Item 7.01.
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Regulation FD Disclosure.
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Attached as Exhibit 99.1 hereto and incorporated
by reference herein is the updated investor presentation dated September 2020, that will be used by Netfin Acquisition Corp. (“Netfin”)
with respect to the proposed business combination among Netfin Acquisition Corp, Netfin Holdco, Netfin Merger Sub and Triterras
Fintech Pte. Ltd (“Triterras Fintech”).
The information in
this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01, including Exhibit 99.1.
Forward Looking Statements
This press release includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Netfin’s
and Triterras Fintech’s actual results may differ from their expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Netfin’s and Triterras Fintech’s expectations with respect
to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions
to the business combination and the timing of the completion of the business combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Netfin’s control and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Netfin or Triterras Fintech following
the announcement of the business combination; (2) the inability to complete the business combination, including due to failure
to obtain approval of Netfin’s shareholders or other conditions to closing in the definitive agreement relating to the business
combination (the “Business Combination Agreement”); (3) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated
therein to fail to close; (4) the inability to meet Nasdaq’s listing requirements following the business combination; (5)
the impact of COVID-19 on Netfin or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other things, competition and the ability of the combined company
to grow and manage growth profitably and retain its key employees; (8) costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected
by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in
the proxy statement/prospectus relating to the business combination, including those under “Risk Factors” in the Registration
Statement (as defined below), and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors
is not exclusive. Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as
of the date made. Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances
on which any such statement is based.
Important Information about the Business
Combination and Where to Find It
In connection with the proposed business combination, Netfin
Holdco, a Cayman Islands exempted company (“Holdco”), has filed with the SEC a registration statement on Form F-4 (the
“Registration Statement”) which includes a proxy statement/prospectus and certain other related documents, which will
be both the proxy statement to be distributed to Netfin’s shareholders in connection with Netfin’s solicitation of
proxies for the vote by Netfin’s shareholders with respect to the business combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Triterras Fintech
to be issued in the business combination. Netfin’s shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy
statement/prospectus, as these materials contain important information about the parties to the Business Combination Agreement,
Netfin and the business combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus
will be mailed to Netfin’s shareholders as of a record date to be established for voting on the business combination and
other matters as described in the Registration Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus
and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge,
once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Netfin Acquisition Corp., 445 Park Avenue,
9th Floor, New York, NY 10022, Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of the business combination. This press release shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act.
Participants in the Solicitation
Netfin and its directors and executive officers may be deemed
participants in the solicitation of proxies from Netfin’s shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a description of their interests in Netfin is contained in Netfin’s
Registration Statement on Form S-1, which was filed with the SEC on July 19, 2019, and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to Netfin Acquisition Corp., 445 Park Avenue, 9th Floor, New York, NY 10022,
Attention: Gerry Pascale, Chief Financial Officer, (972) 979-5995. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.