)		1.32	%		1.30	%		1.25	%		1.25	%		1.20	%
Trade Finance Fees		N/A	(3)	$	2.4		$	33.0		$	70.8		$	121.2		$	150.1

License Fees & Other		N/A	(3)	$	0.1		$	0.3		$	1.0		$	2.0		$	3.0

Income Statement Highlights
Total Revenue	$	16.9		$	16.9		$	56.6		$	122.7		$	195.7		$	246.7
Operations & Support Cost					(0.3	)		(0.4	)		(0.6	)		(1.3	)		(2.0	)
Gross Margin		N/A	(3)	$	16.6		$	56.2		$	122.1		$	194.3		$	244.7

Total Expenses	$	(1.7	)	$	(1.8	)	$	(16.4	)	$	(37.8	)	$	(54.7	)	$	(67.5	)
EBITDA(4)		N/A	(3)	$	14.8		$	39.8		$	84.3		$	139.6		$	177.2
EBITDA Margin		N/A	(3)		87.7	%		70.3	%		68.7	%		71.4	%		71.8	%

Net Income	$	13.6		$	13.2		$	32.9		$	71.4		$	113.4		$	143.6

____________

(1) Fintech’s Projections are unaudited, based upon estimated results and do not include the impact of purchase accounting or other impacts from the consummation of the Business Combination. Some figures may not add up due to rounding.

(2) Due to Fintech’s February year end, the years presented in the Projections are not equivalent to calendar years. FY19 is representative of the 12 months ending of February 29, 2020, and the other columns of the Projections should be interpreted accordingly. At the time the Projections were presented to the Board, Fintech’s audit for the year ended February 29, 2020 was ongoing, as such the “FY19” column may differ from Fintech’s audited financials for the year ended February 29, 2020 presented in the “The year ended February 29, 2020 (audited)” column and elsewhere in this proxy statement/prospectus.

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(3) These items are not applicable as the information is not presented in Fintech’s audited financial statements for the year ended February 29, 2020.

(4) Fintech calculates EBITDA by adding net finance costs, tax expense, depreciation and amortization expense to net income for the period. Fintech’s EBITDA* was US$15.2 million, calculated based on net income for the year ended February 29, 2020 of US$13.6 million. See “Operating and Financial Review and Prospects of Fintech — Non-IFRS Financial Matters” for information about Fintech’s EBITDA.

Satisfaction of 80% Test

It is a requirement under the Nasdaq rules that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

As of the date of the execution of the Business Combination Agreement, the balance of funds in the trust account was approximately $257,236,268, and Netfin had $8,855,000 of deferred underwriting commissions plus taxes payable on the income earned on the trust account. In reaching its conclusion that the Business Combination meets the 80% test, Netfin’s board of directors looked at the aggregate purchase price to be paid in the Business Combination of approximately $585 million. In determining whether the purchase price represents the fair market value of Fintech, Netfin’s board of directors considered all of the factors described in the section entitled “The Business Combination Proposal — Netfin’s Board of Directors’ Reasons for Approval of the Business Combination,” and the fact that the purchase price for Fintech was the result of an arm’s length negotiation. As a result, Netfin’s board of directors concluded that the fair market value of the businesses acquired was significantly in excess of 80% of the assets held in the trust account. In light of the financial background and experience of the members of Netfin’s management team and its board of directors, Netfin’s board of directors believes that the members of Netfin’s management team and the board of directors are qualified to determine whether the Business Combination meets the 80% test. Netfin’s board of directors did not seek or obtain an opinion of an outside fairness or valuation advisor as to whether the 80% test has been met.

Sources and Uses of Proceeds for the Business Combination

$ in thousands

Sources	No Redemption		Max Redemption
Proceeds from trust account(1)	$	255,080	$	82,782
Seller Rollover Equity		525,000		525,000
Total Sources	$	780,080	$	607,782

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		4,782
Total Uses	$	780,080	$	607,782

____________

(1) As of December 31, 2019

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

In considering the recommendation of the Board of Netfin to vote in favor of approval of the business combination proposal, the merger proposal, the charter amendments 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 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;

Recommendation of Netfin’s Board of Directors

After careful consideration of the matters described above, particularly the Company’s leading position in its industry, high quality assets, potential for growth and profitability, the Company’s competitive positioning, its global customer relationships, and technical skills, Netfin’s Board determined unanimously that each of the business combination proposal, the merger proposal, the charter proposals and the adjournment proposal, if presented, is fair to and in the best interests of Netfin and its shareholders. Netfin’s Board has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

The foregoing discussion of the information and factors considered by the Board is not meant to be exhaustive, but includes the material information and factors considered by the Board.

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Certain U.S. Federal Income Tax Considerations

The following discussion sets forth the material U.S. federal income tax consequences to U.S. Holders (as defined below) of Ordinary Shares or Netfin Warrants of (i) the Business Combination, (ii) the ownership of Holdco Ordinary Shares following the Business Combination and (iii) the election to have public shares redeemed for cash. The information set forth in this section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, final, temporary and proposed U.S. treasury regulations promulgated thereunder (“Treasury Regulations”), published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

For purposes of this summary, a “U.S. Holder” means a beneficial owner of Ordinary Shares or Netfin Warrants that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that hold Ordinary Shares or Netfin Warrants as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax, the Medicare tax on net investment income, or the U.S. federal income tax consequences to holders that are subject to special rules, including:

• financial institutions or financial services entities;

• broker-dealers;

• persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

• regulated investment companies;

• real estate investment trusts;

• trusts and estates;

• certain expatriates or former long-term residents of the United States;

• persons that acquired Ordinary Shares or Netfin Warrants pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

• persons that hold Ordinary Shares or Netfin Warrants, or who will hold Holdco Ordinary Shares or Holdco Warrants, as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

• persons who purchase Holdco Ordinary Shares as part of a private placement;

• persons whose functional currency is not the U.S. dollar;

• controlled foreign corporations;

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• passive foreign investment companies;

• persons required to accelerate the recognition of any item of gross income with respect to Ordinary Shares as a result of such income being recognized on an applicable financial statement; and

• persons who actually or constructively own 5 percent (measured by vote or value) or more of the Ordinary Shares, or, following the Business Combination, Holdco Ordinary Shares (except as specifically provided below) or the Sponsor or its affiliates.

This discussion does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Ordinary Shares or Netfin Warrants. Additionally, this discussion does not address the tax treatment of partnerships or other pass-through entities or persons who hold Ordinary Shares or Netfin Warrants through such entities. With respect to the consequences of holding Holdco Ordinary Shares, this discussion is limited to U.S. Holders who acquire such Holdco Ordinary Shares in connection with the Business Combination or as a result of the exercise of a Holdco Warrant.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Ordinary Shares or Netfin Warrants, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of Holdco Ordinary Shares received in connection with the Business Combination or as a result of the exercise of a Holdco Warrant.

Additionally, this discussion does not address the conversion of Netfin Warrants into Ordinary Shares. Holders of Netfin Warrants should consult with their own tax advisors regarding the particular tax consequences to them of holding, exercising or disposing of the Netfin Warrants.

No ruling has been requested or will be obtained from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF ORDINARY SHARES OR NETFIN WARRANTS MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. NETFIN URGES BENEFICIAL OWNERS OF PUBLIC SHARES WHO CHOOSE TO HAVE THEIR ORDINARY SHARES REDEEMED FOR CASH OR WHO CHOOSE TO PARTICIPATE IN THE BUSINESS COMBINATION TO CONSULT THEIR TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION AND OWNING AND DISPOSING OF HOLDCO’S ORDINARY SHARES AS A RESULT OF ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Certain U.S. Federal Income Tax Considerations of Participating in the Business Combination

In General

This section is subject in its entirety to the discussion in the section below entitled “— Passive Foreign Investment Company.” This section is addressed to U.S. Holders of Ordinary Shares that elect to participate in the Business Combination. It is intended that merger of Merger Sub with and into Netfin, together with the acquisition by Holdco of all of the issued and outstanding ordinary shares of Fintech, qualify as an exchange described in Section 351 of the Code. However, there can be no assurance that the IRS will not successfully challenge this position, and if so then the exchange of Ordinary Shares for Holdco Ordinary Shares may be a taxable exchange, and the tax consequences described herein may be materially different from those described below. The remainder of this discussion assumes that the transactions described above qualify as an exchange described in Section 351 of the Code.

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A U.S. Holder who owns Ordinary Shares and who exchanges such Ordinary Shares for Holdco Ordinary Shares in the Business Combination generally will not recognize gain or loss. The aggregate tax basis for U.S. federal income tax purposes of the shares of Holdco received by such a U.S. Holder in the Business Combination will be the same as the aggregate adjusted tax basis of the Ordinary Shares surrendered in exchange therefor. The holding period of the shares of Holdco received in the Business Combination by such U.S. Holder will include the period during which the Ordinary Shares exchanged therefor were held by such U.S. Holder.

A U.S. Holder who holds only Netfin Warrants but not Ordinary Shares and whose Netfin Warrants automatically convert into a warrant to purchase Holdco Ordinary Shares will recognize gain or loss upon such exchange equal to the difference between the fair market value of the Holdco Warrant received and such U.S. Holder’s adjusted basis in its Netfin Warrant. A U.S. Holder’s basis in its Holdco Warrant deemed received in the Business Combination will equal the fair market value of such warrant. A U.S. Holder’s holding period in its Holdco Warrant will begin on the day after the Business Combination.

A U.S. Holder who receives Holdco Ordinary Shares in exchange for such U.S. Holder’s Ordinary Shares and whose Netfin Warrants automatically convert into warrants to purchase Holdco Ordinary Shares will recognize gain (if any) with respect to each Ordinary Share and Netfin Warrant held immediately prior to the Business Combination in an amount equal to the lesser of (i) the excess (if any) of the fair market value of the Holdco Ordinary Shares and warrants to acquire Holdco Ordinary Shares deemed received in exchange for such Ordinary Share or Netfin Warrant, as described below, over such U.S. Holder’s aggregate tax basis in the Ordinary Share or Netfin Warrant exchanged therefor and (ii) the fair market value of the warrants to acquire Holdco Ordinary Shares deemed received in exchange for such Ordinary Share or Netfin warrant. To determine the amount of gain, if any, that such U.S. Holder must recognize, the holder must compute the amount of gain or loss realized as a result of the Business Combination on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of (i) the Holdco Ordinary Shares received by such U.S. Holder and (ii) the warrants to purchase Holdco Ordinary Shares owned by such U.S. Holder as a result of the Business Combination among the Ordinary Shares and Netfin Warrants owned by such U.S. Holder immediately prior to the Business Combination in proportion to their fair market values. Any loss recognized by a U.S. Holder is disallowed.

Passive Foreign Investment Company

A foreign (i.e., non-U.S.) corporation will be a “passive foreign investment company” (a “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year of such foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because Netfin is a blank check company, with no current active business, Netfin believes that it is likely that Netfin will meet the PFIC asset or income test for its current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to Netfin is uncertain and will not be known until after the close of our current taxable year and, perhaps, until after the end of our two taxable years following our start-up year. After the acquisition of a company or assets in a business combination, Netfin may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of its passive income and assets as well as the passive income and assets of the acquired business. If the company that Netfin acquires in a business combination is a PFIC, then it will likely not qualify for the start-up exception and will be a PFIC for its current taxable year. The actual PFIC status of Netfin for its current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception to our current taxable year, perhaps until after the end of our two taxable years following our start-up year). Accordingly, there can be no assurance with respect to the status of Netfin as a PFIC for its current taxable year or any future taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for our current or future taxable years.

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If Netfin is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of its securities and, in the case of the Ordinary Shares, the U.S. Holder did not make a timely qualified electing fund (“QEF”) election for its first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) such Ordinary Shares, a QEF election along with a deemed sale (or purging) election, or a “mark-to-market” election, each as described below, such holder generally will be subject to special rules for regular U.S. federal income tax purposes with respect to:

• any gain recognized by the U.S. Holder on the sale or other disposition of Netfin’s securities (which may include gain realized by reason of transfers of Ordinary Shares or Netfin Warrants that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes); and

• any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of Netfin’s securities during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for Netfin’s securities).

Under these rules,

• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for Netfin’s securities;

• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Netfin’s first taxable year in which it was a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year(s) of the U.S. Holder.

In general, if Netfin is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to the Ordinary Shares by making a timely and valid QEF election (or a QEF election along with a purging election) (if eligible to do so). Pursuant to the QEF election, a U.S. Holder generally will be required to include in income its pro rata share of the net capital gains of Netfin (as long-term capital gain) and Netfin’s other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which Netfin’s taxable year ends if Netfin is treated as a PFIC for that taxable year. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its Netfin Warrants to acquire Ordinary Shares. As a result, if a U.S. Holder sells or otherwise disposes of such Netfin Warrants (other than upon exchange of Netfin Warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Netfin were a PFIC at any time during the period the U.S. Holder held the Netfin Warrants. If a U.S. Holder that exercises such Netfin Warrants properly makes and maintains a QEF election with respect to the newly acquired Ordinary Shares (or has previously made a QEF election with respect to the Ordinary Shares), the QEF election will apply to the newly acquired Ordinary Shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Ordinary Shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the Netfin Warrants), unless the U.S. Holder makes a purging election under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Ordinary Shares acquired upon the exercise of the Netfin Warrants by the gain recognized and will also have a new holding period in such Ordinary Shares for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

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The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from Netfin. If Netfin determines it is a PFIC for any taxable year, it will endeavor to provide to a U.S. Holder upon written request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that Netfin will timely provide such required information or that Netfin will have timely knowledge of its status as a PFIC or of the required information to be provided.

If a U.S. Holder has made a QEF election with respect to Ordinary Shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for Netfin’s first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of Ordinary Shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of the Ordinary Shares that has made a QEF election generally will be currently taxed on its pro rata shares of our earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such U.S. Holders. The adjusted tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to the PFIC status of Netfin will be made annually, an initial determination it is a PFIC will generally apply for subsequent years to a U.S. Holder who held Netfin securities while it was a PFIC, whether or not it meets the test for PFIC status in those subsequent years. A U.S. Holder who makes the QEF election discussed above for the first taxable year Netfin is a PFIC in which the U.S. Holder holds (or is deemed to hold) Ordinary Shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of Netfin that ends within or with a taxable year of the U.S. Holder and in which Netfin is not a PFIC. On the other hand, if the QEF election is not effective for each of the taxable years in which Netfin is a PFIC and the U.S. Holder holds (or is deemed to hold) Ordinary Shares, the PFIC rules discussed above will continue to apply to such shares unless the holder files on a timely filed U.S. federal income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that the U.S. Holder would otherwise recognize if the U.S. Holder had sold Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of the tax year in which Netfin qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in the Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns (or is deemed to own) shares in a PFIC that are treated as marketable shares, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Ordinary Shares and for which Netfin is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Ordinary Shares as long as such shares continue to be treated as marketable shares. Instead, in general, the U.S. Holder will include as ordinary income each year that Netfin is treated as a PFIC the excess, if any, of the fair market value of such U.S. Holder’s Ordinary Shares at the end of its taxable year over the adjusted basis in its Ordinary Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital

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gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of the adjusted basis of its Ordinary Shares over the fair market value of such Ordinary Shares at the end of the U.S. Holder’s taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Ordinary Shares in a taxable year in which Netfin is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) Ordinary Shares and for which Netfin is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to Netfin Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Ordinary Shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to the Ordinary Shares under their particular circumstances.

If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Upon written request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The rules dealing with PFICs and with the QEF, purging, and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Netfin securities should consult their own tax advisors concerning the application of the PFIC rules to our securities under their particular circumstances.

Certain U.S. Federal Income Tax Considerations of Owning Holdco Ordinary Shares

This section is addressed to U.S. Holders of Ordinary Shares that receive Holdco Ordinary Shares in the Business Combination.

Taxation of Dividends and Other Distributions on Holdco Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by Holdco to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of Holdco’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will generally not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

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With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or Holdco is eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) Holdco is not a passive foreign investment company (as discussed below) for either the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to Holdco Ordinary Shares.

To the extent that the amount of the distribution exceeds Holdco’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Holdco Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. Holdco does not intend to calculate its earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Holdco Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a Holdco Ordinary Share equal to the difference between the amount realized (in U.S. dollars) for the Ordinary Share and your tax basis (in U.S. dollars) in the Ordinary Share. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held Holdco Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. tax purposes if at least 75% of its gross income in a taxable year of such foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. In determining the value and composition of its assets for purposes of the PFIC asset test, (1) the cash Holdco owns at any time will generally be considered to be held for the production of passive income and (2) the value of Holdco’s assets must be determined based on the market value of its Ordinary Shares from time to time, which could cause the value of its non-passive assets to be less than 50% of the value of all of its assets (including cash) on any particular quarterly testing date for purposes of the asset test.

A determination as to whether Holdco is a PFIC with respect to any particular tax year will be made following the end of such tax year. If Holdco is a PFIC for any year during which you hold Holdco Ordinary Shares, it will continue to be treated as a PFIC for all succeeding years during which you hold such Ordinary Shares. However, if Holdco ceases to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.

If Holdco is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Holdco securities and, in the case of Holdco Ordinary Shares, the U.S. Holder did not make a timely “mark-to-market” election, as described below, such holder generally will be subject to special rules for regular U.S. federal income tax purposes with respect to:

• any gain recognized by the U.S. Holder on the sale or other disposition of Holdco securities (which may include gain realized by reason of transfers of Holdco Ordinary Shares or Holdco Warrants that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes); and

• any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of Holdco securities during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such securities).

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Under these rules,

• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for such securities;

• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Holdco’s first taxable year in which it is a PFIC, will be taxed as ordinary income;

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year(s) of the U.S. Holder.

If a U.S. Holder, at the close of its taxable year, owns (or is deemed to own) shares in a PFIC that are treated as marketable shares, the U.S. Holder may make a “mark-to-market” election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Holdco Ordinary Shares and for which Holdco is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Holdco Ordinary Shares as long as such shares continue to be treated as marketable shares. Instead, in general, the U.S. Holder will include as ordinary income each year that Holdco is treated as a PFIC the excess, if any, of the fair market value of such U.S. Holder’s Holdco Ordinary Shares at the end of its taxable year over the adjusted basis in its Holdco Ordinary Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of the adjusted basis of its Holdco Ordinary Shares over the fair market value of such shares at the end of the U.S. Holder’s taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Holdco Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares in a taxable year in which Holdco is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) Holdco Ordinary Shares and for which Holdco is treated as a PFIC. Currently, a mark-to-market election may not be made with respect to Holdco Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Holdco Ordinary Shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to the Holdco Ordinary Shares under their particular circumstances.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. Holdco does not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Holdco Ordinary Shares in any taxable year in which Holdco is a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Holdco Ordinary Shares, including regarding distributions received on the Holdco Ordinary Shares and any gain realized on the disposition of such shares.

If you do not make a timely “mark-to-market” election (as described above), and if Holdco were a PFIC at any time during the period you hold its ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if Holdco ceases to be a PFIC in a future year, unless you make a “purging election” for

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the year Holdco ceases to be a PFIC. A “purging election” creates a deemed sale of such Holdco Ordinary Shares at their fair market value on the last day of the last year in which Holdco is treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Holdco Ordinary Shares on the last day of the last year in which Holdco is treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Holdco Ordinary Shares for tax purposes.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in Holdco Ordinary Shares and the elections discussed above.

Information Reporting and Backup Withholding

Certain U.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so.

Dividend payments with respect to Holdco Ordinary Shares and proceeds from the sale, exchange or redemption of Holdco Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and timely furnishing any required information. Transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Certain U.S. Federal Income Tax Considerations of Exercising Redemption Rights

This section is addressed to U.S. Holders of public shares that elect to have their public shares redeemed for cash (we refer to these U.S. Holders as “Redeeming U.S. Holders”). A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the public shares exchanged therefor if the Redeeming U.S. Holder’s ownership of public shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of public shares is treated as completely terminated. If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such stock is more than one year at the time of the exchange. Shareholders who hold different blocks of public shares (generally, Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest may still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just stock actually owned but also any stock underlying a right to acquire stock, such as the warrants, and also, in some cases, stock owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

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Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting stock (including all classes which carry voting rights) of Netfin is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such stock immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding Ordinary Shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of Netfin entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. Holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of Netfin. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of Netfin’s current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of Netfin’s earnings and profits will reduce the Redeeming U.S. Holder’s basis in the public shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the public shares.

As these rules are complex, U.S. Holders of public shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

This discussion is intended to provide only a summary of certain material United States federal income tax consequences of the Merger to holders of Netfin securities. The disclosure in this section, in so far as it relates to matters of U.S. federal income tax law, constitutes the opinion of White & Case LLP, a copy of which is filed as Exhibit 8.1 to this proxy statement/prospectus. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any non-U.S., state or local tax consequences of the Business Combination. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or non-U.S. income or other tax consequences to you of the Business Combination.

Cayman Islands Tax Considerations

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of Holdco. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under Existing Cayman Islands Laws

Payments of dividends and capital in respect of Holdco’s securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman Islands.

No stamp duty is payable in respect of the issue of Holdco’s ordinary shares or on an instrument of transfer in respect of such shares.

Holdco has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form:

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The Tax Concessions Law
(2018 Revision)
Undertaking as to Tax Concessions

In accordance with the provision of Section 6 of The Tax Concessions Law (2018 Revision), the Financial Secretary undertakes with Holdco:

1. That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to Holdco or its operations; and

2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

2.1 On or in respect of the shares, debentures or other obligations of Holdco; or

2.2 by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision).

These concessions shall be for a period of 20 years from the date hereof.

Anticipated Accounting Treatment

Regulatory Matters

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

Upon Closing, Merger Sub and Netfin shall execute the Plan of Merger, and 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 upon Closing when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the entry into the Business Combination Agreement, dated as of July 29, 2020, by and among Netfin, Netfin Holdco (“Holdco”), Symphonia Strategic Opportunities Limited (“SSOL”), IKON Strategic Holdings Fund (“IKON” and together with SSOL, the “Sellers”), Netfin Merger Sub (the “Merger Sub”) and MVR Netfin LLC, which, among other things, provides for (i) the acquisition of all of the outstanding equity interests of Fintech by Holdco for an aggregate of $60,000,000 in cash and the issuance of 51,622,419 ordinary shares, following which Fintech will become a wholly-owned subsidiary of Holdco, and (ii) the merger of Merger Sub with and into Netfin, with Netfin surviving the merger as a wholly-owned subsidiary of Holdco, be confirmed, ratified and approved in all respects.”

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Required Vote

The approval of the business combination proposal requires approval by Ordinary Resolution, a resolution passed by the affirmative vote of a simple majority of the shareholders of Netfin entitled to vote at the meeting, as set out above as a matter of Cayman Islands law.

The approval of the condition precedent proposals is a condition to the consummation of the Business Combination. If the condition precedent proposals are not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the shareholders for a vote. The condition precedent proposals will only be approved and adopted if both proposals are approved by shareholders.

THE NETFIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE NETFIN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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THE BUSINESS COMBINATION AGREEMENT

For a discussion of the structure of the Business Combination and consideration provisions of the Business Combination Agreement, see the section entitled “The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Business Combination Agreement is qualified by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. All shareholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the business combination. In particular, the assertions embodied in representations and warranties by the parties contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also qualified, modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Netfin and Sellers do not believe that these schedules contain information that is material to an investment decision.

Closing and Effective Time of the Business Combination

The closing of the Business Combination will take place promptly following the satisfaction of the conditions described below under the subsection entitled “Conditions to the Closing of the Business Combination,” unless Netfin and the Sellers agree in writing to another time or unless the Business Combination Agreement is terminated. The Business Combination is expected to be consummated promptly after the meeting of Netfin’s shareholders described in this proxy statement/prospectus.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of the Sellers regarding Fintech, relating, among other things, to:

• corporate matters, including due organization, existence and good standing;

• authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;

• consent, approval or authorization of governmental authorities;

• non-contravention;

• capitalization;

• the absence of any subsidiaries;

• charter documents;

• financial statements;

• absence of undisclosed liabilities;

• litigation;

• contracts;

• compliance with laws;

• intellectual property and IT matters;

• environmental matters;

• accounts receivable;

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• employees;

• employee benefits and compensation;

• real property;

• title to and sufficiency of assets;

• tax matters;

• anti-corruption, sanctions and anti-money laundering compliance;

• finders’ fees

• permits;

• absence of certain changes;

• insurance;

• affiliate agreements; and

• information supplied.

The Business Combination Agreement contains representations and warranties of Netfin relating, among other things, to:

• corporate matters, including due organization, existence and good standing;

• authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;

• consent, approval or authorization of governmental authorities;

• non-contravention;

• capitalization;

• SEC filings and financial statements;

• Form F-4; proxy statement/prospectus

• absence of certain changes;

• compliance with laws;

• actions; governmental orders; permits;

• taxes and returns;

• employees and employee benefit plans;

• properties;

• transactions with affiliates;

• Investment Company Act of 1940;

• finders and brokers;

• certain business practices;

• trust account;

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• financial capacity; and

• independent investigation.

The Business Combination Agreement contains representations and warranties of Holdco and Merger Sub relating, among other things, to:

• corporate matters, including due organization, existence and good standing;

• authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;

• consent, approval or authorization of governmental authorities;

• non-contravention;

• capitalization;

• title and ownership of the Holdco shares to be issued to the Sellers;

• Holdco and Merger Sub activities; and

• finders and brokers.

Covenants

During the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), each of Netfin and the Sellers have agreed to conduct their, and certain of their respective subsidiaries’, businesses in the ordinary course in all material respects, to comply with all material laws and to take all commercially reasonable measures to materially preserve their business organizations, material assets and keep available the services of certain personnel, all as consistent with past practices.

The Sellers have also agreed that, unless otherwise required or permitted under the Business Combination Agreement or applicable law, Fintech will not take the following actions during the Interim Period without the prior written consent of Netfin (which consent will not be unreasonably withheld, conditioned or delayed):

• amend, waive or otherwise change, its organizational documents;

• authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

• split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or declare, accrue, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

• enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate (excluding any expiration in accordance with its terms) certain material contracts including any real property leases, any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which it is a party or by which it is bound (other than entry into or renewal of such agreements in the ordinary course consistent with past practice);

• incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $250,000 (individually or in the aggregate), make any loan, investment or advancement to a third party, or guarantee or endorse the indebtedness, liability or obligation of any person;

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• make or rescind any material election relating to taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or other controversy relating to taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, except as required by applicable law or in compliance with International Financial Reporting Standards, as applicable;

• enter into any agreements or material transactions with any Seller or affiliate of a Seller or any of their officers, directors, consultants, advisors or other representatives outside of the ordinary course consistent with past practice;

• terminate, waive or assign any material right under any material contract to which it is a party, other than the termination, waiver or assignment of such material rights in the ordinary course consistent with past practice;

• establish any subsidiary or enter into any new line of business;

• permit any insurance policies protecting material assets to lapse unless a comparable replacement policy is underwritten simultaneously;

• make any change in accounting methods, principles or practices, except to the extent required to comply with the International Financial Reporting Standards and after consulting the outside auditors, as applicable;

• waive, release, assign, settle or compromise any claim, action or proceeding (including those relating to the Business Combination Agreement or the transactions contemplated thereby) other than those that involve only the payment of monetary damages not in excess of $250,000 (individually or in the aggregate) net of insurance, or otherwise pay, discharge or satisfy any material actions, liabilities or obligations, unless such amount has been reserved in the most recent unaudited financial statements;

• acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course;

• make capital expenditures in excess of $500,000 individually for any project (or set of related projects) or $2,000,000 in the aggregate;

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

• sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; or

• authorize or agree to do any of the foregoing actions.

Netfin also agreed that, unless otherwise required or permitted under the Business Combination Agreement, none of Netfin, Holdco or Merger Sub will take the following actions during the Interim Period without the prior written consent of the Sellers (which consent will not be unreasonably withheld, conditioned or delayed):

• amend, waive or otherwise change, its organizational documents;

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, bankruptcy, merger or other reorganization, or enter into a letter of intent or agreement in principle with respect thereto;

• engage in any commercial business;

• make any material change in any method of accounting or accounting practice policy other than as required by applicable law;

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• split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

• incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) (individually or in the aggregate), make any loan, investment or advancement to a third party, or guarantee or endorse the indebtedness, liability or obligation of any person, except certain indebtedness from the Sponsor or its affiliates up to an aggregate of $1,500,000;

• amend, waive or otherwise change the Investment Management Trust Agreement, dated as of July 30, 2019, by and between Netfin and Continental, in any manner adverse to Netfin;

• undertake any operations or actions, except for operation or actions as are reasonable and appropriate in furtherance of the transactions contemplated by the Business Combination Agreement, or

• authorize or agree to do any of the foregoing actions.

The Business Combination Agreement also contains additional covenants of the parties, including among other things covenants regarding:

• the provision of reasonable access to certain information during the Interim Period;

• delivery of Fintech’s audited financial statements for the periods ended February 28, 2019 and February 29, 2020, together with all related notes and schedules thereto prepared in accordance with IFRS applied on a consistent basis throughout the covered periods and Regulation S-X, accompanied by a signed report of Fintech’s independent auditor with respect thereto, which report shall refer to the standards of the International Accounting Standards Board and be audited in accordance with the requirements of the Public Company Accounting Oversight Board and shall be unqualified;

• no solicitation of, or entering into, any alternative competing transactions;

• no insider trading;

• notifications of certain consent requirements, the occurrence of facts or circumstances that would result in, or that reasonably could be expected to result in, a condition to the Closing of the Business Combination not being satisfied or being materially delayed, and other matters;

• efforts to consummate the Closing and obtain third party and regulatory approvals;

• the preparation and filing of this proxy statement/prospectus and the solicitation of proxies from the Netfin shareholders to vote on the proposals that will be presented for consideration at the special meeting;

• restrictions on public announcements;

• protection of confidential information;

• the resignation of Holdco directors and officers and the appointment of the post-closing Holdco board of directors and officers set forth in the Business Combination Agreement;

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• customary indemnification of, and provision of insurance with respect to, former and current officers and directors of Fintech, Netfin, Holdco and Merger Sub;

• use of trust proceeds prior to and after the Closing;

• efforts to minimize the amount of funds redeemed from the Trust Account in connection with the Business Combination;

• efforts to maintain Netfin’s status as a public company, and for the Netfin units to be listed on, Nasdaq;

• Netfin timely public filings;

• efforts to cause the Holdco Ordinary Shares to be issued to current Netfin shareholders and the Sellers pursuant to the merger of Netfin and Merger Sub and the Business Combination Agreement to be listed on Nasdaq;

• adoption of an omnibus equity incentive plan for Holdco and its subsidiaries’ management, employees and other eligible participants;

• the execution of certain employment agreements at Fintech; and

• the termination of selected management agreements.

Earnout Share Consideration and Adjusted EBITDA*

The Business Combination Agreement provides that 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: (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.

Holdco’s Adjusted EBITDA* is defined in the Business Combination Agreement as the net income before interest, income taxes, depreciation, amortization, and any extraordinary, unusual or non-recurring charges (including costs and expenses incurred in connection with any actual or potential mergers, acquisition or similar transactions) of Holdco (together with its Subsidiaries), calculated in accordance with the measurement guidance in IFRS, as defined in the Business Combination Agreement. The calculation of Holdco’s Adjusted EBITDA* differs from the calculation of Fintech’s EBITDA*, as shown in “Operating and Financial Review and Prospects of Fintech — Non-IFRS Financial Matters,” as Holdco’s Adjusted EBITDA* adds back any extraordinary, unusual or non-recurring charges (including costs and expenses incurred in connection with any actual or potential mergers, acquisition or similar transactions) of Holdco (together with its Subsidiaries), while Fintech’s EBITDA* does not include such an add-back. For the year ended February 29, 2020, on a pro forma basis for completion of the Business Combination, Holdco had no operations, while Fintech did not incur any extraordinary, unusual or non-recurring charges (including costs and expenses incurred in connection with any actual or potential mergers, acquisition or similar transactions), therefore for the year ended February 29, 2020 Holdco’s Adjusted EBITDA* and Fintech’s EBIDA* were equivalent, though this may not be true in future periods, in particular if Holdco incurs any extraordinary, unusual or non-recurring charges (including costs and expenses incurred in connection with any actual or potential mergers, acquisition or similar transactions) of Holdco (together with its Subsidiaries).

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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:

• 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;

• 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.

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);

• 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;

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

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• receipt by the Sellers of each 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.

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);

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

• 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 and 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 of 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 lodgement 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

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Waiver

Any party to the Business Combination Agreement may, at any time prior to the closing of the Transactions, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of the Business Combination Agreement. Notwithstanding the foregoing, pursuant to Netfin’s Current Charter, Netfin cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the closing.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Netfin and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned, as follows:

• by written consent of the Sellers and Netfin;

• by written notice from the Sellers or Netfin to the other, if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by July 29, 2021 (the “Outside Date”); provided, however, that this right to terminate the Business Combination Agreement will not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

• by written notice from Netfin to the Sellers, if (i) there has been a breach by the Sellers of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of the Sellers becomes untrue or inaccurate, in any case, which would result in a failure of certain conditions of Netfin to be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided by Netfin or (B) the Outside Date; provided, that Netfin will not have this right to terminate the Business Combination Agreement if at such time Netfin, Holdco or Netfin Merger Sub is in material uncured breach of the Business Combination Agreement;

• by written notice from the Sellers to Netfin, if (i) there has been a material breach by Netfin, Holdco or Netfin Merger Sub of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of Netfin or Holdco becomes materially untrue or materially inaccurate, in any case, which would result in a failure of certain conditions of the Sellers to be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 30 days after written notice of such breach or inaccuracy is provided by the Sellers or (B) the Outside Date; provided, that the Sellers will not have this right to terminate the Business Combination Agreement if at such time any Seller is in material uncured breach of this Agreement;

• by written notice from Netfin to the Sellers, if there has been a material adverse effect on Fintech following during the Interim Period and which is uncured and continuing;

• by written notice from the Sellers or Netfin to the other, if Netfin fails to obtain the approval of its shareholders for the Business Combination at the meeting (subject to any adjournment, recess or postponement of the meeting); and

• by written notice from the Sellers or Netfin to the other, if the consummation of the merger of Netfin with Merger Sub is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation.

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Effect of Termination

In the event of proper termination by either Netfin or the Sellers, the Business Combination Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Business Combination Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or shareholders, other than liability of any party thereto for any intentional and willful breach of the Business Combination Agreement by such party occurring prior to such termination.

Fees and Expenses

Except as provided for in the Business Combination Agreement, all fees and expenses incurred in connection with the Business Combination Agreement and the Business Combination will be paid by the party incurring such expenses; provided, that upon and subject to the occurrence of the Closing, the expenses of each party to the Business Combination Agreement, including any stamp duty payable to any governmental authority as a result of the Business Combination, will be paid or reimbursed by Holdco.

Amendments

The Business Combination Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties. Netfin would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the Business Combination Agreement entered into by the parties. If such amendment is material to investors, a proxy statement supplement would also be sent to holders of Netfin ordinary shares as promptly as practicable.

Governing Law; Consent to Jurisdiction

The Business Combination Agreement is governed by the laws of the State of New York, except that the merger of Merger Sub into Netfin will be governed by Cayman Islands law. The parties to the Business Combination Agreement have irrevocably submitted to the exclusive jurisdiction of federal and state courts of the State of New York.

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THE MERGER PROPOSAL

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the Business Combination Netfin will merge with and into Merger Sub, with Netfin surviving as a wholly-owned subsidiary of Holdco. See the section entitled “The Business Combination Proposal” for a description of this merger and its structure as it relates to the Business Combination.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED as a Special Resolution that:

a. Netfin Acquisition Corp. be authorised to merge with Netfin Merger Sub so that Netfin Acquisition Corp. be the surviving company and all the undertaking, property and liabilities of Netfin Merger Sub vest in Netfin Acquisition Corp. by virtue of such merger pursuant to the Companies Law (2020 Revision) of the Cayman Islands;

b. the Plan of Merger in the form attached to the proxy statement/prospectus as Annex C (the “Plan of Merger”) be authorised, approved and confirmed in all respects;

c. that Netfin Acquisition Corp. be authorised to enter into the Plan of Merger;

d. upon the Effective Date (as defined in the Plan of Merger), that the changing of the name of the Surviving Company from “Netfin Acquisition Corp.” to “Triterras, Inc.” is approved in all respects;

e. upon the Effective Date (as defined in the Plan of Merger), that the increasing of the authorised share capital of the Surviving Company as set out below is approved in all respects:

from US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preferred shares of a par value of US$0.0001 each;

to US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each;

by the re-designation of all issued and unissued Class A ordinary shares of a par value of US$0.0001 each into ordinary shares of a par value of US$0.0001 each;

by the re-designation of all issued and unissued Class B ordinary shares of a par value of US$0.0001 each into ordinary shares of a par value of US$0.0001 each;

by the re-designation of all issued and unissued preference shares of a par value of US$0.0001 each into ordinary shares of a par value of US$0.0001 each; and

by the creation of an additional 279,000,000 ordinary shares of a par value of US$0.0001 each the form of the amended and restated memorandum and articles of association attached to the Plan of Merger; and

f. upon the Effective Date (as defined in the Plan of Merger), that the amending and restating of the amended and restated memorandum and articles by the Surviving Company in the form of the amended and restated memorandum and articles of association attached to the Plan of Merger is approved in all respects.”

Because the Business Combination constitutes an initial business combination under Netfin’s charter, the amended and restated memorandum and articles of the Surviving Company will not include certain provisions in Netfin’s charter as such provisions will be no longer applicable, such as provisions relating to the deadline to complete an initial business combination, redemption rights, and holding the proceeds of Netfin’s initial public offering in a trust account. The approval of the Merger Proposal constitutes shareholder authorization to remove such provisions from the Netfin charter.

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Required Vote

The approval of the Merger Proposal will require a Special Resolution, a resolution passed by the affirmative vote of at least two-thirds of the shareholders of Netfin entitled to vote at the meeting, as set out above as a matter of Cayman Islands law. The Merger Proposal will not be submitted if the Business Combination Proposal is not approved. The approval of the condition precedent proposals is a condition to the consummation of the Business Combination. If the condition precedent proposals are not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the shareholders for a vote. The condition precedent proposals will only be approved and adopted if both proposals are approved by shareholders.

NETFIN’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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THE CHARTER PROPOSALS

The charter proposals, if approved, will approve, on a non-binding basis, 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:

• the name of the new public entity will be “Triterras, Inc.” as opposed to “Netfin Acquisition Corp.”;

• 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

• Holdco’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that the Current Charter contains.

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. Furthermore, approval of the charter proposals is not required for us to proceed with the Business Combination if the business combination proposal and merger proposal are approved.

In the judgment of the Board, the charter proposals are desirable for the following reasons:

• The name of the new public entity is desirable to reflect the Business Combination with Fintech and the combined business going forward.

• The increased share capital is desirable for Holdco to have adequate authorized capital to facilitate the transactions contemplated by the Business Combination, to provide support for Holdco’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions); and

• The provisions that relate to the operation of Netfin as a blank check company prior to the consummation of its initial business combination and would not be applicable to Holdco (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED as a Special Resolution that, on a conditional and non-binding basis, that the following material differences between the constitutional documents of Netfin Holdco that will be in effect upon the closing of the Business Combination and Netfin’s current amended and restated memorandum and articles of association (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) be confirmed, ratified and approved in all respects.

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Required Vote

The approval of each of the charter proposals will require a Special Resolution, a resolution passed by the affirmative vote of at least two-thirds of the shareholders of Netfin entitled to vote at the meeting, as set out above as a matter of Cayman Islands law. Approval of the charter proposals is not required for us to be able to proceed with the Business Combination if the business combination proposal and merger proposal are approved.

A copy of Holdco’s constitutional documents, as will be in effect assuming the consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B.

NETFIN’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE CHARTER PROPOSALS.

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THE ADJOURNMENT PROPOSAL

The adjournment proposal allows the Board to submit a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event Netfin is unable to consummate the Business Combination. In no event will Netfin solicit proxies to adjourn the meeting or consummate the Business Combination beyond the date by which it may properly do so under the Current Charter. The purpose of the adjournment proposal is to provide more time for the Founders, Netfin, the Sellers and/or their respective affiliates to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the business combination proposal and to meet the requirements that are necessary to consummate the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Netfin’s Directors and Officers in the Business Combination.”

In addition to an adjournment of the meeting upon approval of an adjournment proposal, the Board is empowered under Cayman Islands law to postpone the meeting at any time prior to the meeting being called to order. In such event, Netfin will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its shareholders of the postponement.

Consequences if the Adjournment Proposal is not Approved

If an adjournment proposal is presented at the meeting and is not approved by the shareholders, the Board may not be able to adjourn the meeting to a later date if Netfin is unable to consummate the Business Combination (because either the business combination proposal is not approved or the conditions to consummating the Business Combination have not been met). In such event, the Business Combination would not be completed.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, the adjournment of the meeting to a later date or dates to be determined by the chairman of the meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting that more time is necessary or appropriate to approve one or more proposals of the meeting be approved in all respects.”

Required Vote

Adoption of the adjournment proposal requires approval by Ordinary Resolution, the affirmative vote of a majority of the Ordinary Shares represented in person or by proxy at the meeting (which would include presence at the hybrid virtual meeting) and entitled to vote thereon. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals.

THE NETFIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT NETFIN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES

At the effective time of the business combination, in accordance with the terms of the Business Combination Agreement, the board of directors and executive officers of Holdco will be as follows. Upon completion of the Business Combination, our executive officers will be our full-time employees.

Name	Age	Position
Srinivas Koneru	59	Director, Executive Chairman and Chief Executive Officer
Alvin Tan	48	Director and Chief Financial Officer
Richard M. Maurer	72	Director
Martin Jaskel	74	Independent Director
Vanessa Slowey	52	Independent Director
Matthew Richards	45	Independent Director
Kenneth Stratton	64	Independent Director
John Galani	47	Chief Operating Officer
James H. Groh, Sr.	68	Executive Vice President
Ashish Srivastava	38	Senior Vice President, Technology
Robert Stables	60	Senior Vice President, Product Development & Strategic Alliances

Srinivas Koneru will serve as the Executive Chairman of our board of directors and the Chief Executive Officer following the completion of the Business Combination. Mr. Koneru is a director of Fintech, having established Fintech in 2018. Mr. Koneru has over 35 years of professional experience focused on technology & manufacturing. Prior to founding Fintech and developing the Kratos platform, Mr. Koneru invested to co-found Rhodium in 2012, and has subsequently been a member of the board of directors and risk committee of Rhodium and board of directors of Triterras Asia and Triterras Holdings Pte. Ltd. Prior to investing in Rhodium, Mr. Koneru exited Exxova Inc, an IT development and services company, in 2010. He grew revenues in this business from zero to over US$80 million. Prior to this, Mr. Koneru was a partner and Chief Executive Officer of Lanco Global Systems, Inc. (“Lanco”), where he successfully turned around three underperforming IT companies. Before Lanco, Mr. Koneru worked for a large systems integrator at GE Power Systems in the United States, leading a team of over 200 consultants to provide business intelligence solutions worldwide. Prior to this, Mr. Koneru assisted his family businesses. Mr. Koneru holds a degree in Mechanical Engineering from BMS College of Engineering, Bangalore, India.

Alvin Tan will serve on our board of directors and as our Chief Financial Officer following the completion of the Business Combination. Mr. Tan has over 20 years of financial experience in several leading commodity trading firms. Mr. Tan spent 15 years at Cargill, under Cargill Trade & Structured Finance Pte Ltd and Cargill Asia Pacific Treasury Ltd. Prior to joining Fintech, Mr. Tan worked at Golden Agri Resources and Musim Mas Holdings. Mr. Tan has a proven track record in enhancing shareholder value by increasing profits and cash flows through improving effectiveness and efficiency of various financial and management functions Mr. Tan also has strong business acumen and skills in leadership, financial management, and analytics. He brings with him a wealth of experience in system implementations, transfer pricing, business process improvements, and cost controls. He has proven resourcefulness and problem-solving abilities across different scenarios and jurisdictions. Mr. Tan is a Certified Public Accountant and holds a degree in Accounting and Finance from Curtin University of Technology.

Rick Maurer will serve on our board of directors following the completion of the Business Combination and has been Netfin’s Chief Executive Officer since April 2019. For more than 40 years Mr. Maurer has been actively involved in: private equity; corporate governance; executive, financial and operational management; formulating and executing strategic business plans; formulating and executing acquisitive and market-focused organic growth strategies; sourcing, analyzing, negotiating, structuring, financing, and executing corporate mergers & acquisitions; creating joint ventures, partnerships and strategic alliances; as well as, the executive, financial and operational management of the integration of these companies, entities and alliances; public and private capital raising; and, managing the relationship with investors, associates, suppliers, bankers, investment bankers, lawyers, accountants and other professional service firms. One such firm that Mr. Maurer was involved in was Exxova Inc, where he first met Mr. Koneru. Since January 2012, Mr. Maurer has been actively seeking and making private equity investments for his own account in Asia and South East Asia, including India, Malaysia, Singapore and Hong Kong.

During November 2016, Mr. Maurer founded Longview Resources Group, a Hong Kong based and headquartered international commodity trading group. Since Longview’s founding, it has acquired and merged three international

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commodity trading companies (in Hong Kong, Singapore & Malaysia) and formed three additional commodity trading companies (in the USA, UK and Australia). Longview’s consolidated revenues for its most recently completed fiscal year were in excess of US$850 million.

Mr. Maurer was a Founder and Managing Partner of WESMAR Partners Limited Partnership (“WESMAR”), a private equity / leveraged buyout firm. Over the years, WESMAR acquired, and provided “hands on” executive, financial and operational management for fifteen middle-market operating companies in diverse industries. WESMAR’s investment operations provided an annual IRR on its investment that was substantially above the 30% targeted at formation.

While Mr. Maurer was associated with The Hillman Company from March 1978 to December 1985, he was intimately involved in providing sophisticated financial management for, and was the chief architect responsible for structuring the acquisition or divestiture of, (a) hundreds of operating entities (including: (i) taking NYSE and AMEX public companies private and private companies public and (ii) the execution of multiple fragmented industry “rollups”) and (b) an extensive portfolio of direct (and private equity fund) investments in leveraged buyouts, venture capital, real estate, leveraged leasing, natural resources and public companies. During his time associated with the Hillman family’s venture capital team, it was (a) a direct investor in technology and life science companies (e.g., Tandem Computers, Genentech and Hybritech), (b) a founding investor in a number of venture capital firms (e.g., Kleiner Perkins) and (c) one of the leading single venture capital investors in the United States. He earned a Bachelor of Science degree in Business Management from Point Park University and a Masters of Business Administration degree from The Joseph M. Katz Graduate School of Business at The University of Pittsburgh. Holdco believes Mr. Maurer is qualified to serve on its board of directors due to his extensive experience in private equity, M&A and executive, financial and operational management.

Martin Jaskel will serve on our board of directors following the completion of the Business Combination and has been chairman of Netfin since April 2019. Mr. Jaskel has over 40 years of experience within financial services encompassing both Non-Executive Director and Executive roles. In particular, he has in-depth exposure to capital markets, debt financing, foreign exchange and trade finance. Previously, Mr. Jaskel held Non-Executive roles within the fintech sector and was involved in raising capital for investments in both real estate property technology (or “prop tech”) and fintech companies. Mr. Jaskel has worked closely with regulators, including the Bank of England, throughout his career and is frequently consulted on issues involving FX, trade finance and strategic development. Mr. Jaskel began his career in the UK government bond market as a broker with leading firms, latterly as a Partner at W. Greenwell & Co. In October 1986, as an element of the deregulation of the UK markets, W. Greenwell was sold to Midland Bank plc and became the leading Gilt-Edged Market Maker, of which Mr. Jaskel was a Director. In October 1988, Mr. Jaskel was appointed Director of Global Sales and Marketing of Midland Montagu Treasury (the Treasury division of Midland Bank) after chairing a committee to redesign the distribution of Treasury products. In January 1990 he was appointed Director of Global Sales at National Westminster Bank Treasury. In March 1994 he was promoted to Managing Director of Global Trade and Banking Services and was responsible for restructuring and rebuilding the firm’s previously neglected global trade finance franchise which distributed treasury and capital markets products. He sat on the Advisory Board of the Export Credits Guarantee Department, the UK export-import bank, and was responsible for several years from February 1995 to May 1997 for signing off all the UK exposure to British Aerospace (BAE) and Airbus and sat on several government and Bank of England advisory boards. In April 1997 he left NatWest and founded a financial services consultancy, which included a consultancy at KPMG Corporate Finance and the corporate FX division of Travelex plc, and an interim appointment as the Managing Director of Property Secure, a private real estate company. In June 2005 he joined European American Capital Limited, an FCA authorized and regulated specialized advisory bank as a Senior Advisor and Investment Banker. From January 2015 to January 2017, he was a Director of N-VIRO International Corporation. Mr. Jaskel has been a Non-Executive Director of Spectra Systems Corporation (LON: SPSY) since March 2007, and is the Chair of its Audit and Compensation Committees. Additionally, Mr. Jaskel has been a Director of European American Capital Services Limited since January 2008. He has extensive experience as a Non-Executive Director of both publicly quoted and private companies. We believe Mr. Jaskel is qualified to serve on our board of directors due to his extensive background in financial services.

Vanessa Slowey will serve on our board of directors following the completion of the Business Combination. Ms. Slowey has over 25 years of multinational experience with proficiency in start-ups, mergers and acquisitions, transformation and digitalization. Ms. Slowey’s was until 2018 Digicel’s Chief Executive Officer — Caribbean and Latin America and prior to that Digicel’s Chief Executive Officer — Asia Pacific, where she spent 16 years in roles

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across various emerging markets, with more than 20 years of total experience in the telecom industry. In her prior role, Ms. Slowey was a member of the board of directors of various Digicel subsidiaries in a wide range of jurisdictions, and is currently a director of Digicel Cayman Islands.

Ms. Slowey holds a Diploma in Leadership from the Irish Management Institute, attended Harvard Business School for a Finance for Senior Executives program and is in the process of obtaining a Masters in Digital Marketing from the Digital Marketing Institute. Ms. Slowey is also certified as a Certified Investment Fund Director by the Institute of Banking, and has completed the Company Direction Program from the Institute of Directors.

Matthew Richards will serve on our board of directors following the completion of the Business Combination. Mr. Richards is the founder and managing director of the Watiga group of companies, including (i) Watiga Legal, a Singapore law firm providing legal advisory services under Singapore, New York, English and Australian law principally for corporate finance, venture capital and private equity transactions; (ii) Watiga Trust, a licensed trust company in Singapore, providing trustee and fiduciary services to corporations, funds and individuals, and (iii) Watiga Asia, a professional services firm in Singapore providing a range of corporate services throughout Southeast Asia.

Prior to founding the Watiga group of companies, Mr. Richards was the general counsel and a director of Quvat Management in Singapore, the investment manager to the Quvat Capital Partners private equity funds investing in Indonesia, Singapore and Malaysia. Between 2006 and 2013 Mr. Richards was also an independent director and member of the audit and compensation committees of China Yuchai International Limited, a leading diesel engine manufacturer in China and a NYSE listed company. Mr. Richards holds a Graduate Diploma in Legal Practice, Bachelor of Laws (First Class Honours) and Bachelor of Asian Studies (First Class Honours) from the Australian National University, and is a graduate of the Australian Institute of Company Directors and holds an Executive Diploma in Directorship from the Singapore Management University and the Singapore Institute of Directors. Mr. Richards is also a qualified arbitrator and a Fellow of the Singapore Institute of Arbitrators. Mr. Richards is qualified to practice law in New York, England, Australia and Singapore, and is proficient in Bahasa Indonesian.

Kenneth Stratton will serve on our board of directors following the completion of the Business Combination. Mr. Stratton is the Chief Executive Officer of Asia Pacific FI Training Pte. Ltd. in Singapore (“Asia Pacific FI Training”), having served in the position since March 2017 and from March 2013 to March 2015. At Asia Pacific FI Training, Mr. Stratton leveraged his experience in Fintech to design and deliver training across corporate banking, including strategic sales and account management, product sales, working capital, structured trade and cash management. Mr. Stratton’s Fintech expertise also enables him to provide a broad range of Fintech solutions to clients and, in turn, cultivate sustainable relationships with clients — which includes offering training services on Fintech solutions.

Prior to his current position, Mr. Stratton served as a general manager at the Bank of Tokyo, Mitsubishi, in Singapore from April 2015 to February 2017. Mr. Stratton also served as managing director at DBS Bank Limited in Singapore from October 2010 to February 2013. While at DBS Bank Limited, Mr. Stratton’s Fintech solutions helped to double revenue streams from approximately SGD 700 million to approximately SGD 1.5 billion in two years. Altogether, Mr. Stratton has over 30 years of experience in the banking and supply chain finance industries, and over 20 years of experience developing Fintech solutions. Mr. Stratton holds a diploma from Securities Institute of NSW and University of NSW, Sydney, Australia and is conversational in Japanese.

John Galani will serve as our Chief Operating Officer following the completion of the Business Combination. Mr. Galani has over 20 years’ experience in trade, trade finance and the build out of platforms. Before joining Fintech, Mr. Galani was Managing Director of Delta Trading, where he overhauled its exploration and mining concessions in West Africa. Prior to that, Mr. Galani was Managing Director of Centurion European Capital, where he built and managed a portfolio of distressed assets in real estate and transportation. Before Centurion, Mr. Galani was a Managing Director at Phoenix Vision Management between 2002 and 2006, where he oversaw the building and disposal of a portfolio of 11 vessels. In 2000, Mr. Galani joined a start-up working on a digital B2B shipping platform and raised 85% of its Series A funding. Mr. Galani holds a master’s degree in Shipping, Trade, and Finance from the Cass Business School and a bachelor’s degree in Economics and Business Finance from Brunel University. Mr. Galani has also completed a three-month fintech intensive course at Oxford Business School.

James H. Groh, Sr will serve as our Executive Vice President following the completion of the Business Combination. Mr. Groh has extensive experience in the financial and technology industry as an operating executive with both publicly traded and private companies, advisory and investment banking experience to companies seeking a listing in the US capital markets and consulting experience as a workout/turnaround executive. Mr. Groh was Executive

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Vice President of International Imaging Materials (IIMAK) during their IPO listing on Nasdaq. Mr. Groh has also assisted over twenty companies in achieving their public listing goals in the US as an advisor or investment banker. Mr. Groh previously held FINRA Series 7, 63 and 24 licenses. Mr. Groh’s experience in mergers and acquisitions and strategic planning resulted in his co-authorship of “The Road of Capital” published in 2014. He has served on the board of directors of International Imaging Materials Inc., Artpark, and the Canisius College Center for Entrepreneurship. Mr. Groh holds a bachelor’s degree in Engineering from Cornell University and an MBA with a concentration in Finance from the Rochester Institute of Technology.

Ashish Srivastava will serve as our Senior Vice President, Technology following the completion of the Business Combination. Mr. Srivastava is a certified blockchain expert who has over 15 years of experience in technology and innovation. Mr. Srivastava began his career in the B2B industry as a Business Consultant, managing several software application projects in enterprise software application development, RFID technologies, fintech solutions and mobile application development. Mr. Srivastava holds a MBA from the International Institute of Information Technology, Pune and a bachelor’s degree in Information Technology from Manipal Academy of Higher Education.

Robert Stables will serve as our Senior Vice President, Product Development & Strategic Alliances following the completion of the Business Combination. Mr. Stables has over 25 years of experience in managing securities and payments-based innovation programs in the financial sector. Mr. Stables has experience in both fintech, such as Liquid Group where he was head of operations from 2016 to 2019, as well as at established financial entities such as Visa Worldwide, where he was Global Head of IT Outsourcing from 2003 to 2015, Front office Projects Director at Standard Chartered Bank and senior manager at Barclays de Zoete Wedd. Mr. Stables attended Leicester University studying Physics with Astrophysics.

Board Designees

The parties to the Business Combination Agreement agreed that the initial board would be comprised of the seven persons set forth above.

Family Relationships

There are no family relationships between any of Holdco’s executive officers and directors or director nominees.

Historical Executive Officer and Director Compensation

Fiscal Year 2020 Compensation

Historically, compensation for the executive officers included annual cash bonuses earned for attaining short-term company and individual performance goals, as well as base salary. Each executive officer had an annual target bonus for 2020 which was paid out in whole or in part based on the performance delivered against achievement of specified goals relating to company financial results and individual performance against set key performance indicators set at the start of each year. The exception to this was the CEO, whose award was determined on a discretionary basis by the Board of Directors of Fintech. Annual bonus amounts earned for 2020 are included in the aggregate compensation amount disclosed below. Currently, executive officers do not receive equity-based compensation awards as part of their overall compensation package. Such historical compensation programs were determined and administered by the board of directors of Fintech.

The aggregate compensation awarded to, earned by and paid to the current directors and executive officers who were employed by, or otherwise performed services for, Fintech for the fiscal year ended February 28, 2020 was approximately US$1,319,782 (using exchange rates as of February 29, 2020 of 1.3977 Singapore dollars to one U.S. dollar and 0.7802 British Pounds Sterling to one U.S. dollar). The total amount set aside or accrued by Fintech to provide pension, retirement or similar benefits to these individuals with respect to the fiscal year ended February 29, 2020 was approximately US$70,071 (using the same Singapore, Australian and British exchange rates). Such renumeration was paid to the executive officers directly by the related companies of Fintech. The employment contracts of the executive officers have been transferred to Fintech subsequent to February 29, 2020.

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Employment Agreements

Our executive officers and the members of our board of directors are not parties to employment agreements or other contracts providing for benefits upon the termination of employment.

Executive Officer and Director Compensation Following the Business Combination

The policies of Holdco with respect to the compensation of its executive officers following the Business Combination will be administered by Holdco’s board of directors in consultation with its compensation committee. The compensation decisions regarding Holdco’s executives will be based on the need to attract individuals with the skills necessary for the company to achieve its business plan, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above the company’s expectations. To that end, following completion of the Business Combination, Holdco intends to establish an executive compensation program that is competitive with other similarly-situated companies in its industry. This is expected to include establishment of base salary, cash annual bonus and long-term equity compensation awards that are, in each case, consistent with market practices and designed to incentivize, motivate and retain key employees.

Holdco does not intend to take any action to ensure that members of its management team maintain their positions with it after the consummation of the Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or offer letters following the Business Combination. Any such employment or offer letters will be subject to approval by the compensation committee following the consummation of the Business Combination.

Equity Compensation — 2020 Long-Term Equity Incentive Plan

In connection with the Business Combination, the board of directors of Holdco has adopted a 2020 Long-Term Equity Incentive Plan (the “2020 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including executive officers) and consultants of Holdco and its affiliates and to enable Holdco and certain of its affiliates to obtain and retain services of these individuals, which is essential to Holdco’s long-term success.

The purpose of the 2020 Plan is to enhance Holdco’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to motivate high levels of performance and align the interests of directors, employees and consultants with those of stockholders by giving directors, employees and consultants the perspective of an owner with an equity or equity-linked stake in the company and providing a means of recognizing their contributions to Holdco’s success. The Holdco board of directors believes that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

The aggregate number of Holdco Ordinary Shares that will be available for issuance under the 2020 Plan will be equal to 9% of the sum of the total number of issued and outstanding Holdco Ordinary Shares as of the consummation of the Business Combination, which will equal an aggregate pool of 83,928,419 Holdco Ordinary Shares. Following the consummation of the Business Combination, the compensation committee may make grants of awards under the 2020 Plan to key employees, in forms and amounts to be determined by the compensation committee based on the recommendations of an independent compensation consultant. No final decisions have been made with respect to grants of equity awards under the 2020 Plan.

Director Compensation.

Holdco currently does not have a definitive compensation plan for its future directors. Holdco, working with the compensation committee and an independent compensation consultant, anticipates setting non-employee director compensation at a level comparable with those directors with similar positions at comparable companies.

Independence of Directors

As a result of its securities being listed on Nasdaq following consummation of the Business Combination, Holdco will adhere to the rules of such exchange, as applicable to foreign private issuers and controlled companies, in determining whether a director is independent. The board of directors of Holdco has consulted, and will consult,

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with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The listing standards of Nasdaq define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Upon the Closing, we anticipate that the size of Holdco’s board of directors will be seven directors, four of whom will qualify as independent within the meaning of the independent director guidelines of Nasdaq. We anticipate that Martin Jaskel, Vanessa Slowey, Matt Richards and Kenneth Stratton will be “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.

Risk Oversight

Holdco’s board of directors will oversee the risk management activities designed and implemented by our management. Holdco’s board of directors will execute its oversight responsibility both directly and through its committees. Holdco’s board of directors will also consider specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Holdco’s management, including our executive officers, are primarily responsible for managing the risks associated with the operation and business of the company and will provide appropriate updates to the board of directors and the audit committee. Holdco’s board of directors will delegate to the audit committee oversight of its risk management process, and its other committees will also consider risk as they perform their respective committee responsibilities. All committees will report to our board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

Committees of the Board of Directors

Upon consummation of the Business Combination, Holdco will establish a separately standing audit committee, nominating committee and compensation committee.

Audit Committee

Effective upon consummation of the Business Combination, Holdco will establish an audit committee comprised of independent directors. It is expected that the audit committee will initially consist of Mr. Jaskel, Ms. Slowey and Mr. Richards. Each of the members of the audit committee will be independent under the applicable listing standards. The audit committee will have a written charter. The purpose of the audit committee will be, among other things, to appoint, retain, set compensation of, and supervise Holdco’s independent accountants, review the results and scope of the audit and other accounting related services and review Holdco’s accounting practices and systems of internal accounting and disclosure controls.

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors,” as defined for audit committee members under Nasdaq listing standards and the rules and regulations of the SEC, who are “financially literate.” “Financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, Holdco will be required to certify to the exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Mr. Jaskel will serve as a financial expert on the audit committee.

Nominating Committee

Effective upon consummation of the Business Combination, Holdco will establish a nominating committee of the board of directors comprised of Messrs. Jaskel, Richards and Stratton. The nominating committee will have a written charter. The nominating committee will be responsible for overseeing the selection of persons to be nominated to serve on Holdco’s board of directors.

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Guidelines for Selecting Director Nominees

The nominating committee will consider persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provides that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors of Holdco and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. .

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee will not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

Effective upon consummation of the Business Combination, the board of directors of Holdco will establish a compensation committee. It is expected that the compensation committee will initially consist of Ms. Slowey, Mr. Richards and Mr. Stratton. The compensation committee will have a written charter. The purpose of the compensation committee will be to review and approve compensation paid to Holdco’s officers and directors and to administer Holdco’s incentive compensation plans, including authority to make and modify awards under such plans.

Compensation Committee Interlocks and Insider Participation

None of the anticipated members of the compensation committee is currently, or has been at any time, one of Holdco’s officers or employees. None of Holdco’s executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of Holdco’ board of directors or compensation committee.

Code of Ethics

Holdco will adopt a Code of Ethics that applies to all of its employees, officers, and directors. This includes Holdco’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. We intend to disclose on our website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics.

Shareholder Communication with the Board of Directors

Shareholders and other interested parties may communicate with the board of directors, including non-management directors, by sending a letter to us at 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619 for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of Holdco. All communications received as set forth above will be opened by the Corporate Secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.

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OTHER INFORMATION RELATED TO NETFIN

Introduction

Netfin was incorporated on April 24, 2019 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Netfin’s efforts to identify a prospective target business were not limited to any particular industry or geographic region. Prior to executing the Business Combination Agreement, Netfin’s efforts were limited to organizational activities, completion of its IPO and the evaluation of possible business combinations.

IPO and Simultaneous Private Placement

On August 2, 2019, Netfin consummated the IPO of 25,300,000 units, including the issuance of 3,300,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one Class A Share and one warrant, with each warrant entitling the holder thereof to purchase one Class A Share for $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per unit, generating gross proceeds to Netfin of $253,000,000. Simultaneously with the consummation of the IPO, Netfin consummated the private placement of 681,000 private placement units to the Sponsor at a price of $10.00 per private placement unit, generating total proceeds of $6,810,000.

A total of $253,000,000, comprised of $247,940,000 (which amount includes $8,855,000 of the underwriters’ deferred discount) and 5,060,000 of the proceeds of the sale of private placement units was placed into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. Except as described in the prospectus for the IPO and this proxy statement/prospectus, these proceeds will not be released until the earlier of the completion of an initial business combination and Netfin’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the required time period. As of October 12, 2020 there was approximately $257 million in investments and cash held in the trust account and approximately $5,962 of cash held outside the trust account available for working capital purposes. As of October 12, 2020, none of the funds had been withdrawn from the Trust Account to fund the Company’s working capital expenses.

Fair Market Value of Target Companies

The target business or businesses that Netfin acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for its initial business combination, although Netfin may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. The Board has determined that this test was met in connection with the Business Combination with Fintech as described in the section titled “The Business Combination Proposal” herein.

Shareholder Approval of Business Combination

Under the Current Charter, in connection with any proposed business combination, Netfin must seek shareholder approval of an initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their public shares for cash, regardless of whether they vote for or against the proposed business combination, subject to the limitations described in the prospectus for the IPO. Accordingly, in connection with the Business Combination, Netfin shareholders may seek to redeem their public shares for cash in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Shareholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the business combination proposal, the Founders and all of Netfin’s officers and directors have agreed to vote their Ordinary Shares in favor of such proposed business combination.

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, officers, directors and/or their respective affiliates may purchase Class A Shares from institutional and other investors who vote, or indicate an intention to vote, against the

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business combination proposal, or execute agreements to purchase such Class A Shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire Class A Shares or vote their Class A 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. All Class A Shares repurchased by Netfin’s affiliates pursuant to such arrangements would be voted in favor of the proposed business combination. As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by the Founders, officers, directors or their respective affiliates.

Liquidation if No Business Combination

Under the Current Charter, if Netfin does not complete a business combination by February 2, 2021, Netfin shall: (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 fund, including interest earned on the funds held in the trust fund and not previously released to Netfin (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Netfin’s remaining shareholders and the Board, liquidate and dissolve, 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. At such time, Netfin’s outstanding warrants will expire. Holders of Netfin’s warrants will receive nothing upon a liquidation with respect to such rights and the warrants will be worthless.

The Founders, officers and directors have each agreed to waive their rights to participate in any distribution from Netfin’s trust account or other assets with respect to the Class B Shares and private placement shares.

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.

Facilities

Netfin currently maintains its principal executive offices at 445 Park Avenue, 9th Floor, New York, New York 10022. The cost for this space, as well as for utilities, secretarial and administrative support services, is provided by the Sponsor at a rate of $10,000 per-month pursuant to a letter agreement between Netfin and the Sponsor. Netfin believes, based on rents and fees for similar services in the relevant areas, that the fee charged by the Sponsor is at least as favorable as Netfin could have obtained from an unaffiliated person. Netfin considers its current office space adequate for its current operations.

Upon consummation of the Business Combination or Netfin’s liquidation, Netfin will cease paying these monthly fees.

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Employees

Netfin has three executive officers. These individuals are not obligated to devote any specific number of hours to Netfin’s matters and intend to devote only as much time as they deem necessary to its affairs. Netfin does not intend to have any full time employees prior to the consummation of a business combination.

Directors and Executive Officers

Netfin’s current directors and executive officers are as follows:

Name	Age	Position
Rick Maurer	72	Chief Executive Officer and Director
Gerry Pascale	50	Chief Financial Officer
Marat Rosenberg	46	President and Director
Martin Jaskel	74	Chairman and Director
Vadim Komissarov	47	Director
William O’Brien	38	Director

The biography of Rick Maurer and Martin Jaskel are set forth in the section titled “Information About Executive Officers, Directors and Nominees” herein.

Gerry Pascale has been Netfin’s Chief Financial Officer since April 2019. As the President, Founder and Managing Member of SC Financial Group, LLC since November 2008, Mr. Pascale specializes in advising both US and international clients on valuation, financial modeling and the responsibilities of public companies. In this role, Mr. Pascale works closely with clients throughout the process of raising capital and becoming a publicly listed company in the US and Canada. He has detailed experience analyzing business plans, reviewing financial statement preparation, preparing financial projections and developing valuation models in order to advise clients throughout the process of public and private equity transactions as well as mergers and acquisitions and corporate restructurings. Since April 2018, Mr. Pascale has served as the Chief Financial Officer of Senwa Ltd. USA, where he is responsible for developing and training a full staff to manage all accounting, reporting, treasury and audit functions. From January 2011 to January 2015 Mr. Pascale was also an Independent Director with Sutor Technology Group (Nasdaq: TOR) and served as the Audit Committee Chairman. During the five years he held this position, Mr. Pascale worked closely with the management team to increase the experience of the accounting and finance staff, strengthen the overall internal and financial controls and strengthen the financial reporting. During his tenure, Mr. Pascale provided oversight to facilitate the Company’s growth both organically and through acquisitions. From August 2012 to January 2014 he also served as Chief Financial Officer of Chile Mining Technologies Inc., headquartered in Santiago, Chile while publicly listed in the US (OTC Link: LVEN). He has held various financial positions with Intel Corporation, Emerson Electric and the Corporate Executive Board. Mr. Pascale earned his MBA at the University of Chicago in 1998. He earned a B.S. degree in Accounting from Virginia Tech University in 1992.

Marat Rosenberg has been a director of Netfin since Netfin’s IPO and has been our President since April 2019. Mr. Rosenberg has over 20 years of experience in capital markets, investment and management of multinational private and publicly traded companies focusing on finance, technology, energy and entertainment. Mr. Rosenberg has brought over 50 companies public and has been both a fintech investor and operator. He is currently the Managing Partner of HFG Partners, LLC. Between January 2002 and April 2018 as the Senior Managing Director and Principal of Halter Financial Group (HFG), a leading merchant bank specializing in public listing and financing for emerging market companies, Mr. Rosenberg oversaw the listing of the firm’s clients on US exchanges, including China Biologic Products Holdings, Inc. (Nasdaq: CBPO), a biopharmaceutical products company that completed both a financing and contemporaneous reverse takeover through an HFG affiliate in 2006 at approximately $1.90 per share, began trading on Nasdaq in December 2009 and which had a closing price of $93.75 on July 8, 2019. Also during this time, through Halter Financial Investments, HFG’s investment business, Mr. Rosenberg co-founded and managed the Halter Global Opportunity Fund from May 2006 to December 2011, and was a Partner in the Pinnacle China Fund from January 2006 to February 2012, both specializing in pre-IPO and PIPE investments. In March 2004 Mr. Rosenberg co-founded the Halter USX China Index, partnering with Invesco PowerShares to create the PowerShares Golden Dragon China ETF (NASD: PGJ). Before HFG, from April 1999 to February 2001, Mr. Rosenberg established and headed business development for Alladvantage, a dotcom which raised nearly $200 million in venture capital, and grew users to more than 10 million in over 50 countries in its first 18 months of operation. Alladvantage’s Viewbar software was one of

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the earliest desktop data tracking and artificial intelligence based ad targeting/behavioral marketing technologies and was also an online financial platform that integrated with third-party online banks, payment systems and other online financial service providers but which ceased such operations and liquidated much of its related assets following a withdrawn initial public offering in 2001 after the overall crash of Internet stocks beginning in March 2000. Prior, he served as a VP with Citigroup Asset Management’s Institutional Sales Group from September 1996 to April 1999. Mr. Rosenberg began his career in September 1995 as a Management Consultant in Andersen Consulting’s Strategy Practice, specializing in financial services and tech clients. He holds a degree in Economics from the University of Pennsylvania. We believe Mr. Rosenberg is qualified to serve on our board of directors due to his extensive experience in the finance and technology sectors.

Vadim Komissarov has been a director of Netfin since Netfin’s IPO. Mr. Komissarov is a seasoned Investment Banker with extensive international experience in Asia, Europe, and US. Mr. Komissarov started his investment banking career in 1998 in New York working for international banks, including Merrill Lynch and The Bank of New York Mellon, handling private equity transactions and alternative dispute resolution programs for Eastern European clients. From 1999 to 2014, Mr. Komissarov has held senior level management positions with Russian investment banks such as Troika Dialog and Vnesheconombank (“VEB”). In his role as Executive Director of Globex Capital and Chairman of VEB Capital Americas (“VEB Capital”), Mr. Komissarov was responsible for its world-wide Corporate Finance practice from September 2009 to March 2014. Under his leadership, VEB Capital successfully advised on the sale of the US-based Friede & Goldman, Ltd. to the largest Chinese state owned construction company China Communications Construction Company, Ltd., placed over $700 million worth of credit linked notes for OJSC Svyazinvest entities, participated in the successful Rusal IPO, and advised the Russian government on the industry-wide telecommunication consolidation of Rostelecom. Mr. Komissarov has extensive experience in the fields of technology and telecommunications, including advising companies in large investments in the hi-tech telecom industry. In 2014 – 2015, Mr. Komissarov represented The UMW Holdings Berhad as an Investment Advisor. Mr. Komissarov is the Founder and has been the Chief Executive Officer of VK Consulting since May 2015. Since March 2016, Mr. Komissarov has been Director, President and Chief Financial Officer of Trident Acquisitions Corp (Nasdaq: TDACU), a special purpose acquisition company which intends to focus its efforts on seeking a business combination with an oil and gas or other natural resources company in Eastern Europe or which in interested in expanding into Eastern Europe. Mr. Komissarov holds an MBA degree from New York University’s Stern School of Business. We believe Mr. Komissarov is qualified to serve on our board of directors due to his experience in investment banking and corporate finance.

Will O’Brien has been a director of Netfin since Netfin’s IPO. Mr. O’Brien is a veteran angel investor and serial entrepreneur in Silicon Valley. Mr. O’Brien’s portfolio and expertise spans a broad range of sectors including fintech and blockchain, gaming and VR, media, healthtech, data and analytics, and cloud services. He has extensive experience in scaling organizations, managing corporate financings and M&A, and structuring strategic partnerships. From March 2016 to December 2017, Mr. O’Brien was Chief Operating Officer at Keen Labs, Inc. (which was acquired by ScaleWorks Associates in December 2017), an analytics platform for developers. From December 2013 to April 2015, Mr. O’Brien was co-founder and Chief Executive Officer of BitGo, Inc., a bitcoin security company. Mr. O’Brien has helped to grow positive awareness of blockchain through public speaking, strategic partnerships with incumbents, and policy work. Mr. O’Brien has extensive experience in building and running high growth technology firms, including as Chief Executive Officer of BitGo, Inc., Senior Vice President at Big Fish Games, Inc. (acquired by Churchill Downs, Nasdaq: CHDN, in November 2014) from January 2010 to August 2013, and General Manager of TrialPay, Inc. (acquired by Visa, NYSE: V, in February 2015) from 2009 to 2010. He is also an active investor and advisor for early stage startups and foundational blockchain projects in the US, Europe, and South Korea. Mr. O’Brien earned a B.A. in Computer Science from Harvard University and an MBA from MIT Sloan School of Management. We believe Mr. O’Brien is qualified to serve on our board of directors due to his extensive expertise in blockchain and fintech.

Executive Officer and Director Compensation

None of Netfin’s executive officers or directors have received any cash compensation for services rendered to Netfin. Commencing on the date that Netfin’s securities were first listed on Nasdaq through the earlier of consummation of its initial business combination and its liquidation, Netfin will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of Netfin’s management team. In addition, the Sponsor, Netfin’s executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on Netfin’s behalf, such as identifying potential

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target businesses and performing due diligence on suitable business combinations. Netfin’s audit committee reviews on a quarterly basis all payments that are made to the Sponsor, Netfin’s executive officers or directors, or any of their respective affiliates. Any such payments prior to an initial business combination are made from funds held outside the trust account. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by Netfin to the Sponsor, Netfin’s executive officers and directors, or any of their respective affiliates, prior to completion of Netfin’s initial business combination.

After the completion of Netfin’s business combination, directors or members of Netfin’s management team who remain may be paid consulting, management or other fees from the post-combination company. For a discussion of executive compensation arrangements after the closing of the Business Combination, see the section entitled “Director and Executive Officer Compensation.”

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against Netfin or any members of Netfin’s management team in their capacity as such.

Periodic Reporting and Audited Financial Statements

Netfin has registered its units, Class A Shares and warrants under the Exchange Act and has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, Netfin’s annual reports contain financial statements audited and reported on by its independent registered public accountants.

Code of Ethics

Netfin has adopted a Code of Ethics applicable to its directors, officers and employees. You can review these documents by accessing Netfin’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from Netfin.

Netfin’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of Netfin’s financial condition and results of operations should be read in conjunction with Netfin’s financial statements and notes to those statements included in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.

Results of Operations

Netfin’s entire activity since inception up to December 31, 2019 relates to its formation, the IPO and, since the closing of the IPO, a search for a business combination candidate. We will not be generating any operating revenues until the closing and completion of the Business Combination.

For the period from April 24, 2019 (inception) through December 31, 2019, Netfin had net income of approximately $1.3 million, which consisted of approximately $2.1 million in interest income and unrealized gain on marketable securities held in Trust Account, offset by approximately $816,000 in general and administrative expenses.

Liquidity and Capital Resources

As of December 31, 2019, Netfin had approximately $721,000 in its operating bank accounts, working capital of approximately $288,000, and approximately $2.1 million of interest income available in the Trust Account to pay for its tax obligations, if any.

Prior to the completion of the IPO, Netfin’s liquidity needs were satisfied through an advance of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of 6,325,000 Class B Shares to the Sponsor and a $300,000 promissory note (the “Note”) and approximately $167,000 in advances from the Sponsor. Netfin fully repaid the Note and the advances to the Sponsor on August 2, 2019. Subsequent to the consummation of the IPO and the private placement that closed at the same time, Netfin’s liquidity needs were satisfied with the proceeds from the consummation of the private placement not held in the trust account. In addition, in order to finance transaction

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costs in connection with the Business Combination, the Sponsor or an affiliate of Netfin’s Sponsor, or certain Netfin officers and directors may, but are not obligated to, provide Netfin with working capital loans. As of December 31, 2019, there were no amounts outstanding under any working capital loan.

Based on the foregoing, Netfin’s management believes it has sufficient working capital and borrowing capacity to meet Netfin’s needs through the earlier of the consummation of the Business Combination or one year from the date of this proxy statement/prospectus. Over this time period, Netfin will use these funds for paying existing accounts payable, performing due diligence on Fintech, paying for travel expenditures, and structuring, negotiating and consummating the Business Combination.

Commitments and Contingencies

Registration Rights

The holders of Class B Shares, private placement units (including the underlying securities), and securities that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. Netfin will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Netfin granted the underwriters a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on August 2, 2019.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.06 million in the aggregate, paid upon the closing of the IPO. In addition, $0.35 per unit, or approximately $8.9 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Financial Advisory and Private Placement Agreement

On December 19, 2019, Netfin entered into a financial advisory agreement with an advisor in connection with the Business Combination. Pursuant to the agreement, Netfin agreed to pay the advisor a cash fee of $1.0 million if the Business Combination is consummated. Fifty percent (50%) of the advisory fee shall be credited to Netfin by the advisor against fees earned by the advisor on or before December 31, 2021 in connection with capital raising activities occurring subsequent to the date of the agreement, where the advisor acts as a placement agent, initial purchaser or underwriter in connection with a private placement or public offering of securities for Netfin. The fees are all payable upon the closing of the Business Combination, and Netfin is not obligated to pay these fees if no Business Combination is consummated. These fees are an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of December 31, 2019.

In addition, on December 19, 2019, Netfin also entered into a private placement agreement with an agent in connection with the Business Combination. Pursuant to the agreement, Netfin agreed to pay the advisor a placement agent fee of up to 4.5% of the gross proceeds raised in the Private Placement, if the Business Combination is consummated. The fees are payable upon the closing of the Business Combination, and Netfin is not obligated to pay these fees if the Business Combination is consummated. These fees are an unrecognized contingent liability, as closing of a potential business combination was not considered probable as of December 31, 2019.

Administrative Support Agreement

Commencing on the date that Netfin’s securities were first listed on Nasdaq, Netfin agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of its initial business combination or its liquidation, Netfin will cease paying these monthly fees.

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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Netfin has identified the following as our critical accounting policies:

Class A Shares Subject to Possible Redemption

Class A Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Shares (including Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Shares are classified as shareholders’ equity. The Class A Shares feature certain redemption rights that are considered to be outside of Netfin’s control and subject to occurrence of uncertain future events, Accordingly, Class A Shares subject to possible redemption are presented at redemption value as temporary equity.

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period. An aggregate of 23,959,607 Class A Shares subject to possible redemption was excluded from the calculation of basic loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Netfin has not considered the effect of the warrants sold in the IPO and the private placement to purchase an aggregate of 25,981,000 Class A ordinary shares in the calculation of diluted loss per share, since they are not yet exercisable.

Recent Accounting Standards

Netfin’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on Netfin’s balance sheet.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2019, Netfin did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Netfin qualifies as an “emerging growth company” and under the JOBS Act is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. Netfin has elected to delay the adoption of new or revised accounting standards, and as a result, Netfin may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, Netfin’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, Netfin is evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” Netfin chooses to rely on such exemptions it may not be required to, among other things, (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation

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between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following IPO or until Netfin is no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures about Market Risk

As of December 31, 2019, Netfin was not subject to any market or interest rate risk. On August 2, 2019, the net proceeds of the IPO, including amounts in the trust account, were invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, Netfin believes there will be no associated material exposure to interest rate risk.

Netfin has not engaged in any hedging activities since its inception and it does not expect to engage in any hedging activities with respect to the market risk to which it is exposed.

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BUSINESS OF Fintech

For purposes of this section, “we,” “our,” “us” and the “company” refer to Fintech prior to the consummation of the Business Combination, unless the context otherwise requires.

Overview

We are a financial technology (“fintech”) company that developed, owns and operates what we believe is one of the world’s largest commodity trading and trade finance platforms. Our platform, which we call “Kratos™,” facilitates physical commodities trading, trade finance, credit insurance and logistics solutions for small and medium sized enterprises (“SME”) using innovative blockchain-enabled technology. Kratos is a diversified platform built to address the needs of SMEs in the commodity trading and trade finance community by connecting commodity traders and lenders and enabling them to transact online, solving critical problems for this historically underserved market. According to Allied Market Research, trade finance is a US$40 trillion industry that provides funding for international trade. Kratos enables SMEs and other parties to trade commodities and find short term trade financing for their physical commodity purchases while in transit and prior to delivery. For commodity traders, Kratos provides transformational benefits including lower transaction costs, faster cycle times, fraud mitigation, improved counterparty discovery, and higher quality analytics and reporting. Equally impactful to lenders, Kratos cuts administration costs, mitigates risk and the risk of fraud, and provides a marketplace of borrowers who have been subject to bank-grade anti-money laundering and “know-your-customer” checks. The World Trade Organization (“WTO”) estimates SMEs had a US$1.5 trillion trade finance shortfall in 2019, and we believe our platform directly solves some of the key underlying issues contributing to this shortage of trade finance availability. We monetize the Kratos platform by charging fees to its users on their Transaction Volume and Trade Finance Volume. From launch in June 2019 through the end of our fiscal year on February 29, 2020, Kratos facilitated Transaction Volume of US$3.6 billion and Trade Finance Volume of US$186 million, generated revenue of US$16.9 million, net income of US$13.6 million and EBITDA* of US$15.2 million.

During the past three years, we developed Kratos, which we believe is one of the world’s first large-scale (as measured by total transaction volume) blockchain enabled trade and trade finance platforms for commodities, providing us a first mover advantage to address the complexities and challenges in trade finance for SMEs. We launched Kratos in June 2019 and through August 2020 (inclusive) it has facilitated approximately US$7.7 billion in Transaction Volume and US$1.1 billion in Trade Finance Volume. The total transaction volume on Kratos, which has averaged more than US$800 million per month from March 2020 through August 2020, is the key driver of our revenue. We expect total transaction volume to continue to increase as the platform grows and our product offering expands. Based on our current run rate, we anticipate Transaction Volume of approximately US$7.9 billion for our fiscal year ending February 28, 2021.

The launch of the Kratos ecosystem was enabled by our relationship with Rhodium, whose existing physical commodity trading business initially provided immediate scale to the platform, of both Transaction Volume and users. Rhodium had nearly 400 customers as of February 2020, and US$2.3 billion in overall commodities traded for the year ended February 29, 2020, see “Our Relationship with Rhodium”. From June 2019 to August 2020 (inclusive), we have rapidly expanded our user base with 71 distinct parties executing more than 4,800 transactions comprising more than US$7.7 billion in Transaction Volume and US$1.1 billion in Trade Finance Volume. Average Transaction Volume per user for the year ended February 29, 2020 was approximately US$92 million. We believe Kratos has reached the critical mass necessary to achieve full-scale acceptance among commodities traders and financiers and drive our future revenue, net income and EBITDA* growth, independently of Rhodium. This is evidenced by our anticipated Transaction Volume of approximately US$7.8 billion and revenue of US$56 million, less than 15% of which is anticipated to be attributable to Rhodium’s transactions, for the coming fiscal year.

Commodity trading and trade finance has been a traditional industry slow to adapt to technological innovation, but Kratos is disrupting and transforming the industry across its rapidly increasing user base. We generally target and serve the SME market because we believe it has been historically underserved by more traditional providers of trade execution and trade finance and offers greater opportunities for companies our size. We intend Kratos to be a “one-stop-shop” marketplace for end-to-end services for commodity trading, including trade execution, trade finance, credit insurance and logistics. We anticipate launching Kratos’ “Insurance” module to facilitate credit insurance during October 2020. We also expect to facilitate the booking of bulk cargo for trades on our platform once Kratos’ “Logistics” module is launched (currently expected by November 2020), completing the end-to-end coverage of a commodity trade’s lifecycle.

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We do not control the types of commodities that are traded on Kratos, which are determined by the needs of our users, rather we focus on engaging our users to transact more Transaction Volume on the platform. Currently, traders use Kratos for transactions involving Oil Seeds (Palm Oil, Soya Bean Oil), Grains (Wheat & Rice), Non-Ferrous Metals, Steel, Coal and Sugar. We expect the mix of commodities traded on the platform will be seasonal, reflecting the underlying trends of certain of the commodities. We are headquartered in Singapore, with a presence in the United States and the United Kingdom. As of June 2020, our team totaled 46 individuals (employees and contractors).

The Commodity Trading and Trade Finance Ecosystem Supported by Kratos

The goal of Kratos is to bring together the entire commodity trading ecosystem — buyers, sellers, traders, financiers, insurers and logistics providers — to facilitate trade finance and commodity trading efficiently in a consistent, efficient, transparent and trusted environment. Kratos is designed to capture users’ entire trading and trade finance relationship to be completely hassle-free in just a few clicks at our “one-stop-shop.” Each module corresponds to an element of the ecosystem, which is summarized below.

“Trade Discovery” module

The “Trade Discovery” module covers the entire lifecycle of a commodity trade, allowing users to find counterparties and transactions on the platform, create buy or sell orders, enter into sales agreements, generate invoices and request funds from lenders in the “Trade Finance” module, all while maintaining visibility for users over the underlying documentation, current status and next steps for each of their transactions and tying into the “Risk Assessment” module to facilitate KYC and bill of lading checks. The ability of parties to find new counterparties on Kratos disrupts the traditional relationship-based commodity trading market, as parties have the ability to make an “open” order on the platform that is visible to all users, as well as private orders to prearranged counterparties. The “Trade Discovery” module supports various internationally standardized terms of trade such as Incoterms, High Sea Sales (“HSS”) and Delivered Container Terminal (“DCT”), which are summarized in “— “Logistics” module” below.

The chart below sets forth our Transaction Volume by commodity for June 2019 through August 2020 (inclusive), with transactions denominated in euros converted to US$ at a rate of 0.84 US$ per euro:

We do not control the types of commodities that are traded on Kratos, which are determined by the needs of our users, rather we focus on engaging our users to transact more Transaction Volume on the platform. Currently, traders use Kratos for transactions involving Oil Seeds (Palm Oil, Soya Bean Oil), Grains (Wheat & Rice), Non-Ferrous Metals, Steel, Coal and Sugar. As Kratos’ user base grows and geographical diversity increases, we expect that our users will begin trading additional non-petroleum commodities. We expect the mix of commodities traded on the platform will be seasonal, reflecting the underlying trends of certain of the commodities.

“Trade Finance” and “Insurance” modules

Our platform brings buyers and sellers together to facilitate commodity trades and provides the option for the parties to finance the purchase or sale of the commodities being traded using extended credit terms, generally through the purchase of receivables. The “Trade Finance” module is used by the lenders or financial institutions to receive

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funding requests, to assess the funding opportunity and to provide funding to borrowers. It also supports lenders in setting funding limits and viewing the transaction history of each commodity user. The “Insurance” module will also facilitate third-party credit insurance to buyers to mitigate receivable credit risk for financing providers, which is required by many trade finance lenders.

When our financing users provide trade finance to buyers or sellers, it takes the form of the deferral of payment by the purchaser of the commodity. The financing provider makes an upfront payment to the supplier for the purchase of the goods. The buyer enters into a purchase agreement with the financing provider for which a receivable is generated for the purchase price as well as for the cost of the financing and any other agreed costs, and such receivable is sold or assigned to the financing provider. We do not charge a platform fee to the financing provider, who sets their own interest rate and other fees before agreeing to finance the transaction. We believe that we offer an attractive universe of lending opportunities, which often allows our lenders to lend at higher yields than larger transaction sizes, where banks or other large providers compete to provide funding. We also offer our lenders free customization options to facilitate their specific administrative needs, such as breakdowns of their exposure by commodity, region and borrower and a dashboard of overdue accounts, as well as access to a borrower’s third-party provided credit scores from the “Risk Assessment” module. The commercial launch of the “Trade Finance” module occurred in February 2020, and from commercial launch through August 2020 (inclusive), Trade Finance Volume accounted for US$1.1 billion of our US$8.8 billion total transaction volume. As of August 31, 2020 we had onboarded lender users representing cumulative funds of approximately US$17 billion, primarily located in Singapore, Malaysia and the Cayman Islands, see “— Geographic Footprint & Employees”.

Kratos’ “Insurance” module will offer to arrange credit insurance from an insurance user (an insurer or underwriter) that covers between 85%-90% of the value of the receivable to protect the financing provider against default by the buyer under the receivable. The commodity seller typically retains the 10-15% commitment which is not covered by credit insurance. We also intend to introduce the facilitation of payments for our trading and financing users, using third-party payment providers. We do not provide trade finance, and only facilitate the transaction between the buyer and the lender.

“Risk Assessment” module

It is important to our business that Kratos remain a trusted environment for parties to trade commodities and both source and offer financing, as well as credit insurance and logistics services. All users have access to the “Risk Assessment” module, and we require each participant in any of our modules to pass KYC, Sanctions and AML due diligence checks before commencing a relationship with a counterparty. We use a third-party provider’s “World Check” screening system via our platform’s “Risk Assessment” module to carry out this due diligence. We regularly monitor and review the appropriateness of ongoing relationships and we do not accept an entity that is subject to any trade/economic or regulatory sanctions as a user.

Our platform’s “Risk Assessment” module also supports lenders in accessing third-party credit reports on other users, beyond which counterparties are required to satisfy the internal requirements of our insurers and our finance providers prior to entering a financing transaction. Finally, our platform’s “Risk Assessment” module allows commodity users, including producers, traders, stockists and end-users, as well as lenders to perform independent bill of lading checks for direct shipment orders they have placed on our “Trade Discovery” module. These bill of lading checks provide an easy link to a third-party’s reporting of the particulars of the vessel that is transporting their commodity, its route and current position.

“Logistics” module

Because we facilitate the trading of bulk physical commodities, logistics are an important aspect of the ecosystem and freight makes up an important cost component of many of the trades on Kratos. We are currently developing the “Logistics” module of Kratos, which we expect to be completed by November 2020. The “Logistics” module will assist users in finding the fastest, most economical and most efficient transportation solution for the underlying cargo and agreed terms of trade, which can have a significant impact on the profitability of such trades for our users. The “Logistics” module will be powered by a third-party provider and available to commodity users, shipowners and ship operators for all of their functional needs in chartering, post-fixture and voyage, as well as supporting voyage charter, time charter (“TC”) and contracts of affreightment (“COA”), and financial terms for commodities including dry cargo, tankers and gas.

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The “Trade Discovery” module supports various internationally standardized terms of trade, such as Incoterms, HSS and DCT, to meet the varied needs of its users, each of which are summarized below and available in our “Logistics” module:

Incoterms

Incoterms are a set of rules which define the responsibilities of sellers and buyers for the delivery of goods under sales contracts to identify responsibility for the shipping, insurance and tariffs on an item. Incoterms are commonly used in international contracts and are protected by International Chamber of Commerce copyright. The widespread use of these terms significantly reduces misunderstandings among traders, thereby minimizing trade disputes and litigation. There are 11 Incoterms for different modes of transportation and of these the more commonly used Incoterms for international commodities trade involving sea transport are Free on Board (“FOB”), Cost and Freight (“CFR”) and Cost, Insurance & Freight (“CIF”). While trades on Kratos are pre-dominantly governed by FOB, CFR and CIF, the default is for CFR terms so that contacts and sources remain confidential and we can facilitate competitive quotes for logistics services.

High Seas Sales

High Seas Sales is a trade term that allows traders to spread risk by purchasing smaller parcel sizes of high value products, such palm seed oil. Usually the producers of the commodity pre-sell a significant portion of the cargo they ship to a large purchaser with whom they have entered into a long-term contract. The producer will load the vessel carrying the high value commodity with as much of the commodity it can carry in excess of the amounts sold pursuant to the contract with the large purchaser. The excess volume is sold in smaller lot sizes on the spot markets. We typically facilitate trades for 2,000 to 6,000MT of the excess volumes and then split them into required Bills of Lading lots which would be passed onto us by our supplier. The key differentiator from FOB or CFR is that the purchaser buys these goods after completion of the loading of the vessel, allowing the purchaser to buy and sell the goods when the cargo is already loaded and shipping has commenced.

Delivered Container Terminal

The Australian Grain Traders Association uses a specific trading term called “Delivered Container Terminal” or “DCT” for grains export due to the highly segmented and specialized nature of the Australian market. Under DCT, farmers sell goods to packers that consolidate the grains into shippable sizes. Packers then deliver containers to the shipping terminals and are paid by exporters or traders upon delivery. Exporters or international traders fund the goods until the goods/containers are loaded onto a vessel. This provides a level of predictability for the farmers and packers as the gap between the time the containers are delivered to the terminal until they are loaded on a ship can be long and often unpredictable since container vessels often lock out containers based on supply and demand. DCT is usually limited to the Australian grain production and trading market.

“Supply Chain Finance” module

We also have a pilot program underway to vertically integrate our operations into supply chain finance, otherwise known as “reverse factoring,” and expect to complete the “Supply Chain Finance” module of Kratos by February 2021. In contrast to our “Trade Finance” module, which focuses on transactions between SME producers, traders, stockists and end-users of commodities, the “Supply Chain Finance” module expands Kratos beyond commodities by focusing on the need of the many SME suppliers to quickly monetize their sales of raw materials and components to large, credit worthy “anchor” buyers. We expect the anchor buyers will drive adoption of Kratos by their small suppliers. The supply chain finance which will be facilitated by Kratos involves a lender providing immediate payment at the request of small suppliers who have otherwise offered deferred payment terms to the anchor buyer. We will not provide supply chain finance, and only facilitate the transaction between the supplier and the lender.

In addition to the fraud protection, transparency, speed, analytics and efficiency that the “Risk Assessment” module of our platform delivers, we plan to provide for easy connection to the enterprise resource planning (ERP) system of the anchor buyer to obtain supplier invoices (which can also be uploaded in bulk), ensuring the supplier’s invoice is genuine and the anchor buyer will make payment on the due date. In order to make Kratos attractive to anchor buyers, we will provide a dashboard to manage supplier invoices and payments, which we believe will automate many previously manual steps and streamline accounts payable for the anchor buyers.

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The Kratos Solution

Kratos brings together the entire commodity trading and trade finance ecosystem of buyers, sellers, traders, financiers, insurers and logistics providers to facilitate commodity trading and trade finance. Kratos was developed by industry operators and participants who collectively have over 150 years of experience in the industry, and focuses on providing solutions for what they view as the industry’s greatest problems:

1) Shortfall in funding for SME’s and an inability for interested funds to source and diligence SME opportunities. SMEs have historically struggled to obtain financing from more traditional lenders as evidenced by the US$1.5 trillion annual shortfall in trade finance funding. The exit by traditional banks from the SME trade finance space has provided an opportunity for less traditional providers of trade finance — such as funds and individual investors — to enter the trade finance sector. These less traditional investors have faced both high administrative and compliance costs, and previously have not had an efficient way to source financing opportunities or validate and diligence counterparties. Kratos offers a solution to both of these problems.

For lenders, historically trade finance loans have been, slow, paper intensive and complex multi-step processes, susceptible to document errors and fraud, and have required a high amount of fixed overhead expenses, regardless of the size of the loan. Smaller sized loans, below US$10 million, were not as profitable because of these high fixed expenses. By utilizing technology to digitize documents, mitigate documentation error and fraud, as well as increase transaction speed, Kratos lowers the administration costs for lenders, and makes lending in this segment profitable. For traders as borrowers, it allows greater access to trade finance, which is often referenced as a key barrier for traders. Also for traders, our platform offers significantly lower financing sourcing costs than traditional options. Our 1.3% financing source fee is notably lower than current offline market rates for capital sourcing, which we believe is generally closer to 2.0% to 2.25%.

Additionally, the platform provides lenders with a community of prequalified trade finance borrowers, with their KYC, AML and financial information uploaded to the platform, giving potential trade finance providers the confidence to transact in this ecosystem. Our business focuses on transactions with the total value of traded goods below US$10 million as we believe large transactions in excess of US$50 million attract banks to offer trade finance. Our average transaction size since launch through August 2020 has been US$1.99 million.

2) Traditional trade and trade finance processes that rely on paper trails are costly, lengthy, inefficient, paper intensive and subject to fraud. The blockchain technology utilized by Kratos digitizes and streamlines the entire lifecycle of the commodity transaction process, including documentation. Transactions executed on Kratos are significantly faster, more efficient and secure, as all data and activity is time stamped and chronologically stored in blocks, reducing the risk of data modification or tampering. The underlying process and architecture also provide users with more robust and secure reporting. Collectively for traders, this helps resolve counterparty trust issues, another significant problem in the industry, and boosts financial performance by reducing trade cycle times, thus driving higher revenue.

Our business is a 100% fee-based platform business. Kratos currently has two different modules each providing distinct revenue streams, as well as the supporting “Risk Assessment” module, with three additional modules and revenue streams in the late stages of development and expected to be completed between October 2020 and February 2021:

Existing Revenue Streams

1) Trade Discovery: When buyers and sellers agree to execute a physical commodity trade on Kratos, we currently charge 0.30% of the transaction value to the party who initiates the transaction, which we believe is well-priced for the fraud protection, transparency, speed, analytics and efficiency that the “Risk Assessment” module of our platform delivers. In the future, we also intend to facilitate payments using third-party payment providers.

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2) Trade Finance: Commodity producers and suppliers expect immediate payment, while buyers often seek a trade finance option to bridge the time period between entering the transaction and receiving or reselling the commodities. Based on our experience, buyers seek to utilize a trade finance option in approximately 80% of trades, generating a receivable to the finance provider due in up to 150 days. We currently charge commodity buyers on Kratos that source trade finance on the platform an additional financing sourcing fee of 1.3% of the amount financed. We do not charge a platform fee to financing providers and the providers set their own interest rate and other fees before agreeing to finance the transaction. We believe that we offer finance providers an attractive universe of lending opportunities, which often allows our lenders to lend at higher yields than larger transaction sizes, where banks or other large providers compete to provide funding. We also offer our lenders free customization options to facilitate their specific administrative needs, such as breakdowns of their exposure by commodity, region and borrower and a dashboard of overdue accounts.

Revenue Streams Under Development

3) Insurance: Our “Insurance” module will allow our users to access trade credit insurance, which is required by many trade finance lenders. When Kratos’ “Insurance” module is completed, which is expected during October 2020, users will be able to source credit insurance that normally covers between 85%-90% of the trade finance receivable to protect finance providers against defaults. We do not currently plan to charge an additional fee for users that source credit insurance on Kratos, but believe that the availability of credit insurance on Kratos will drive increased Trade Finance Volume and user growth.

4) Logistics: When Kratos’ “Logistics” module is completed, which is expected by the November 2020, we expect to begin arranging the functional aspects of chartering, post-fixture voyage management and voyage financials with traders on our platform. We do not currently plan to charge an additional fee for users that source logistics services on Kratos, but believe that the availability of logistics on Kratos will drive increased Transaction Volume and user growth.

5) Supply Chain Finance: We are in the process of launching our “Supply Chain Finance” module, which is expected to be ready by February 2021. This module expands Kratos beyond commodities and focuses on the SME suppliers to large “anchor” buyers. The lender will provide immediate payment at the request of small suppliers who have otherwise offered deferred payment terms to the anchor buyer. We plan to charge suppliers that opt for supply chain finance a sourcing fee of 1.3% of the amount financed.

Our Strengths

Focused Founder and Compelling Management Experience in the Trade and Trade Finance Sector, Leading to the Design and Build-out of Kratos

We benefit from a strong entrepreneurial leadership team that links what we see as two complementary skill sets: technology development and deployment expertise, combined with trade finance and physical commodities trading experience. We believe that this combination provides us with a competitive advantage as trade finance and physical commodities trading businesses are often slow to adapt to technology, while technology firms or consortiums often lack the in-depth experience and relationships that are critical in the trade finance and physical commodities trading business.

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 working as the founder and owner of Rhodium. Our business leverages his unique experiences in both technology and the commodity trading and trade finance industry to inform and guide the design and deployment of Kratos. Mr. Koneru has built a management leadership team that has complementary skill sets in technology development and trade industry experience. Our Chief Operating Officer Mr. John Galani and our Chief Financial Officer Mr. Alvin Tan have extensive experience in trade and trade finance. Mr. Galani has over 20 years’ experience in trade, trade finance and the build out of platforms. Mr. Tan has over 20 years of financial management experience in several leading commodity trading firms. Our Senior Vice President, Technology, Mr. Ashish Srivastava has a strong technical background, has overseen the development of Kratos and is highly qualified to lead the technical development and support teams located in both Singapore and India.

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Mr. Koneru has been the sole source of equity capital for the business since its founding, which has enabled the leadership to focus solely on growing the business and implementing their vision. We believe that our leadership’s focused, entrepreneurial mindset combined with our comprehensive institutional operational process and decades of trade finance experience provides us with a compelling competitive advantage.

Platform Scale from Current Customer Base

Transactional platforms such as Kratos require scale to be successful. One of the most difficult aspects of starting a platform is attracting initial participants as the platform seeks to build the critical mass necessary for success. Rhodium had nearly 400 customers as of February 2020, and US$2.3 billion in overall commodities traded for the year ended February 29, 2020. The launch of Kratos’ ecosystem was enabled by our relationship with Rhodium, whose existing physical commodity trading business initially provided immediate scale to the platform, of both Transaction Volume and users. We have rapidly expanded our user base with 71 distinct parties executing more than 4,800 transactions comprising more than US$7.7 billion in Transaction Volume and US$1.1 billion in Trade Finance Volume from June 2019 through August 2020 (inclusive). Average Transaction Volume per user for the year ended February 29, 2020 was approximately US$92 million. We expect non-Rhodium related revenue to grow substantially to approximately 85% of our anticipated total revenue for the year ending February 28, 2021. We anticipate adding additional lenders to provide financing on Kratos throughout the remainder of 2020, and to add credit insurance and logistics providers in 2021, which we believe will attract additional participants further helping build the necessary scale. For further details on our ongoing relationship with Rhodium, see — Our Relationship with Rhodium.

Innovative Platform with First Mover Advantage, Streamlining Services for SMEs

We believe that Kratos will enhance international commodity trading and trade financing across the entire life cycle of a commodity trade by acting as a single repository of information, allowing for a secured version of all trade documentation to be shared and visible in real-time to all stakeholders in the trade. We also believe we are the only digital platform in the market to use blockchain, support live transactions, offer trade finance and to have exceeded US$6 billion in total transaction volume.

The goal of Kratos is to bring together the entire commodity trading ecosystem — buyers, sellers, traders, financiers, insurers and logistics providers — to facilitate trade finance and commodity trading efficiently in a consistent, transparent and trusted environment. Kratos enables SME trade finance transactions with its innovative, blockchain-enabled platform to increase speed and efficiency, promote sustainability, foster compliance and provide security throughout the financing and trading process.

Using our deep industry experience, we custom-built Kratos to meet the needs of both traders and financing sources. By innovating from within the industry and providing a system built and designed by experienced industry practitioners, we believe the platform will provide immediate value for all users beyond what we believe any pure technology company could offer. Kratos enables users seeking financing to access tailored financing options quickly through a transparent blockchain-linked system that facilitates their growth and we believe makes us a partner of choice. It also gives lenders access to a market that they want to lend in, but often cannot otherwise reach, in a practical and cost-efficient manner.

Our Strategy

Our strategy is to be the leading technology platform for commodity trade finance. We intend to further grow our business by pursuing the following strategies:

Use Kratos to increase total transaction volume with our existing counterparties and develop new financing relationships

We believe that the scale and ease of use of Kratos positions us well to increase our total transaction volume with existing users, as we believe that the use of Kratos constitutes a relatively small portion of the overall business of our users, providing us with an opportunity to capture additional business flow from existing relationships. We plan to actively engage with our user base to increase this business flow.

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Some of our users currently use only the “Trade Discovery” module of Kratos and do not seek financing via the “Trade Finance” module, which provides us an opportunity to expand our relationships with existing users through offering financing options. This would, in turn, provide us with opportunities to capture more value from each trade and potentially increase total transaction volume from these users. Once the “Insurance” and “Logistics” modules of Kratos are complete, these will provide further opportunities to expand our relationships with existing users.

Continue to enhance value proposition of Kratos to new and existing users, through growth in scale as well as additional functionality and features

Like other distributed ledger platforms, Kratos will become more appealing as its scale grows, and we intend to accelerate this growth by (i) offering incentives to current users to onboard new traders from their ecosystems to our platform, which we have initiated in March 2020, (ii) completing the remaining three modules of Kratos’ architecture thereby becoming a true “one-stop-shop” for trade and trade financing related services, and continuing to add innovative services thereafter, and (iii) adding additional lenders to provide financing and credit insurance to users throughout the remainder of 2020. We believe all of these steps will attract additional transactions and trading participants to Kratos.

Focus on underserved and fragmented SME market

The US$40 trillion trade finance market is dominated by multinational companies and large banks that trade and finance the highest volume of trade transactions, largely outside of the view of public markets. Large participants in this industry include Cargill, Trafigura and Glencore, among others, who we believe trade primarily between themselves and with their large-scale suppliers. The increased regulatory capital requirements imposed on banks by Basel III have made it less profitable and attractive for banks to serve the trade finance market, leading to a focus on large transaction sizes (typically larger than US$50 million) to cover increasing fixed compliance costs. This pull back from large players and lack of well capitalized smaller participants has led to a US$1.5 trillion gap in trade finance for SMEs in 2019, according to the WTO.

Our business focuses on SME transactions with the total value of traded goods below US$10 million, that may otherwise struggle to obtain trade partners and financing from more traditional lenders in the trade finance industry. Our average transaction size since launch through August 2020 has been US$1.99 million. While banks have exited SME trade finance, alternative investment platforms such as funds and individual investors are seeking ways to enter our sector but are facing barriers to entry such as sourcing financing opportunities, the inability to validate and diligence counterparties and prohibitively high administrative and compliance costs. We solve these problems for potential trade finance providers, as Kratos provides lenders with a community of prequalified trade finance borrowers, with their KYC, AML and financial information uploaded to the platform, giving potential trade finance providers the confidence to transact in this ecosystem. Furthermore Kratos helps to streamline the overall documentation and transaction process, which we believe can be a challenging and costly part of doing business as an SME, with its efficient end-to-end digital environment.

Selectively pursue inorganic growth through acquisitions and partnerships

We believe that there are a number of businesses and partnerships that would be complementary to our existing business and would provide attractive opportunities for inorganic growth. These include accretive acquisitions of existing offline businesses in the commodity trading ecosystem, whose customer base could increase the growth of Kratos, as well as acquisitions of certain technology offerings, such as artificial intelligence, analytics & dashboard reporting, credit scoring & rating solutions and payment processing solutions which would allow for additional features to be added to Kratos.

Expand the use of Kratos with new features and into new geographies

In addition to completing the remaining three modules of Kratos, in the near term we intend to introduce the facilitation of payments for our trading and financing users using third-party payment providers. In the medium term, we plan to introduce a mobile application that will allow our users to view their transaction status, receive notifications remotely, review and approve individual transaction steps, and manage the overall transaction process.

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Kratos enjoys a diverse user base across many types of users and commodities, but is currently Asia focused. This provides us with an opportunity to expand into additional geographies without requiring significant adjustments to the overall platform or its offering due to the nature of the technology used and the lack of a physical presence requirement. This enables us to continue to expand our user base and scale of Kratos, while continuing to de-risk the business through additional geographical diversity. As Kratos’ user base grows and geographical diversity increases, we expect that our users will begin trading additional non-petroleum commodities.

Disruptive pricing model to capture greater market share

Offline trade and trade finance processes have been traditionally costly, lengthy, inefficient, paper intensive and subject to fraud. In contrast, Kratos provides faster and more efficient digital execution, mitigates the potential for documentation fraud or data tampering by using blockchain-enabled technology and provides easy coordination of numerous transaction participants, all while reducing paper-based documentation costs and waste in a sustainable way. We can capture this advantage through our pricing structure, where our current charge of 0.30% of the transaction value to the buyer or seller using Kratos to initiate the commodity trade is well-priced for the fraud protection, transparency, speed, analytics and efficiency that the “Risk Assessment” module of our platform delivers. In addition, our finance sourcing fee of 1.3% is notably cheaper than current offline market rates for capital sourcing, which we believe is generally closer to 2.0% to 2.25%. We believe that both of these pricing advantages will drive users and Transaction Volume and Trade Finance Volume to our platform.

Kratos and COVID-19

Kratos has outperformed our expectations for its performance and growth during 2020. Kratos has benefited from COVID-19 because the pandemic has caused the commodity trading and trade finance ecosystem of buyers, sellers, traders and financiers to shift online as a result of worldwide closures. This is driving increased total transaction volume from our existing users, resulting in a 97% increase in monthly average total transaction volume for March through August 2020, and a similar increase in platform user growth, each as compared to June 2019 through February 2020. In addition to the ease of use of the platform during worldwide closures, we believe that less trade finance liquidity due to a risk-off environment and fewer available funding sources are exacerbating the US$1.5 trillion annual shortfall in trade finance funding for SMEs, making our offering and solutions even more compelling. We believe that the fintech industry, Asian economies and non-petroleum commodity consumption will drive the post-COVID-19 recovery.

HISTORY

Mr. Koneru co-founded Rhodium, which began operations in 2012. By 2016, Rhodium had grown substantially and was trading a significant volume of commodities, which led to burdensome transaction reporting and tracking requirements. Given his technology background, Mr. Koneru along with his team started looking for vendors who could solve their problems, but did not find any solutions that fully catered to Rhodium’s needs. This was when Mr. Koneru realized the gap in the market and saw the need to address it. After analyzing many technologies, Mr. Koneru came to the conclusion that blockchain should be the underlying technology, as it would allow traders to track their transactions and all the steps would be traceable and immutable. Blockchain would also promote trust and transparency, which he believed was severely lacking in the commodity trading industry.

In second half of 2017 the idea of developing a platform to address the dire need in trade and trade finance came to Mr. Koneru. In 2018, the planning and development for what would become Kratos began. Mr. Koneru assembled advisors and experts in blockchain from countries including the United Kingdom, United Arab Emirates and Indonesia. Rhodium provided the in-depth functional information and industry experience to truly pinpoint the problems and the presence of many commodity traders in Singapore provided further valuable input.

The pilot was completed in 2018 with a strong expression of interest from industry players, laying the foundation for what would become the “Trade Discovery” and “Risk Assessment” modules of Kratos. We were established as Arkratos Blockchain Solutions Pte.Ltd. a Singapore private company limited by shares, on January 11, 2018 as an outgrowth of the Rhodium business. In 2019, a full development team in Singapore was hired to work on the platform. After the 2018 pilot’s success in validating the concept, Mr. Koneru wanted to expand Kratos to tackle another issue — access to trade finance. It was always in his mind that Kratos should be an end-to-end solution covering the entirety of a commodity trade’s lifecycle. The “Trade Discovery” module was the first step and base for all the other

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modules. Mr. Koneru created an advisory board with experts from trading, banking, insurance, logistics, shipping, and blockchain that could provide feedback on the development plans and Kratos, leading to the commercial launch of the“Trade Discovery” module in June 2019, followed by the “Trade Finance” module in February 2020. Our name was changed to Triterras Fintech Pte. Ltd. on January 30, 2020.

Kratos — Our Blockchain-enabled Platform

Kratos is an organized, efficient and trusted digital marketplace for end-to-end trade finance and physical trading. We believe Kratos enables us to more efficiently facilitate commodity trading and trade financing solutions while making our users’ day-to-day operations faster, more efficient and more transparent.

The commodity trading and trade finance ecosystem has multiple stakeholders: Kratos is designed to capture approved buyers, sellers, traders, financiers, insurers and logistics providers and events at every stage of the trade transaction, allowing our users’ entire trading and trade finance relationship to be completely hassle-free in just a few clicks at our “one-stop-shop.” The launch of Kratos’ ecosystem was enabled by our relationship with Rhodium, whose existing business initially provided immediate scale to the platform, of both Transaction Volume and users. An important feature of Kratos is that we maintain oversight of the ecosystem, including “Know Your Customer” (“KYC”) and Anti Money Laundering (“AML”) checks for all participants, assisting users with these cumbersome tasks.

Kratos enables ecosystem participants to more efficiently find deals and counterparties, while improving reporting by operating in a consistent, transparent and trusted environment. Kratos links to the blockchain six times for a trade transaction and an additional six times for a trade finance transaction, as shown in the below diagram.

Kratos’ platform architecture will consist of six different modules, each of which serves a particular trade finance and commodity trading need. Three of these modules, “Trade Discovery,” “Risk Assessment” (which is accessible to all users without charge, and supports the other modules by facilitating KYC, Sanctions and AML checks, as well as credit score reporting and bill of lading checks for our users), and “Trade Finance” are operational, and we expect to complete the remaining three modules, “Logistics” and “Insurance” by November 2020 and “Supply Chain Finance” by February 2021. Additionally, the Transaction Volume that our current customer base and financing providers supports attracts other traders to Kratos, which in turn draws in additional sources of financing and, once the relevant modules have been completed, will result in further participation from insurers and logistics providers.

We believe that Kratos has several advantages compared to traditional offline trade transactions, which are paper intensive, burdened by significant overhead costs and delays and subject to human error due to manual documentation handling and fraud due to document modification. Through its blockchain-enabled technology, Kratos provides faster and more efficient digital execution, mitigates the potential for documentation fraud or data tampering and provides easy coordination of numerous transaction participants, all while reducing paper-based documentation costs and waste in a sustainable way. We believe Kratos is transforming trade finance and physical trading without borders, across multiple countries and with ease of integration with third party software providers through APIs (Application Programming Interfaces).

Kratos’ blockchain platform currently links to the Ethereum public network, but is able to shift to an alternative public network if required. We chose Ethereum as it is the longest deployed, best known and most trusted blockchain. Ethereum is programmable, which means that we can use it to build decentralized applications that gain the benefits of blockchain technology. Once these programs are “uploaded” to Ethereum, users can be assured they will always run as programmed.

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OUR RELATIONSHIP WITH RHODIUM

Following the Business Combination, we will continue to do business with Rhodium, who enabled the launch of the Kratos ecosystem with its initial business support. Rhodium is a commodity trading business headquartered in Singapore with offices in Hong Kong, China, Dubai, Malaysia, Australia and the United Kingdom. Rhodium had nearly 400 customers as of February 2020, and traded approximately US$2.3 billion in commodities during the year ended February 29, 2020. As a commodity trader, Rhodium seeks to take minimal commodity market risk and instead earn a return from the arranging of financing. Rhodium typically engages in back-to-back trades whereby its traders use their knowledge of the operations of suppliers and the needs of customers to match a supplier’s production volume with a customer’s use requirements. Rhodium is also active in trade finance and provides and/or arranges for funding from banks and funds for sales to customers on extended credit terms, generally through the purchase of receivables. Rhodium believes that it pioneered the use of credit insurance to mitigate receivable credit risk in the commodity trading industry. Rhodium also owns four Supramax bulk carriers, which are primarily chartered to third parties, as well as used for its own transport requirements.

Triterras Asia accounted for 26.7% of our revenue for the year ended February 29, 2020, primarily relating to platform fees where Rhodium initiated the commodity trade with its counterparty. Based on currently available information, we expect that for the six months ended August 31, 2020 Triterras Asia will have accounted for 15.5% of our revenue. While we are working on expanding the user base of Kratos to become more independent, we have relied on Rhodium’s Transaction Volume and we intend to continue to leverage our relationship with Rhodium to promote the use of Kratos to its trading counterparties and contacts in the trade finance, credit insurance and logistics markets. Substantially all of the users of Kratos during the year ended February 29, 2020 were referred to the platform by Rhodium. We believe that Rhodium sees significant value in continuing to transact its trading business and source its trade financing on our platform and will continue to introduce its trading counterparties, trade finance providers and insurers to our platform, consistent with Rhodium’s past practice.

As a result, we and Rhodium have determined it would be in each party’s interest to enter into an origination agreement (the “Origination Agreement”) to incentivize Rhodium to continue to refer its commodity trading customers to Kratos, consistent with Rhodium’s past practice. The Origination Agreement provides for fixed payments to Rhodium at the time a referred customer meets total transaction volume requirements over a required period. We expect that approximately US$1.7 million will be payable to Rhodium during the year ended February 28, 2021 due to Rhodium’s referrals of commodity trading customers. The Origination Agreement also provides for Rhodium to introduce lenders, insurers and shippers to the Kratos platform, with fee for such introductions to be agreed between Rhodium and ourselves separately. The Origination Agreement was entered into by Fintech and Rhodium on an arm’s length basis, on the same terms as similar agreements entered into by Fintech with third parties. The Origination Agreement is terminable on one month’s notice by either party.

All transactions between us and Rhodium since February 29, 2020 have been on an arm’s length basis, as with all other users on the platform, and will continue to be on an arm’s length basis following completion of the Business Combination. Mr. Koneru, our founder, Executive Chairman, Chief Executive Officer and majority shareholder following the Business Combination is also the majority shareholder of Rhodium. For a description of our other transactions with Rhodium, see “Certain Relationships and Related Person Transactions — Fintech Related Person Transactions.”

COMPETITION

Many platforms target global trade, and our competition takes several forms, including several trade and trade finance consortiums launched by banks, alternative investment funds that provide trade financing, fund management firms, commercial banks, investment banks, broker-dealers, hedge funds, insurance companies and other financial institutions in the same area of the trade finance business, all of which may be larger and better capitalized than us. Of these bank-led consortiums, we are only aware of two, Komgo and CIC, that trade non-petroleum commodities, neither of which has reached our scale of total transaction volume.

Other trade platforms generally either do not currently use blockchain, are not yet supporting live transactions, do not offer trade finance, or have yet to scale their total transaction volume to the extent that we have. We believe we are the only digital platform to use blockchain, support live transactions, offer trade finance and have exceeded US$6 billion in total transaction volume. Our competitors may also expand and diversify their commodity sourcing, processing or trading operations, or engage in pricing or other financial or operational practices that could increase competitive pressure on us.

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GEOGRAPHIC FOOTPRINT & EMPLOYEES

We facilitate global commodities trading and trade finance for small and medium sized enterprises, and maintain a presence in key trading centers across the world, including Singapore, the U.K. and the U.S. The table below presents geographic information related to the location of users, which is equivalent to the location associated with revenue generation; the load and discharge markets for commodities which users trade via the Trade Discovery Module; and the geographic location of lenders which provide financing via the Trade Finance Module, each for the year ended February 29, 2020.

Revenue (%)		Load Country of Commodities Traded via the “Trade Discovery” module (%)		Discharge Country of Commodities Traded via the “Trade Discovery” module (%)		Sources of financing facilitated via the “Trade Finance” module (%)
Singapore (including Rhodium)	56.2	Indonesia	64.6	United States	23.2	Singapore	62.6
Hong Kong	20.0	Chile	6.3	Netherlands	16.9	Malaysia	18.9
Malaysia	11.2	Brazil	6.1	China	16.1	Cayman Islands	18.5
United Arab Emirates	9.7	China	4.4	India	14.1
Other countries	3.0	Malaysia	3.8	Italy	11.4	Note: the commercial lauch of the “Trade Finance” module occurred in February 2020. Since February 29, 2020, Trade Finance Volume has grown significantly and the sources of financing have expanded to include lenders located in the United States and Luxembourg.
		Other countries	14.8	Other countries	18.4

The revenue information of continuing operations above is based on the location of the customers’ country of incorporation. The country of load and discharge information for the Trade Discovery Module is presented by number commodity sales facilitated, rather than the revenue associated with such transactions, with the locations being those entered by users on bills of lading. The sources of financing information is based on incorporation of the lending entity.

Because we do not control the types of commodities that are traded on Kratos, which are determined by the needs of our users, as Kratos’ user base grows and geographical diversity increases we expect that our commodity trading users’ and lender users’ locations will continue to diversify, we further expect that our users will begin trading additional non-petroleum commodities which are loaded from and discharged to different jurisdictions. We expect the mix of commodities and the associated load and discharge jurisdictions on the platform will be seasonal, reflecting the underlying trends of certain of the commodities.

We are headquartered in Singapore, a large commodity trading hub, that gives us access to all necessary supporting counterparts, such as the trading arms of producers, banks and insurers. As of the date of this registration statement and since our inception, our head office and registered office, which is leased, is located at 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619, and our telephone number is +65 6661 9240.

We believe that we maintain constructive relationships with our employees. As of June 2020, we had 17 employees, none of which were represented by unions. In addition, we have 29 contractors in India supporting the design, development and solutioning of Kratos, bringing our total strength (including contractors) to 46 as of June 2020.

The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website, which for the avoidance of doubt is not incorporated into this proxy statement/prospectus is located at www.arkratos.com.

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ENVIRONMENT AND SOCIAL GOVERNANCE

We believe that responsible and ethical practices are necessary to build a globally sustainable business, where our long-term growth depends on our stakeholders’ contributions on a sustained basis. We are therefore committed to caring for the environment, developing our stakeholders and contributing back to society as part of growing and sustaining the business. We have strengthened our corporate governance framework to exercise oversight over environmental protection and social responsibility practices along a path of responsible and sustainable growth, based on defined goals and achievable outcomes.

Our defined environment, social and governance goals are: (i) to support industry efforts in developing sustainable sourcing; (ii) to contribute to society and other worthy causes where we operate; and (iii) to promote a corporate culture of caring for the environment.

LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings concerning matters arising in connection with the conduct of our business. Currently, there are no material pending claims or legal proceedings against us.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

Netfin is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of certain transactions as described below. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

On July 29, 2020, Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”) entered into a business combination agreement (the “Business Combination Agreement”) with Netfin Holdco, a Cayman Islands exempted company (“Holdco”), Netfin Merger Sub, a Cayman Islands exempted company (“Merger Sub”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin (the “Netfin Representative), Symphonia Strategic Opportunities Limited, a Mauritius private company limited by shares (“SSOL”) and IKON Strategic Holdings Fund, a Cayman Islands exempted company (“IKON” and together with SSOL, the “Sellers”), 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, consisting of one Class A ordinary share of Netfin (the “Class A Shares”) 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 Class A Share and Class B ordinary share of Netfin (together with the Class A Shares, the “Netfin 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 Netfin Ordinary Share and (d) each outstanding warrant to purchase a Class A Share 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 in exchange for the consideration described below. Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Transaction”), each of Netfin and Fintech will become a wholly-owned subsidiary of Holdco, and Holdco will subsequently be renamed as “Triterras.”

The aggregate value of the consideration to be paid to Sellers in the Transaction is approximately $585,000,000, of which (i) approximately $525,000,000 will be paid in the form of 51,622,419 Holdco Ordinary Shares, valued at $10.17 per Holdco Ordinary Share and (ii) $60 million will be paid in cash (the “Cash Consideration”). In addition, the Sellers will be entitled to receive earnout (“Earnout”) consideration of up to an additional 15,000,000 Holdco Ordinary Shares upon Holdco meeting certain financial or share price thresholds as described under “The Business Combination Agreement — Conditions to the Closing of the Business Combination”. Holdco will fund the Cash Consideration payable to the Sellers in the Transaction with amounts on deposit in Netfin’s trust account (the “Trust Account”).

The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Netfin, the Sellers, Fintech and their respective subsidiaries prior to the closing of the Transaction (the “Closing”). Each of Netfin, the Netfin Representative, Merger Sub and the Sellers have agreed to use their reasonable best efforts to cause the Transaction to be consummated.

The Closing is subject to certain conditions, including, among other things, (i) approval of the Transaction by holders of the Ordinary Shares, (ii) approval of the listing of the Holdco Ordinary Shares to be issued in connection with the Transaction on the Nasdaq Stock Market LLC (“Nasdaq”), (iii) Netfin having at least $5,000,001 in net tangible assets at the closing of the Transaction after giving effect to redemptions of Class A Shares, if any, and (iv) the effectiveness of the Registration Statement (as defined below), of which this proxy statement/prospectus forms a part (the “Registration Statement”).

If the number of redemptions exceeds the maximum redemption scenario described herein, Netfin may need to obtain additional debt or equity financing to the complete the Transaction. Any such financing would require the prior written consent of the Sellers.

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Anticipated Accounting Treatment

The Transaction will be accounted for as a continuation of Fintech in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Under this method of accounting, while Holdco is the legal acquirer of both Netfin and Fintech, Fintech has been identified as the accounting acquirer of Netfin for accounting purposes. This determination was primarily based on Fintech comprising the ongoing operations of the combined company, Fintech senior management comprising the senior management of the combined company, and the former owners and management of Fintech having control of the board of directors following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company. As Netfin does not meet the definition of a business as defined in IFRS 3 — Business Combinations (“IFRS 3”), the acquisition is not within the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 — Share-based Payments (“IFRS 2”). Hence, the transaction will be accounted for as the continuance of Fintech with recognition of the identifiable assets acquired and the liabilities assumed of Netfin at fair value. Operations prior to the Transaction will be those of Fintech from an accounting point of view.

Under IFRS 2, the Transaction is measured at the fair value of the ordinary shares deemed to have been issued by Fintech for the ownership interest in Holdco to be the same as if the transaction had taken the legal form of Fintech acquiring 100% of Netfin. The difference between the fair value of the ordinary shares deemed to have been issued by Fintech and the fair value of Netfin’s identifiable net assets acquired represents a transaction cost and will be expensed as a charge to income.

Fintech has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• The Sellers, who comprise all of Fintech’s shareholders, will have the largest ownership interest and voting interest in Holdco after the Transaction closes under each of the no redemptions and maximum redemptions scenarios (as described below and in the notes hereto) with approximately 61.5% or 77.3% ownership voting interest, respectively;

• Holdco’s board of directors after the Transaction will initially consist of seven directors; five of whom will initially be appointed by the Sellers and two of whom will initially be appointed by Netfin; and

• Fintech represents the larger entity, in terms of both revenues and total assets.

Other factors were considered, including composition of management, purpose and intent of the Transaction and the location of the combined company’s headquarters, noting that the preponderance of evidence as described above is indicative that Fintech is the accounting acquirer in the Transaction.

No goodwill or other intangible assets will be recorded by Fintech in connection with the acquisition. In the accompanying pro forma information, the net assets of Netfin were recognized at fair value (which was consistent with carrying value), with no goodwill or other intangible assets recorded. All direct costs of the Transaction will be expensed.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 has been prepared assuming the Transaction and related transactions closed on as of January 1, 2019.

The unaudited pro forma condensed combined balance sheet as of December 31, 2019 assumes that the Transaction closed on December 31, 2019.

The unaudited pro forma condensed combined financial information has been prepared using and should be read in conjunction with:

• Fintech’s audited financial statements as of and for the year ended, February 29, 2020 and February 28, 2019, included elsewhere in this proxy statement/prospectus;

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• Netfin’s audited financial statements as of and for the period from April 24, 2019 (“Inception”) through, December 31, 2019, included elsewhere in this proxy statement/prospectus;

• the sections entitled “Netfin Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Operating and Financial Review and Prospects of Fintech.”

As Netfin is the accounting acquiree and Fintech prepares its financial statement in accordance with IFRS, the historical financial information of Netfin has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert Netfin financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify Netfin Ordinary Shares subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Transaction.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the combined company.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

Description of the Transaction

Pursuant to the Business Combination Agreement, the aggregate potential stock consideration issued in the Transaction, excluding the Earnout, is US$525.0 million, consisting of 52.5 million Holdco Ordinary Shares valued at US$10.17 per share.

The following represents the amount and types of consideration payable to the Sellers in the Transaction (in thousands):

	Cash		Fair Value Payable in Common Shares
SSOL	$	48,000	$	420,000
IKON		12,000		105,000
	$	60,000	$	525,000

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 in connection with the Transaction; and

• Assuming Maximum Redemptions: This scenario assumes that the maximum amount of redemptions permitted under Netfin’s organizational documents and the Business Combination Agreement, or aggregate redemption payments of approximately US$172.3 million (17,093,016 Class A Shares at $10.08 per share), are effected such that following (i) payment of $60 million in Cash Consideration to the Sellers, (ii) payment by Netfin to its stockholders who have validly elected to have their Class A Shares redeemed for cash pursuant to the Netfin Governing Documents as part of a Netfin Share Redemption, and (iii) payment of $18 million in estimated transaction expenses, the amount of immediately available cash in the Trust Account shall be no less than US$5,000,001 million.

No earnouts were included in the pro forma condensed combined financial statements as the Company has made the choice to recognize the earn-out liability when the related activity that gives rise to the variability occurs in accordance with IFRS.

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The following summarizes the number of pro forma Holdco Ordinary Shares outstanding after the Transaction and the number of shares to be held by various stakeholders in the transaction assuming both no redemptions of the Class A Shares and redemption of the maximum amount of Class A Shares permissible under Netfin’s organizational documents and the Business Combination Agreement (in thousands):

	Assuming No Redemptions	Assuming Maximum Redemptions
Weighted average shares calculation, basis and diluted
Netfin Shareholders	32,241	32,241
Other	65	65
Sellers*	51,622	51,622
Redemptions	—	(17,093	)
Pro Forma Shares Outstanding	83,928	66,835

____________

* Represents an exchange ratio for the Holdco Ordinary Shares to be issued for the equity interests of Fintech of 10.32 (51,622,419 divided by 5,000,100).

The amount of Holdco Ordinary Shares outstanding on a pro forma basis as of December 31, 2019 assumes no exercise of the warrants.

Fintech prepares its financial statements on the basis of a fiscal year ending on the last day in February of each year. The financial statements of Netfin have historically been prepared on a basis of a fiscal year ending December 31. In accordance with applicable SEC rules, if only one of the entities involved in a transaction for which pro forma financial statements are prepared is an SEC reporting company then that entity’s fiscal year end is used to determine the periods presented in the pro forma financial statements. If the non-SEC reporting entity’s fiscal year end differs from the reporting entity’s fiscal year end by more than 93 days, the income statement for a twelve-month period ending within 93 days of the reporting entity’s fiscal year end must be used.

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PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2019
(UNAUDITED)
(in thousands, except per share amounts)

			NETFIN																COMBINED
					Assuming No Redemptions							Assuming Maximum Redemptions							Assuming No Redemptions								Assuming Maximum Redemptions
	FINTECH Historical		NETFIN Historical		Pro Forma Adjustments			Notes		Pro Forma NETFIN		Pro Forma Adjustments			Notes		Pro Forma NETFIN		Pro Forma Adjustments			Notes		Pro Forma Combined			Pro Forma Adjustments			Notes		Pro Forma Combined
Assets
Cash and marketable securities held in Trust Account	$	—	$	255,080	$	(255,080	)	(1	) b	$	—	$	(255,080	)	(1	) b	$	—	$	—				$	—		$	—				$	—
Plant and equipment, net		1		—		—					—		—					—		—					1			—					1
Intangible assets		291		—		—					—		—					—		—					291			—					291
Non-current assets		292		255,080		(255,080	)				—		(255,080	)				—		—					292			—					292
Trade and other receivables, net		13,395		—		—					—		—					—		—					13,395			—					13,395
Other current assets		5,389		—		—					—		—					—		—					5,389			—					5,389
Prepaid expenses and other current assets		—		70		—					70		—					70		—					70			—					70
Cash and cash equivalents		165		721		255,080		(1	) b		255,801		255,080		(1	) b		83,503		(18,000	)	(2	) a		177,966			(18,000	)	(2	) a		5,668
													(172,298	)	(1	) c				(60,000	)	(2	) b					(60,000	)	(2	) b
Total current assets		18,949		791		255,080					255,871		82,782					83,573		(78,000	)				196,820			(78,000	)				24,522
Total assets	$	19,241	$	255,871	$	—				$	255,871	$	(172,298	)			$	83,573	$	(78,000	)			$	197,112		$	(78,000	)			$	24,814

Liabilities
Deferred underwriting fee payable	$	—	$	8,855						$	8,855	$	—				$	8,855	$	(8,855	)	(2	) a	$	—		$	(8,855	)	(2	) a	$	—
Common stock subject to possible redemptions		—		—		241,513		(1	) a		—		241,513		(1	) a		—		—					—			—					—
						(241,513	)	(1	) c				(241,513	)	(1	) c
Non-current liabilities		—		8,855		—					8,855		—					8,855		(8,855	)				—			(8,855	)				—
Trade and other payables		1,182		—		—					—		—					—		—					1,182			—					1,182
Accrued expenses		—		503		—					503		—					503		—					503			—					503
Contract liabilities		97		—		—					—		—					—		—					97			—					97
Income taxes payable		1,593		—		—					—		—					—		—					1,593			—					1,593
Total current liabilities		2,872		503		—					503		—					503		—					3,375			—					3,375
Total liabilities		2,872		9,358		—					9,358		—					9,358		(8,855	)				3,375			(8,855	)				3,375

Commitments

Common stock subject to possible redemptions		—		241,513		(241,513	)	(1	) a		—		(241,513	)	(1	) a		—		—					—			—					—

Equity
Preferred Stock		—		—		—					—		—					—		—		(2	) b		—			—		(2	) b		—
Common Stock		—		—		—					—		—					—		8		(2	) b		8			7		(2	) b		7
Common Stock – Class A		—		—		—					—		—					—		—		(2	) b		—			—		(2	) b		—
Common Stock – Class B		—		1		—					1		—					1		(1	)	(2	) b		—			(1	)	(2	) b		—
Additional paid in capital		5,000		3,731		241,513		(1	) c		245,244		69,215		(1	) c		72,946		(7,439	)	(2	) b		242,805			(27,436	)	(2	) b		50,510
Retained earnings (accumulated deficit)		11,369		1,268		—					1,268		—					1,268		(9,145	)	(2	) a		(49,076	)		(9,145	)	(2	) a		(29,078	)
																				(1,268	)	(2	) b					(1,268	)	(2	) b
																				(51,300	)	(2	) b					(31,302	)	(2	) b
Total equity		16,369		5,000		241,513					246,513		69,215					74,215		(69,145	)				193,737			(69,145	)				21,439
Total liabilities and stockholders’ equity	$	19,241	$	255,871	$	—				$	255,871	$	(172,298	)			$	83,573	$	(78,000	)			$	197,112		$	(78,000	)			$	24,814

See Note 3 for descriptions of the adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2019.

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2019
(in thousands, except per share and per share amounts)

							Assuming No Redemptions								Assuming Maximum Redemptions
	FINTECH			NETFIN			Pro Forma Adjustments			Notes		Pro Forma Combined			Pro Forma Adjustments			Notes		Pro Forma Combined
Net sales	$	16,898		$	—		$	—				$	16,898		$	—				$	16,898
Cost of operations		—			—			—					—			—					—
Gross profit		16,898			—			—					16,898			—					16,898
Operating expenses
Other operating expense		(930	)		—			—					(930	)		—					(930	)
Selling, general and administrative expenses		(610	)		(816	)		—					(1,426	)		—					(1,426	)
Impairment on trade receivables		(183	)		—			—					(183	)		—					(183	)
Operating profit		15,175			(816	)		—					14,359			—					14,359
Interest and financing costs
Interest income, net		(1	)		1,927			(1,927	)	(1	) a		(1	)		(1,927	)	(1	) a		(1	)
Unrealized gains on marketable securities held in Trust Account		—			157			(157	)	(1	) b		—			(157	)	(1	) b		—
Total interest and financing		(1	)		2,084			(2,084	)				(1	)		(2,084	)				(1	)
Income (loss) before income taxes		15,174			1,268			(2,084	)				14,358			(2,084	)				14,358
Income tax expense		(1,593	)		—			—					(1,593	)		—					(1,593	)
Net income (loss)	$	13,581		$	1,268		$	(2,084	)			$	12,765		$	(2,084	)			$	12,765

Weighted average share outstanding
Basic								83,928,419		(2	)		83,928,419			66,835,403		(2	)		66,835,403
Diluted								83,928,419		(2	)		83,928,419			66,835,403		(2	)		66,835,403
Income (loss) per share available to common shareholders
Basic												$	0.15							$	0.19
Diluted												$	0.15							$	0.19

See Note 4 for descriptions of the adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2019.

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. Basis of Presentation

The Transaction will be accounted for as a continuation of Fintech in accordance with IFRS as issued by the IASB. Under this method of accounting, while Holdco is the legal acquirer of both Netfin and Fintech, Fintech has been identified as the accounting acquirer of Netfin for accounting purposes. This determination was primarily based on Fintech comprising the ongoing operations of the combined company, Fintech senior management comprising the senior management of the combined company, and the former owners and management of Fintech having control of the board of directors following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company.

The net assets of Netfin were recognized at fair value (which was consistent with carrying value), with no goodwill or other intangible assets recorded. All direct costs of the Transaction will be expensed.

The unaudited pro forma condensed combined balance sheet as of December 31, 2019 assumes that the Transaction closed on December 31, 2019. The unaudited pro forma as assuming the Transaction closed on January 1, 2019.

The pro forma adjustments reflecting the consummation of the Transaction are based on certain currently available information and certain assumptions and methodologies that Netfin believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

Therefore, it is likely that actual experience will differ from the assumptions and pro forma adjustments and it is possible the differences will be material. Netfin believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the consummation of the Transaction, based on information available to management at the time of preparation of this pro forma financial information and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transaction closed on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company. They should be read in conjunction with the audited financial statements and notes thereto of each of Netfin and Fintech included elsewhere in this proxy statement/prospectus.

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction. It has been prepared for informational purposes only and is subject to a number of uncertainties and assumptions as described in these accompanying notes.

Netfin management has made significant assumptions and preliminary estimates in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these assumptions and preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or other cost savings that may be associated with the Transaction.

The historical financial information of Netfin has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert Netfin financial statements from US GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify Netfin’s Ordinary Shares subject to redemption as non-current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Transaction.

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Fintech and Netfin did not have any pre-existing relationship or other intercompany transactions, accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted loss per share amounts presented in the unaudited pro forma condensed combined statement of operations and comprehensive (loss) income are based upon the number of the Holdco Ordinary Shares that would have been outstanding assuming the Transaction occurred on January 1, 2019.

3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2019

The unaudited pro forma condensed combined balance sheet as of December 31, 2019 gives effect to the Transaction as if it was completed on December 31, 2019.

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2019 are as follows:

(1) The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2019 applicable to each redemption scenario are as follows:

(1)a. To reclassify US$241.5 million of Class A Shares subject to possible redemption as a long-term liability under IFRS.

(1)b. To reclassify cash and marketable securities held in the Netfin trust account of US$255.1 million to Cash that becomes available upon closing of the Transaction.

(1)c. Represents the transfer of common stock subject to possible redemptions to permanent equity under the “Assuming No Redemptions” scenario and the cash used to fund the maximum redemption under the requirement that there will need to be a minimum of US$5.0 million in available cash and the transfer of the remainder of common stock subject to possible redemptions to permanent equity.

(2)a. To reflect payment of the estimated US$18.0 million of transaction expenses incurred, of which US$8.9 million were deferred underwriters’ fees related to Netfin’s initial public offering payable at the consummation of the Transaction. The remaining US$9.1 million of transaction expenses, which are nonrecurring, were expensed.

(2)b. To record the fair value of share consideration of US$297.8 million and a US$105.5 million and a US$51.3 million and US$31.3 million excess of the fair value of the shares issued by Holdco over the value of the net monetary assets acquired in the Transaction under the “Assuming No Redemptions” and “Assuming Maximum Redemptions” scenarios, respectively. Under IFRS 2, this amount is recognized as a loss on the income statement. Additionally, to eliminate Netfin’s retained earnings (which is inclusive of historical retained earnings), additional paid-in capital, and common stock subject to possible redemption to permanent equity assuming no additional redemptions.

The detail calculations of the above amounts are as follows (amounts in thousands, except per share amounts):

	Per Share Value*		Assuming No Redemptions				Assuming Maximum Redemptions
	Per Share Value*		Shares	Fair Value			Shares		Fair Value
Class A	$	10.36	6,260	$	64,854		6,260		$	64,854
Class B	$	11.25	681		7,661		681			7,661
Redemptions	$	11.25	—		—		(17,093	)		(192,296	)
Public	$	11.25	25,300		284,625		25,300			284,625
Other	$	10.36	65		673		65			673
			32,306		357,813		15,213			165,517
Less: cash paid by NETFIN to FINTECH					(60,000	)				(60,000	)
Fair value of consideration					297,813					105,517
Book value					246,513					74,215
Excess of fair value over book value				$	51,300				$	31,302

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4. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2019

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 gives effect to the Transaction as if it has completed on January 1, 2019, with adjustments for subsequent events. Netfin’s statement of operations was derived from Netfin’s unaudited condensed statements of operations for the period from April 24, 2019 (Inception) through December 31, 2019. Fintech’s statement of operations was derived from Fintech’s unaudited combined statements of profit and loss for the year ended February 29, 2020.

(1) The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 are as follows:

a. To eliminate interest income of US$1.9 million earned on amounts in Netfin’s trust account for the period.

b. To eliminate unrealized gains on marketable securities of US$0.2 million held in trust account for the period.

(2) As the Transaction is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the total amount of shares outstanding after the effect of the Transaction, which amounts to a total of 83,928,419 shares assuming no redemptions and, 66,785,419 shares assuming maximum redemptions, have been outstanding for the entire period presented.

5. Income (Loss) per Share

Represents the net earnings (loss) per share calculated using the historical weighted average Ordinary Shares of Netfin and the issuance of all the Holdco Ordinary Shares in connection with the Transaction, assuming the ordinary shares were outstanding since January 1, 2019. As the Transaction is being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average ordinary shares outstanding for basic and diluted net income (loss) per ordinary share assumes that the Holdco Ordinary Shares issuable in connection with the Transaction have been outstanding for the entire period presented. If the maximum number of Class A Shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire periods.

The unaudited pro forma condensed combined financial information has been prepared assuming the no redemption and maximum redemption scenarios:

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		66,835,403

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of December 31, 2019
Total current assets	$	196,820	$	24,522
Total assets	$	197,112	$	24,814
Total current liabilities	$	3,375	$	3,375
Total liabilities	$	3,375	$	3,375
Total stockholders’ equity	$	193,737	$	21,439

Warrants were assumed to be anti-dilutive.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF FINTECH

For purposes of this section, “we,” “our,” “us” and the “company” refer to Fintech and all of its subsidiaries prior to the consummation of the business combination, unless the context otherwise requires.

The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position for the years ended February 29, 2020 and February 28, 2019 and should be read in conjunction with our financial statements and related notes that are included elsewhere in this proxy statement/prospectus. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 50 of this proxy statement/prospectus. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section titled “Risk Factors” beginning on page 27 of this proxy statement/prospectus.

Overview

We facilitate physical commodities trading, trade finance, credit insurance and logistics solutions for SMEs using “Kratos,” our internally developed innovative blockchain-enabled technology platform. Kratos is a diversified platform built to address the needs of SMEs in the commodity trading and trade finance community by connecting commodity traders and lenders and enabling them to transact online, solving mission critical problems for this historically underserved market. Kratos enables SMEs and other parties to trade commodities and find short term trade financing for their physical commodity purchases while in transit and prior to delivery. We developed Kratos over the past three years and believe it is one of the world’s first large-scale (as measured by total transaction volume) blockchain enabled trade and trade finance platforms for commodities. Our ability to launch the platform prior to competing platforms provides us with a first mover advantage to address the complexities and challenges in trade finance for SMEs.

We launched Kratos in June 2019 and through August 2020 (inclusive) it has facilitated approximately US$7.7 billion in Transaction Volume and US$1.1 billion in Trade Finance Volume. The total transaction volume on Kratos, which has averaged more than US$800 million per month from March 2020 through August 2020, is the key driver of our revenue. We expect total transaction volume to continue to increase as the platform grows and our product offering expands.

Recent Developments

Since March 2020, we have entered into six contracts relating to the ongoing development of Kratos. These are: (i) risk management consulting services to further develop and maintain the “Risk Management” module of Kratos, including its application to the “Insurance,” “Logistics,” and “Supply Chain Finance” modules which are currently under development, (ii) software integration and support services relating to further functionality of Kratos’ “Risk Management” module, including credit scoring, background checks, KYC, AML, cybersecurity and implementation of a payment gateway, as well as system monitoring, (iii) the purchase of back-office commodities trading software, (iv) software integration services to implement a data analytics and dashboard solution for the “Trade Finance” module, (v) information technology services required to support and sustain cloud infrastructure, and (vi) advisory services relating to the structured trade and commodity finance markets. In August 2020, we also entered into the Transition Services Agreements with Triterras Asia, Rhodium and certain of its subsidiaries. We expect that these contracts will result in an increase to our marketing and sales expenses of approximately US$5.0 million and our cost of revenue of approximately US$5.2 million, each for the year ending February 28, 2021. We also expect that pursuant to these agreements US$10 million will be capitalized as intangible assets for the year ending February 28, 2021.

We are in the process of negotiating a partnership with an established provider of payment processing solutions that we believe would be complementary to our existing business and allow for additional features to be added to Kratos. We expect that the provider’s existing relationships and customer base will result in additional users being onboarded to the Kratos platform, with a portion of the resulting revenue from such additional users being shared with the payment processing solutions provider. We have also entered into a non-binding letter of intent with an established provider of supply chain finance services in the Gulf Cooperation Council markets. If binding definitive agreements are entered pursuant to this non-binding letter of intent, we expect that the established provider will assist us in operating and building the customer base of our “Supply Chain Finance” module and that we will acquire certain related intellectual property rights which we plan to integrate into the Kratos platform.

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Results as of and for the six months ended August 31, 2020 and 2019

The financial information discussed below for the six months ended August 31, 2020 and 2019 is not finalized, is based on our management’s estimates using information available as of the date of this proxy statement/prospectus and has been prepared by and is the responsibility of our management. Our independent registered public accounting firm, KPMG LLP, has not reviewed the financial information for the six months ended August 31, 2020 and 2019. KPMG LLP also has not and will not audit, compile or perform any procedures over the financial information for the six months ended August 31, 2020 and 2019. KPMG LLP has not and will not express an opinion or any other form of assurance with respect to this financial data. The following financial information is not a comprehensive statement of our financial results for the applicable periods and our actual results may differ materially from these estimates following the completion of its financial and operating closing procedures. In addition, these results or developments may not be indicative of results or developments in subsequent periods.

Based on information currently available, for the six months ended August 31, 2020, Triterras expects to have recorded revenue of approximately US$23.7 million, net income of approximately US$14.2 million.

Key Operating Metrics

We evaluate our performance through key operating metrics, including:

• The dollar volume of commodity trades facilitated by the “Trade Discovery” module (“Transaction Volume”). Transaction Volume is a function of the number of clients and the frequency that they transact on our platform, and to some extent commodity prices;

• The dollar value of trade finance facilitated by the “Trade Finance” module, which we expect will in the future include amounts facilitated by the “Supply Chain Finance” module (“Trade Finance Volume” which, together with Transaction Volume, we described as total transaction volume) Trade Finance Volume is a function of the availability of funding at competitive rates from our lender users, and in the future, we believe this will be impacted by the availability of credit insurance through the “Insurance” module. Trade Finance Volume is primarily driven by Transaction Volume, though a small portion of Trade Finance Volume is due to transactions which are not processed by the “Trade Finance” module;

• The ratio of Trade Finance Volume to Transaction Volume (“Financing Ratio”), which we believe approximates the rate at which our “Trade Discovery” module users seek financing via our “Trade Finance” module. In the medium term, we expect the Financing Ratio to be approximately 33%; and

• Transaction fees charged, for both the “Trade Discovery” module and “Trade Finance” module. We currently charge a flat transaction fee to all users, with no pricing tiers. In the medium term we expect transaction fees to moderately decrease due to competitive pressures, which we expect will be offset by increasing Transaction Volume and Trade Finance Volume.

The table below sets forth our Transaction Volume, Trade Finance Volume, Financing Ratio, and Transaction Fees for the year ended February 29, 2020 and the period from January 11, 2018 (date of incorporation) to February 28, 2019:

	Year ended February 29, 2020			Period from January 11, 2018 (date of incorporation) to February 28, 2019
Transaction Volume	$	3,614 million		—
Transaction Fee		0.40	%	N.A.
Trade Finance Volume	$	186 million		—
Trade Finance Fee		1.30	%	N.A.
Financing Ratio		5.1	%	N.A.

None of our key operating metrics were applicable during the period from January 11, 2018 (date of incorporation) to February 28, 2019, as the Kratos platform had not yet begun commercial operations. The initial commercial launch of the of the “Trade Discovery” module of the Kratos platform, and hence significant Transaction Volume, occurred

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in June 2019. The initial commercial launch of the “Trade Finance” module of the Kratos platform did not occur until February 2020, as such, we do not believe that the Financing Ratio for the year ended February 29, 2020 is representative of future Financing Ratios.

Known Trends or Future Events

We believe that the following key factors and market trends have affected our results of operations for the periods under review and expect that such factors and trends may continue to impact our results of operations in the future.

Acceptance of the Kratos platform

Kratos was developed to provide customers with an easy and efficient platform to address all aspects of the purchase of commodities, including trading, trade finance, insurance and logistics, making it a potentially captive environment for users. We believe that the captive nature of the Kratos platform will enable it to become quickly accepted by the marketplace and provide a significant competitive advantage compared to traditional market participants. As the Kratos platform becomes more accepted, it will drive, possibly exponentially, Transaction Volume on Kratos, which is the key driver of our revenue. Based on our current run rate, we anticipate Transaction Volume of approximately US$7.8 billion for our fiscal year ending February 28, 2021. Currently, Kratos’ revenue streams are derived from its “Trade Discovery” module, where we currently earn fees of 0.30% of Transaction Volume, and its “Trade Finance” module, where we earn fees of 1.30% of the Trade Finance Volume.

Wide-spread market acceptance of Kratos and the introduction of new modules, which are expected to create new revenue streams, have the potential to drive significant increases in our revenues. As of March 2020, we have started offering incentives to current users to onboard new traders from their ecosystems to our platform, we have linked these incentives, which will be capitalized as contract assets, to minimum total transaction volumes by the new traders. If Kratos does not become accepted as quickly as we believe it will, it could adversely impact growth rates and/or cause a decline in our performance as a result of the significant efforts put into the launch of the platform. Market acceptance of the Kratos platform and its service offerings will be dependent in part on our ability to include functionality and usability that address customer requirements, and optimally price our products and services to meet customer demand and cover our costs.

Consumption of Commodities and Availability of Financing Sources

Our revenues and results of operations for any given period are directly correlated to the Transaction Volume of commodities purchased and sold by Kratos users during the period on the platform’s “Trade Discovery” module. While a decline in commodity prices will not lead to a loss for us, as the facilitator of commodity transactions, any decrease in commodity prices, assuming no change in the quantity of the commodity transacted, would result in a proportional decrease to our platform fee. Furthermore, significant fluctuations in a commodity’s price could affect such commodity’s consumption and trading volumes in general, which in turn could have a significant impact on our results of operations. Commodity prices and the volume of commodities produced and sold are influenced by many factors, including the supply of and demand for commodities, speculative activities by market participants, global political and economic conditions and related industry cycles and production costs in major producing countries. Commodity prices may move in response to changes in production capacity in a particular market, for example as a new asset comes online or when a large producer experiences difficult operational issues or is impacted by a natural disaster.

In addition, we earn revenue from our “Trade Finance” module where we facilitate trade financing for Kratos users. Since we primarily facilitate trade financing where an underlying commodity trade has occurred, our ability to earn financing income is directly correlated to the Transaction Volume taking place on the platform. As we do not provide trade financing itself, 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 Trade Finance Volume is also linked to the availability of credit insurance. As a result, the availability of financing from lenders using the “Trade Finance” module is a key driver of our overall business and results of operations.

Kratos’ Offering

We believe that the attractiveness of the Kratos platform is and will be the ability to bring together the entire commodity trading and trade finance ecosystem of buyers, sellers, traders, financiers, insurers and logistics providers

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to facilitate commodity trading and trade finance. In order to do so, we will need to expand our product offerings to include Insurance and Logistic modules in addition to the currently available Trade Discovery and Trade Finance models. We believe the key to acceptance of Kratos is ensuring it is a one stop shop for the trading community. While we believe that the Insurance and Logistic modules will be launched during October 2020 and November 2020, respectively, if such launches are delayed, it could affect acceptance of the platform and thereby operating results.

Completion of the Business Combination

We will generate non-operating income in the form of interest income on cash and cash equivalents and other investments upon completion of the Business Combination. There has been no significant change in our financial position and no material adverse change has occurred since the date of our audited financial statements. After the completion of the Business Combination, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, and compliance) and will no longer have the benefit of accumulated tax losses from our formerly related parties. We expect our expenses to increase substantially after the closing of the Business Combination.

Pursuant to IFRS, the Business Combination will be accounted for as an acquisition by Fintech of Netfin. As a result, upon the closing of the Business Combination, our historical financial statements will replace Netfin’s historical financial statements for all periods prior to the completion of the Business Combination.

Results of Operations

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this proxy statement/prospectus. The following table sets forth our results of operations for the periods shown:

	Year ended February 29, 2020			Period from January 11, 2018 (date of incorporation) to February 28, 2019
	(US$)
Revenue (total)	$	16,898,178			—
Revenue (attributable to related companies)		4,504,413
Costs and expenses:
Cost of Revenue		(103,631	)		—
Research and Development		(9,172	)		(865,222	)
Marketing and sales		(21,241	)		(42,742	)
General and administrative		(1,406,087	)		(1,294,894	)
Impairment loss on trade receivables		(183,232	)		—
Total costs and expenses		(1,723,363	)		(2,202,858	)
Results from operating activities	$	15,174,815		$	(2,202,858	)
Finance income		1,342			607
Finance cost		(2,817	)		(9,256	)
Net finance costs	$	(1,475	)	$	(8,649	)
Profit/(Loss) before income tax		15,173,340			(2,211,507	)
Income tax expense		(1,592,549	)		—
Profit/(Loss) for the year/period	$	13,580,791		$	(2,211,507	)

We were incorporated on January 11, 2018 and since that date, our operations have primarily consisted of the planning and development of the Kratos platform. The initial commercial launch of the of the “Trade Discovery” module of the Kratos platform occurred in June 2019. We generated no revenue in our initial financial period, which was approximately 14 months long. As revenue-generating operations only commenced in the financial year ended February 29, 2020, the two historical periods presented below are not comparable and it may be difficult to identify trends in the performance of our business through a comparison of these two periods.

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Revenue

We have generated revenue from operations only since commercial launch. Our revenue is primarily derived from platform service fees from the “Trade Discovery” module of the Kratos platform which launched in June 2019, as well as the “Trade Finance” module of the Kratos platform which launched in February 2020, and license fees. As such, we generated no revenues for the period from January 11, 2018 (date of incorporation) to February 28, 2019 (the “Prior Period”). We generated US$16,898,178 in revenues for the year ended February 29, 2020 from Transaction Volume of US$3.6 billion and Trade Finance Volume of US$186 million. Of the revenue we generated for the year ended February 29, 2020, US$4,504,413, or 26.7% was attributable to services provided to Rhodium and Triterras Asia.

Research and Development

Research and development expenses primarily relate to IT expenses incurred for the design interface of the Kratos platform and other administrative expenses. We incurred US$865,222 of research expenses for the Prior Period primarily related to the design interface for the Kratos platform which are expensed as incurred as they do not meet the requirements under IFRS for capitalization. We incurred US$300,149 of development expenses and the amount of US$9,172 is amortized for the year ended February 29, 2020.

General and Administrative

General and administrative expenses generally consist of staff costs, including salaries, traveling expenses, benefits and related items, professional fees, such as fees for lawyers and consultants, management fees paid to our related parties for staff costs, accounting and administrative support services and office space recharges from intermediate holding company and following the Business Combination will include amounts payable under the Transition Services Agreements. We incurred US$1,294,894 of general and administrative expenses for the Prior Period primarily related to management fees. We incurred US$1,406,087 of general and administrative expenses for the year ended February 29, 2020 primarily due to an increase in staff costs following the commercial launch of the Kratos platform, which more than offset a decrease in management fees.

Impairment Loss on Trade Receivables

Impairment loss on trade receivables consists of impairments of past due receivables for services provided by the Kratos platform, which are invoiced to users on a monthly basis and are payable in 90 days. We had no impairment loss on trade receivables for the Prior Period as the commercial launch of the “Trade Discovery” module had not occurred. We recognized an impairment loss on trade receivables of US$183,232 for the year ended February 29, 2020, based on our expected credit losses on US$13,578,288 in total gross carrying amount of trade receivables as at February 29, 2020. Of such total gross carrying amount of trade receivables, US$302,907, or 2.2% of which were past due as at February 29, 2020.

Net Finance Cost

Finance costs consist of interest expenses on borrowings and bank charges. We do not have any long-term indebtedness. Finance income consists of foreign exchange gains. Net finance cost decreased from US$8,649 for the Prior Period to US$1,475 for the year ended February 29, 2020. This is due to lower bank charges attributable to reduced travelling expenditures during the year.

Income tax expense

We had no income tax expense for the Prior Period due to a loss before income tax expense since incorporation. The unutilized tax losses were carried forward to the year ended February 29, 2020 to offset against taxable income. Our income tax expense for the year ended February 29, 2020 was US$1,592,549. For the year ended February 29, 2020, our effective tax rate was 10.5%, lower than the statutory tax rate of 17% primarily due to the impact of unutilized tax losses carried forward from the prior period and tax losses available to be utilized from our related parties.

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Profit/(loss) for the period

Our profit for the year ended February 29, 2020 of US$13,580,791 was primarily due to the commercial launch of the Kratos platform in June 2019, as compared to a loss for the Prior Period of US$2,211,507.

Non-IFRS Financial Measures

We use certain measures derived from financial data but not presented in our financial statements prepared in accordance with IFRS, primarily EBITDA*. Non-IFRS financial measures in this proxy statement/prospectus are indicated by “*”. We calculate EBITDA* by adding net finance costs, tax expense, depreciation and amortization expense to our profit for the period. EBITDA* is not a measurement of financial performance or liquidity under IFRS and should not be considered as an alternative to profit for the period, operating income or any other performance measures derived in accordance with IFRS or an alternative to cash flows from operating activities as a measure of liquidity. Our presentation of EBITDA may not be comparable to similarly titled measures presented by other companies. We use EBITDA and related measures to facilitate company-to-company and period-to-period comparisons and reflect our core performance, because it excludes the effects of income tax expense, net finance costs, depreciation and amortization. Our management also believes that EBITDA and related measures are used by investors, analysts and other interested parties as measures of financial performance.

EBITDA is reconciled to profit/(loss) for the period, its most closely comparable IFRS measure, in the tables below:

	Year ended February 29, 2020		Period from January 11, 2018 (date of incorporation) to February 28, 2019
	(US$)
Profit/(Loss) for the year/period	$	13,580,791	$	(2,211,507	)
Depreciation		1,284		1,071
Amortization		9,172		—
Net finance costs		1,475		8,649
Income tax expense		1,592,549		—
EBITDA*	$	15,185,271	$	(2,201,787	)

Our EBITDA* for the year ended February 29, 2020 was US$15,185,271 compared to US$(2,201,787) for the Prior Period. The increase was primarily due to the commercial launch of the Kratos platform in June 2019.

Financial Resources and Liquidity

We monitor our liquidity risk and maintain a level of cash and cash equivalents, deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows. We consider cash from operating activities as the principal source of cash generation for our businesses. As of February 29, 2020, we believe that our cash from operations is sufficient to fund ongoing operations, including development costs for the Kratos platform, and other capital expenditure for the foreseeable future.

Financial Resources

As of February 29, 2020 and February 28, 2019, we had cash and cash equivalents of US$165,298 and US$2,778, respectively. Liquidity reserves consist of available cash. As of February 29, 2020 our trade and other receivables due from external customers were US$10,162,246, while trade receivables due from related companies (primarily Rhodium) were US$3,232,810. Trade and other receivables are payable an average of 90 days following generation, and as of the date of this proxy statement/prospectus 99% of such trade and other receivables, including those due from related companies, have been collected. As of February 29, 2020, our amount due from related parties was US$5,361,593 (US$3,195,275 as of February 28, 2019). As of the date of this proxy statement/prospectus, approximately 52% of this amount has been collected, and the remaining balance of US$2,551,017 is expected to be fully repaid by February 28, 2021.

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Cash Flows

The following table sets forth our cash flows for the periods presented:

	Year ended February 29, 2020			Period from January 11, 2018 (date of incorporation) to February 28, 2019
	(US$)
Cash from (used in) operating activities	$	287,669		$	(5,003,368	)
Cash used in investing activities		(115,149	)		(3,854	)
Cash used in financing activities		(10,000	)		5,010,000
Net increase in cash and equivalents	$	162,520		$	2,778
Cash and equivalents at beginning of year/period	$	2,778			—
Cash and equivalents at end of period	$	165,298		$	2,778

Our most significant source of operating cash is cash flows from the Kratos platform, net of outstanding trade receivables for such platform service fees. The most significant use of operating cash is for income tax expense. Our cash from operating activities was US$287,669 for the year ended February 29, 2020, as most revenue from platform service fees remains to be collected. Our cash used in operating activities was US$5,003,368 for the Prior Period due to losses from operations and amounts due from Triterras Asia and another of our related parties.

Our most significant use of cash for investments is development expenditure for the Kratos platform, which for the year ended February 29, 2020 was US$115,149. Other expenses related to the development of the Kratos platform are expensed as incurred as selling and administrative expenses and other operating expenses, as they do not meet the requirements under IFRS for capitalization. In the Prior Period, we used limited cash for investments, having acquired US$3,854 of plant and equipment.

Our most significant source of financing cash has been external borrowings from external parties, via a loan of US$5,010,000 during the Prior Period.

Capital Expenditures

We expect that over the next two years we will spend approximately US$40 million for the development of the Kratos platform and expansion of Fintech’s operations, most of which will be funded with cash obtained in the Business Combination. While we have no other capital expenditures planned for the next two years, we are an opportunistic organization and any opportunities that arise for accretive acquisitions of existing offline businesses in the commodity trading ecosystem, whose customer base could increase the growth of Kratos, or certain technology offerings such as artificial intelligence, analytics and dashboard reporting, credit scoring and rating solutions and payment processing solutions, which would allow for additional features to be added to Kratos, may be considered.

Contractual Obligations

As of February 29, 2020, we had no long-term obligations or liabilities due beyond the end of the year ending February 29, 2021.

Off Balance Sheet Arrangements

As of February 29, 2020, we had no off-balance sheet arrangements that have, or are likely to have, a material effect on our financial statements.

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Quantitative and Qualitative Disclosures about Market Risk

Credit Risk

Credit risk is the risk of financial loss to us if a counterparty to a financial instrument fails to meet its contractual obligations. At February 29, 2020, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

Liquidity Risk

We are also exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures as well as by ensuring that we have sufficient availability under trade financing facilities and receivables purchase agreements to meet our customers’ needs. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. We monitor our liquidity risk and maintain a level of cash and cash equivalents deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows.

Exchange Rate Risk

Our exposure to foreign currency risk is insignificant, as our income and expenses, assets and liabilities are substantially denominated in United States dollars (“USD”). The exposure is monitored on an ongoing basis and we endeavor to keep the net exposure at an acceptable level. A strengthening of the USD compared to the Singapore dollar (“SGD”) by five percentage points would have decreased our profit by approximately SGD195 and SGD14,785 for the years ended February 29, 2020 and February 28, 2019, respectively.

Interest Rate Risk

At February 29, 2020, we did not have any significant exposure to interest rate risk as we have no loans or borrowings and insignificant cash and cash equivalents earning finance income.

Commodity Price Risk

We do not have any significant exposure to commodity price risk, as the Kratos platform facilitates commodity trades and we do not enter into any trades as principal.

Changes in and Disagreements with Accountants and Financial Disclosure

None.

Critical Accounting Policies and Estimates

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

We prepare our financial statements in conformity with IFRS, which requires us to make significant judgments, estimates and assumptions. We continually evaluate these judgments, estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

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The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our financial statements and other disclosures included in this prospectus. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Revenue recognition

We generate revenue from license fees and platform service fees. Revenue is recognized to the extent that it is probable that the economic benefits will flow to us and the revenue can be reliably measured.

License fees

The Company enters into fixed price contracts with customers to provide access to its platform over a period of 12 months. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from these license fees is recognised when the Company satisfies the performance obligation (PO) by granting platform access to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.

The transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for granting platform access to the customers.

License fee revenue is non-refundable and is recognised equally over the course of 12 months, in line with the period of access granted on the platform, reflecting the progress towards complete satisfaction of that PO.

Platform service fees

The Company provides a platform which helps to facilitate commodities trading and trade finance. In accordance with IFRS 15 Revenue from Contracts with Customers, revenue from platform service fees is recognised when the Company satisfies a performance obligation (PO) by transferring a promised goods or service to a customer via its platform for each individual module. Service provided in each module is identified as a separate performance obligation as they are separately identifiable, distinct and not interdependent. The fee charged for each performance obligation is separately determined as a percentage of the trade or financing amount. The fulfilment of a single performance obligation and the amount of revenue is recognised at a point in time upon the completion of the service.

Platform service fees — Trade Discovery module

The “Trade Discovery” module covers the entire lifecycle of a commodity trade, allowing users to find counterparties and transactions on the platform, create buy or sell orders and enter into sales agreements. The identified performance obligation of the Company is the facilitation of the commodity trade on the platform. The transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for the service of completing the facilitation a commodity trade. The transaction price is determined based on a fixed percentage of trade transaction value. As stated in the contract with the customer, the Company is only entitled to the consideration upon completion of a commodity trade as acknowledged by both buyers and sellers on the platform. As such, revenue is recognised at a point in time where trades were acknowledged by buyers and seller to be completed on the platform i.e fulfilment the performance obligation.

Platform service fees — Trade Finance module

The “Trade Finance” module is used by the lenders or financial institutions to receive funding requests and to provide funding to borrowers. The identified performance obligation of the Company is the facilitation of the completion of a trade financing process. The transaction price is the amount of consideration in the contract to which the Company expects to be entitled for facilitating the completion of a trade financing. The transaction price is determined based on a fixed percentage fee of the amount financed by the lenders. As stated in the contract with the customer, the Company is only entitled to the consideration upon completion of a trade financing where lender has disbursed the loan funding to the borrower as acknowledged by the borrower on the platform. As such, revenue is recognised at the point in time when the borrower has acknowledged the receipt of loan funding on the platform.

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Contract liabilities

Advances are collected from customers upon entering into the sales agreement. These advances are non-refundable and are separately recorded as contract liabilities and will be utilised to offset against fee collection on future completed trade transactions on the platform.

Use of estimates and judgements

Impairment of non-derivative financial assets

We recognize loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortized costs.

Simplified approach

We apply the simplified approach to providing for ECLs, which permits the use of the lifetime expected loss provision for all trade receivables. In calculating the expected credit loss rates for trade receivables, we consider historical loss rates for each category of buyers, and adjusts for forward looking macroeconomic data.

Measurement of ECLs

We decided to assess the ECL of the financial asset at amortized cost or fair value through other comprehensive income (‘FVOCI’) based on the discounted product of exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’) as defined below:

• EAD is based on the trade receivable amounts that we expect to be owed at the time of default. This represents the carrying value of the trade receivable.

• PD represents the likelihood of a buyer defaulting on its financial obligation, either over the next 12 months or over the remaining lifetime of the obligation.

• LGD represents our expectation of the extent of loss on a defaulted exposure. LGD is expressed as a percentage loss per unit of exposure at the time of default.

The ECL is computed by multiplying EAD, PD, LGD for each category. The PD and LGD are developed by utilizing historical default studies and publicly available data.

We have assessed that there is no material impact on the adoption of FRS 109 on the financial statements.

Credit-impaired financial assets

At each reporting date, we assess whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

• a breach of contract such as a default after negotiation;

• the restructuring of a loan or advance by us on terms that we would not consider otherwise; or

• it is probable that the borrower will enter bankruptcy or other financial reorganization.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of these assets.

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Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when we determine that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with our procedures for recovery of amounts due.

Non-financial assets

The carrying amounts of our non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment losses are recognized in profit or loss.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

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BENEFICIAL OWNERSHIP OF SECURITIES

Security Ownership of Certain Beneficial Owners and Management of Netfin and Holdco

The following table sets forth information regarding the beneficial ownership of Netfin Ordinary Shares as of October 12, 2020 and Holdco Ordinary Shares immediately following consummation of the Business Combination by:

• each person known by Netfin to be the beneficial owner of more than 5% of the Ordinary Shares;

• each of Netfin’s current executive officers and directors;

• all of Netfin’s current executive officers and directors as a group;

• each person expected by Holdco to be the beneficial owner of more than 5% of its outstanding ordinary shares after the consummation of the Business Combination;

• each of Holdco’s current executive officers and directors;

• each person who is expected to become an executive officer or a director of Holdco upon consummation of the Business Combination; and

• all of Holdco’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Pursuant to the Current Charter, each Ordinary Share entitles the holder to one vote per share. Pursuant to the Holdco Articles, each Holdco ordinary shares will entitle the holder to one vote per share.

The beneficial ownership of the Ordinary Shares prior to the Business Combination is based on 32,306,000 Ordinary Shares outstanding as of October 12, 2020, of which 25,981,000 were Class A Shares and 6,325,000 were Class B Shares.

The beneficial ownership of Holdco Ordinary Shares after the Business Combination, assuming no redemptions of public shares in connection with the Business Combination, is based on 83,928,419 of Holdco’s ordinary shares outstanding. The expected beneficial ownership percentages set forth below do not take into account the issuance of any Holdco Ordinary Shares upon completion of the Business Combination under the 2020 Plan or any issuance of Earnout Share Consideration, but do take into account, where specifically noted, the issuance of Holdco Ordinary Shares upon the exercise of Holdco Warrants to purchase Holdco Ordinary Shares that will become exercisable 30 days following the consummation of the Business Combination.

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	Pre-Business Combination			Post-Business Combination
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(3)	Approximate Percentage of Outstanding Ordinary Shares		Amount and Nature of Beneficial Ownership	Approximate Percentage of Outstanding Ordinary Shares
Netfin Directors and Executive Officers Pre-Business Combination(1)(2)
MVR Netfin LLC(3)	6,941,000	21.5	%	7,622,000	9.0	%
Marat Rosenberg(3)	6,941,000	21.5	%	7,622,000	9.0	%
Vadim Komissarov(3)	—	—		—	—
Richard M. Maurer(3)	6,941,000	21.5	%	7,622,000	9.0	%
Gerry Pascale	15,000	*		15,000	*
Martin Jaskel	20,000	*		20,000	*
Will O’Brien	30,000	*		30,000	*
All directors and executive officers Pre-Business Combination as a group	7,006,000	21.7	%	7,687,000	9.1	%
Netfin Five Percent Holders Pre-Business Combination Karpus Management, Inc.(4)	1,918,950	5.9	%	1,918,950	2.3	%
Holdco Directors and Executive Officers Post-Business Combination Richard M. Maurer(3)	6,941,000	21.5	%	7,622,000	9.0	%
Martin Jaskel	20,000	*		20,000	*
Srinivas Koneru(5)	—	—		51,622,419	61.5	%
Alvin Tan	—	—		—	—
Vanessa Slowey	—	—		—	—
Matt Richards	—	—		—	—
Kenneth Stratton	—	—		—	—
John Galani	—	—		—	—
James H. Groh, Sr.	—	—		—	—
Ashish Srivastava	—	—		—	—
Robert Stables	—	—		—	—
All directors and executive officers Post-Business Combination as a group	6,961,000	21.5	%	59,264,419	70.6	%
Holdco Five Percent Holders Post-Business Combination
IKON Strategic Holdings Fund and Symphonia Strategic Opportunities Limited(5)	—	—		51,622,419	61.5	%

____________

* Less than one percent.

(1) Unless otherwise noted, the business address of each of the following is 445 Park Avenue, 9th Floor, New York, New York 10022

(2) Interests shown include Class B Shares that will automatically convert into a Class A Shares at the time of the Business Combination on a one-to-one basis, subject to adjustment, as described herein.

(3) MVR Netfin LLC is the record holder of the shares reported herein. Messrs. Rosenberg and Komissarov and an entity owned and controlled by Mr. Maurer are the members of MVR Netfin LLC and may be entitled to distributions of the securities held by MVR Netfin LLC. Messrs. Rosenberg and Maurer are the managers of MVR Netfin LLC and have voting and investment discretion with respect to the Ordinary Shares held of record by MVR Netfin LLC.

(4) According to a Schedule 13G filed on February 14, 2020 on behalf of Karpus Management, Inc., d/b/a Karpus Investment Management, with sole voting and dispositive power with respect certain of the reported shares shown above. The business address of this shareholder is 183 Sully’s Trail, Pittsford, New York 14534.

(5) IKON Strategic Holdings Fund (“IKON”) and Symphonia Strategic Opportunities Limited (“SSOL”) are the record holders of the shares reported herein. The sole director of IKON is Srinivas Koneru and its sole shareholder is SSOL. SSOL is ultimately beneficially owned by Srinivas Koneru. The business addresses of IKON and SSOL are c/o Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands, and 42 Hotel Street 3rd Floor, GFin Tower Cybercity Ebene, Mauritius, respectively.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Netfin Related Person Transactions

Founder Shares

On April 30, 2019, the Sponsor purchased an aggregate of 6,325,000 Class B Shares in exchange for a capital contribution of $25,000, or approximately $0.004 per share. On June 21, 2019, the Sponsor transferred 30,000 founder shares to Will O’Brien, 20,000 founder shares to Martin Jaskel and 15,000 founder shares to Gerry Pascale, for the same per share price initially paid by the Sponsor, resulting in the Sponsor holding 6,260,000 founder shares.

The Class B Shares are identical to the Class A Shares included in the units sold in the IPO, except that:

• only holders of Class B Shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial business combination;

• the Class B Shares are subject to certain transfer restrictions;

• the Class B Shares are entitled to registration rights;

• Netfin’s Sponsor, officers and directors have entered into a letter agreement with Netfin, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Class B Shares, private placement shares and public shares in connection with the completion of Netfin’s initial business combination, (ii) waive their redemption rights with respect to their Class B Shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to Netfin’s amended and restated memorandum and articles of association to modify the substance or timing of Netfin’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of its public shares if it 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 public shares they hold if Netfin fails to complete its initial business combination within the prescribed time frame; and (iv) vote any Class B Shares and private placement shares held by them and any public shared purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of Netfin’s initial business combination; and

• the Class B Shares are automatically convertible into Class A Shares concurrently with the consummation of Netfin’s initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

Private Placement

On August 2, 2019, the Sponsor purchased 681,000 private placement units, at a price of $10.00 per private placement unit, or $6,810,000, in the aggregate in the Private Placement. The private placement units are identical to the units sold in IPO except that the underlying private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not be redeemable by Netfin, (ii) may not (including the Class A Shares issuable upon exercise of these private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of Netfin’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. The private placement units (including the private placement shares, private placement warrants and the Class A Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor.

Promissory Note

Prior to the IPO, the Sponsor advanced Netfin approximately $115,000. These advances were non-interest bearing and due on demand. Netfin repaid such advances on July 19, 2019.

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Related Party Loans

Prior to the IPO, the Sponsor paid an aggregate of approximately $7,000 and approximately $160,000 on behalf of Netfin for general and administrative expenses and offering costs, respectively. In addition, the Sponsor also loaned Netfin an aggregate of $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan was non-interest bearing and payable on completion of the Initial Public Offering. Netfin fully repaid the promissory note and the advances to the Sponsor on August 2, 2019.

In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of Netfin’s officers and directors may, but are not obligated to, loan Netfin funds as may be required on a non-interest basis. If Netfin completes an initial business combination, Netfin would repay such working capital loans. Netfin may use a portion of the working capital held outside the trust account to repay such working capital loans but no proceeds from Netfin’s trust account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except as set forth above, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such working capital loans. Prior to the completion of Netfin’s initial business combination, Netfin does not expect to seek working capital loans from parties other than the Sponsor or an affiliate of the Sponsor. There were no working capital loans outstanding as of October 12, 2020.

Administrative Support Agreement

Netfin pays the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of Netfin’s initial business combination or Netfin’s liquidation, Netfin will cease paying these monthly fees.

Registration Rights Agreement

The Founders are entitled to registration rights with regards to their Class B Shares (including the Class A Shares into which they are convertible), private placement units (including the private placement shares and private placement warrants included in such private placement units and any Class A Shares issued or issuable upon the exercise of the private placement warrants) and securities issuable upon conversion of any working capital loans to which the Founders are entitled to registration rights pursuant to a registration rights agreement entered into on July 30, 2019. (the “Registrable Securities”) on or after the date on which Netfin consummates its initial business combination. The holders of 15% of the outstanding Registrable Securities are entitled to make up to three demands, excluding short form registration demands, that Netfin register such Registrable Securities for sale under the Securities Act. In addition, the Founders have “piggy-back” registration rights to include the Registrable Securities in other registration statements filed by Netfin and rights to require Netfin to register for resale such securities pursuant to Rule 415 under the Securities Act, Netfin will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contemplate the payment of penalties or liquidated damages to the shareholders party thereto as a result of a failure to register, or delays with respect to the registration of, the Registrable Securities.

Lock-Up Agreement

Fintech Related Person Transactions

Since its incorporation, Fintech has entered into transactions with Rhodium and Triterras Asia, which are each under the control of Mr. Koneru.

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Management fees relating to allocation of staff costs and office space, provided to Fintech by Rhodium and Triterras Asia totaled US$1,867,105 for the period from January 11, 2018 (date of incorporation) to February 28, 2019 and US$1,100,000 for the year ended February 29, 2020, US$185,000 of which were capitalized by Fintech as intangible assets, as the management fees relate to costs incurred in development of the Kratos platform. Fintech expects it will continue to pay Rhodium and Triterras Asia for use of office space and staff during the year ended February 28, 2021 pursuant to the Transition Services Agreements, as described below.

As at February 29, 2020 and February 28, 2019 Fintech had advances due from Rhodium and Triterras Asia in the amount of US$5,361,593 and US$3,195,275, respectively, relating to Fintech’s working capital requirement. As of the date of this proxy statement/prospectus these advances due from Rhodium and Triterras Asia have been partially repaid and amount to US$2,551,017 million. Such advances were unsecured, non-interest bearing and repayable on demand. The advances are expected to be fully repaid by February 28, 2021. As at February 28, 2019, Fintech also owed Mr. Koneru personally US$153,924 for expenses incurred on its behalf in connection with incorporation and initial operations.

Triterras Asia accounted for US$4,504,413, or 26.7% of Fintech’s revenue for the year ended February 29, 2020, primarily relating to platform fees where Rhodium initiated the commodity trade with its counterparty. While Fintech is working on expanding the user base of the platform to become more independent, Fintech has relied on Rhodium to promote the use of its platform to their trading counterparties and contacts in the trade finance, credit insurance and logistics markets. Substantially all of the users of Fintech’s Kratos platform during the year ended February 29, 2020 were referred to the platform by Rhodium. As a result, Fintech and Rhodium have determined it would be in each party’s interest to enter into an origination agreement (the “Origination Agreement”) to incentivize Rhodium to continue to refer its commodity trading customers to the Kratos platform, consistent with Rhodium’s past practice. The Origination Agreement provides for fixed payments to Rhodium at the time a referred customer meets total transaction volume requirements over a required period. Fintech currently expects that approximately US$1.7 million will be payable to Rhodium during the year ended February 28, 2021 due to Rhodium’s referrals of commodity trading customers. The Origination Agreement also provides for Rhodium to introduce lenders, insurers and shippers to the Kratos platform, with fee for such introductions to be agreed between Rhodium and Fintech separately. The Origination Agreement was entered into by Fintech and Rhodium on an arm’s length basis, on the same terms as similar agreements entered into by Fintech with third parties. The Origination Agreement is terminable on one month’s notice by either party.

Transition Services Agreements

As of the date of this proxy statement/prospectus, Rhodium and Triterras Asia provide Fintech with a number of support services:

• human resources support services including staffing, recruitment, benefits and payroll;

• accounting and administrative support services including liaising with auditors, company secretaries, tax agents, service providers and regulatory bodies;

• operational support services, including contract execution and trade settlement (to the extent required);

• treasury support services, including the maintenance of banking relationships and the potential negotiation of banking facilities; and

• management services, including strategic leadership, expertise, guidance and direction towards achieving business growth,

pursuant to the terms of the transition services agreements (the “Transition Services Agreements”) entered into in connection with the Business Combination. Following the Business Combination, the Transition Services Agreements will remain in effect and Rhodium and Triterras Asia will continue to provide Fintech with these services on an interim basis to help ensure an orderly transition following the Business Combination. Rhodium and Triterras Asia will have no obligation to provide additional services.

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Under Transition Services Agreements, Rhodium and Triterras Asia will provide Fintech with the services described above in a manner historically provided to Fintech by Rhodium and Triterras Asia, and Fintech will use such services for substantially the same purposes and substantially the same manner as it used them prior to the Business Combination.

Amounts payable for services provided under the Transition Services Agreements will be calculated on a cost-plus basis, with the Transition Services Agreement specifying the applicable margin for each category of services described therein. For the year ending February 28, 2021, Fintech expects to pay an aggregate annualized fee of approximately US$2.0 million for the services provided under the Transition Services Agreements. As Fintech transitions the functions covered by the Transition Services Agreements to itself over the remainder of the year ending February 28, 2021, the amount paid will be reduced as fewer services are provided by Rhodium and Triterras Asia. The Transition Services Agreement will continue in effect until February 28, 2021, unless earlier terminated by either party on 30 days’ written notice or pursuant to other customary termination rights. Fintech currently expects that the Transition Services Agreements will not be renewed following their expiry on February 28, 2021.

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DESCRIPTION OF HOLDCO’S SECURITIES

The following description of the material terms of the securities of Holdco following the Business Combination includes a summary of specified provisions of the Holdco Articles that will be in effect upon completion of the Business Combination. This description is qualified by reference to the Holdco Articles as will be in effect upon consummation of the Business Combination, a copy of which of is attached to this proxy statement/prospectus as Annex B and is incorporated in this proxy statement/prospectus by reference.

Holdco is a Cayman Islands exempted company (company number 360185) and its affairs are governed by the Holdco Articles, the Companies Law and the common law of the Cayman Islands. Pursuant to Holdco Articles which will be adopted upon the closing of the Business Combination, Holdco will be authorized to issue 469,000,001 ordinary shares, $0.0001 par value each and 30,999,999 preference shares, $0.0001 par value each.

Holdco currently has only one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another.

As of the date of this proxy statement/prospectus, there is one Holdco ordinary share issued and outstanding.

New Ordinary Shares

Holders of Holdco ordinary shares will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Holders of Holdco’s ordinary shares will not have any conversion, preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the ordinary shares.

Dividends

Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of Holdco’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, Holdco’s overall financial condition, available distributable reserves and any other factors deemed relevant by Holdco’s board of directors.

Liquidation

On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of Holdco ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings.

Differences in Corporate Law

Cayman Islands companies are governed by the Companies Law. The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements. In certain circumstances, the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 ⅔% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company.

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The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

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Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such as a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.

Shareholders’ Suits. Maples and Calder, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting, or proposing to act, illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

• those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

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We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us 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 us 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, and 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.

Special Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue shares with no par value;

• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Holdco Articles permit indemnification of officers and directors for any liability, action, proceeding, claim, demand, costs damages or expenses, including legal expenses, incurred in their capacities as such unless such liability (if any) arises from actual fraud, willful neglect or willful default which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in the Holdco Articles.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Holdco Articles

Some provisions of the Holdco Articles may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially adversely affected.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under the Holdco Articles for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• directors should not improperly fetter the exercise of future discretion;

• duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

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As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Holdco Articles provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. The Holdco Articles allow any one or more of our shareholders holding shares which carry in aggregate not less than ninety-five percent (95%) of the total number of votes attaching to all issued and the outstanding shares of our company as at the date of the deposit that are entitled to vote at general meetings to duly convene an extraordinary general meeting of our shareholders. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, the Holdco Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Holdco Articles, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director will also cease to be a director if he or she (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) the director absents himself or herself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he or she has by reason of such absence vacated office; or (v) all of the other directors (being not less than two in number) determine that he or she should be removed as a director for “Cause” (i.e., a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a director or the Company into disrepute or which results in a material financial detriment to the Company) (and not otherwise), either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Holdco Articles or by a resolution in writing signed by all of the other directors.

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Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute under its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Holdco Articles, if the Company is wound up, the liquidator of our company may distribute the assets with the sanction of an ordinary resolution of the shareholders and any other sanction required by law.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Under the Holdco Articles, if our share capital is divided into more than one class of shares, the rights attached to any such class may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued shares of that class or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote on the matter, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, the Holdco Articles may only be amended by a special resolution of the shareholders.

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Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by the Holdco Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in the Holdco Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Directors’ Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, or other rights or restrictions.

Inspection of Books and Records

Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.

Holders of our shares have no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records.

Waiver of Certain Corporate Opportunities

Under the Holdco Articles, the Company has renounced any interest or expectancy of the Company in, or in being offered an opportunity to participate in, certain opportunities where such opportunities come into the possession of one of our directors other than in his or her capacity as a director (as more particularly described in the Holdco Articles). This is subject to applicable law and may be waived by the relevant director.

Directors

Appointment and removal

The Directors shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors. At the 2021 annual general meeting of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal.

There is no cumulative voting with respect to the appointment of directors.

An ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, is required to elect a director.

The office of a Director shall be vacated if all of the other Directors (being not less than two in number) determine that he should be removed as a Director for Cause (and not otherwise) (as such term is defined in our amended and restated memorandum and articles of association), either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.

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Warrants

Public Shareholders’ Warrants

The Holdco Warrants will have the same terms as the Netfin warrants.

Each Holdco warrant will entitle the registered holder to purchase one Holdco ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination. The Holdco Warrants will expire five years after the completion the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Holdco will not be obligated to deliver any Holdco ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Holdco ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to Holdco satisfying its obligations described below with respect to registration. No warrant is exercisable and Holdco will not obligated to issue a Holdco ordinary share upon exercise of a warrant unless the Holdco ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will Holdco be required to net cash settle any warrant.

Holdco has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the warrants. Holdco will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Holdco ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the Closing, warrant holders may, until such time as there is an effective registration statement and during any period when Holdco will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Holdco ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, Holdco may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, Holdco may call the warrants for redemption:

(a) in whole and not in part;

(b) at a price of $0.01 per warrant;

(d) if, and only if, the reported last sale price of the Holdco ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before Holdco sends the notice of redemption to the warrantholders.

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.

Holdco has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and Holdco issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his,

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her or its warrant prior to the scheduled redemption date. However, the price of the Holdco ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

If Holdco calls the warrants for redemption as described above, its management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Holdco management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on its shareholders of issuing the maximum number of Holdco ordinary shares issuable upon the exercise of its warrants. If Holdco’s management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Holdco ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Holdco ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of Holdco’s ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Holdco ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If Holdco’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Holdco ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. Holdco believes this feature is an attractive option to it if we do not need the cash from the exercise of the warrants after the Business Combination. If Holdco calls the warrants for redemption and the holders of the private placement warrants do not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify Holdco in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Holdco ordinary shares outstanding immediately after giving effect to such exercise.

If the number of outstanding Holdco ordinary shares is increased by a share capitalization payable in Holdco ordinary shares, or by a split-up of Holdco ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Holdco ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Holdco ordinary shares. A rights offering to holders of Holdco ordinary shares entitling holders to purchase Holdco ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Holdco ordinary shares equal to the product of (i) the number of Holdco ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Holdco ordinary shares) and (ii) the quotient of (x) the price per Holdco ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Holdco ordinary shares, in determining the price payable for Holdco ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Holdco ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Holdco ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if Holdco, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Holdco ordinary shares on account of such Holdco ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above and (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Holdco ordinary share in respect of such event.

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If the number of outstanding Holdco ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Holdco ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of Holdco ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Holdco ordinary shares.

Whenever the number of Holdco ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Holdco ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Holdco ordinary shares so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding Holdco ordinary shares (other than those described above or that solely affects the par value of such Holdco ordinary shares), or in the case of any merger or consolidation of Holdco with or into another corporation (other than a consolidation or merger in which Holdco is the continuing corporation and that does not result in any reclassification or reorganization of Holdco’s outstanding ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of Holdco as an entirety or substantially as an entirety in connection with which Holdco is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Holdco ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Holdco ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Holdco ordinary shares in such a transaction is payable in the form of Holdco ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to Holdco, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Holdco ordinary shares. After the issuance of Holdco ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

Private Placement Warrants

The private placement warrants (including the Holdco ordinary shares issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions, and they will not be redeemable by Holdco so long as they are held by the Sponsor, members of the Sponsor or their permitted transferees. The Sponsor or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by Holdco and exercisable by the holders on the same basis as the public warrants.

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If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Holdco ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Holdco ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of Holdco’ ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Holdco ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that Holdco has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with Holdco following a Business Combination. If they remain affiliated with Holdco, their ability to sell Holdco securities in the open market will be significantly limited. Holdco has policies in place that prohibit insiders from selling Holdco securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell Holdco securities, an insider cannot trade in Holdco securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Holdco ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, Holdco believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

Enforceability of Civil Liability under Cayman Islands Law

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 Holdco, judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Holdco predicated upon the civil liability provisions of the 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, and 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. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

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Anti-Money Laundering — Cayman Islands

If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection — Cayman Islands

We have certain duties under the Data Protection Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.

Privacy Notice

Introduction

This privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”). In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

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How the Company May Use a Shareholder’s Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

1. where this is necessary for the performance of our rights and obligations under any purchase agreements;

2. where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

3. where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Netfin

Netfin’s units, Class A Shares and warrants are currently listed on Nasdaq under the symbols NFINU, NFIN and NFINW, respectively. Each unit consists of one Class A Share and one redeemable warrant, entitling its holder to purchase one Class A Share at an exercise price of $11.50 per share. Netfin’s units commenced trading on Nasdaq on August 2, 2019. Netfin’s Class A Shares and warrants commenced trading on Nasdaq on August 14, 2019.

Holders

As of October 12, 2020, there were 2 holders of record of units, 1 holder of record of Class A Shares and 1 holder of record of warrants. Management believes Netfin has in excess of 300 beneficial holders of its securities.

Dividends

Netfin has not paid any dividends to its shareholders.

Fintech Companies

Market Price of Ordinary Shares

Historical market price information regarding Fintech is not provided because there is no public market for their securities.

Holders

As of the date of this proxy statement/prospectus, Fintech had two holders of record.

Dividends

Fintech has not paid any dividends to its shareholders.

Holdco

Market Price of Ordinary Shares

Historical market price information regarding Holdco is not provided because there is no public market for its securities. We are applying to list Holdco’s ordinary shares and warrants on Nasdaq upon the Closing under the ticker symbols “TRIT” and “TRITW,” respectively.

Holders

As of October 12, 2020, Holdco had one holder of record.

Dividend Policy

Following the completion of the Business Combination, Holdco’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that Holdco will retain its earnings for use in business operations and, accordingly, it is not anticipated that Holdco’s board of directors will declare dividends in the foreseeable future.

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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.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Board is aware of no other matter that may be brought before the meeting. Under Cayman Islands law, only business that is specified in the notice of extraordinary general meeting may be transacted at the meeting.

EXPERTS

The financial statements of Netfin as of December 31, 2019 and for the period from April 24, 2019 (inception) through December 31, 2019 included in this proxy statement/prospectus have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Fintech as of February 29, 2020 and February 28, 2019 and for the year ended February 29, 2020 and the period from date of incorporation to February 28, 2019 included in this proxy statement/prospectus have been audited by KPMG LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting as stated in their report appearing herein.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Netfin and servicers that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of Netfin’s proxy statement. Upon written or oral request, Netfin will deliver a separate copy of proxy statement to any shareholder at a shared address to which a single copy was delivered and who wishes to receive a separate copy. Shareholders receiving multiple copies of Netfin’s proxy statement may likewise request that Netfin deliver single copies of such documents in the future. Shareholders may notify Netfin of their requests by calling (972) 979-5995 or writing Netfin at its principal executive offices at 445 Park Avenue, 9th Floor, New York, New York 10022. Following the Business Combination, such requests should be made by calling +65 6661 9240 or writing Holdco at 9 Raffles Place, #23-04 Republic Plaza, Singapore 048619.

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WHERE YOU CAN FIND MORE INFORMATION

Netfin files reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) as required by the Exchange Act, as applicable to foreign private issuers. You may read and copy reports, proxy statements and other information filed by Netfin with the SEC at the SEC public reference room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549. You may access information on Netfin at the SEC web site containing reports, proxy statements and other information.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

All information contained in this document relating to Netfin has been supplied by Netfin, and all such information relating to the Sellers and Fintech has been supplied by the Sellers. Information provided by one another does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this document or if you have questions about the business combination, you should contact via phone or in writing:

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: NFIN.info@investor.morrowsodali.com

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INDEX TO FINANCIAL STATEMENTS

		Page No.
Netfin Financial Statements
Report of Independent Registered Public Accounting Firm		F-2

Financial Statements:
Balance Sheet as of December 31, 2019		F-3
Statement of Operations for the period from April 24, 2019 (inception) through December 31, 2019		F-4
Statement of Changes in Shareholders’ Equity for the period from April 24, 2019 (inception) through December 31, 2019		F-5
Statement of Cash Flows for the period from April 24, 2019 (inception) through December 31, 2019		F-6
Notes to Financial Statements		F-7

Fintech Financial Statements
Report of Independent Registered Public Accounting Firm		F-19

Financial Statements:
Statement of Financial Position as at 29 February 2020