Filed
by Netfin Holdco pursuant to Rule 425
under
the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Netfin Acquisition Corp. (File No. 001-39008)
Commission
File No. for the Related Registration Statement: 333-248486
Triterras
announces agreement with the world’s leading insurance broker, Marsh to offer digitized access to credit insurance
Singapore
September 23, 2020 - Triterras Fintech, a leading fintech company for commodity trading and trade finance, today announced
its agreement with Marsh (Singapore) to offer credit insurance through a digitally streamlined process on its Kratos platform.
With
over 35,000 colleagues operating in more than 130 countries, Marsh is a global leader in insurance broking and risk management,
serving commercial and individual clients with data driven risk solutions and advisory services.
The
Kratos insurance module comes as a timely solution as businesses look for digital tools to deal with the paradigm shift brought
about by COVID-19. Through the module, Kratos’ commodity traders can now have access to leading insurers, initiate inquiries,
get quotes, and sign up for insurance coverage directly on the platform.
“Our
agreement with Marsh to provide our traders with digitized access to credit insurance is an exciting development for Kratos,”
said Mr. Srinivas Koneru, Triterras Fintech Chairman and CEO. “We believe this module will further enhance the user experience
on our platform.”
“The
insurance industry will be transformed by digital technologies. Marsh expects the industry to embrace digital transformation to
improve operations efficiency, enhance customer relationships and outpace competition,” Ms. Iris Teo, CEO of Marsh Singapore
commented.
About
Triterras Fintech
Triterras
Fintech is a leading fintech company focused on trade and trade finance. It launched and operates Kratos—one of the world’s
largest commodity trading and trade finance platforms that connects and enables commodity traders to trade and source capital
from lenders directly online.
Triterras
Fintech executed an agreement to become a public company listed in the United States through a business combination with Netfin
Acquisition Corp. (Nasdaq: NFIN, NFINW). The transaction, which is expected to close in Q4 2020, would provide Triterras Fintech
the strategic capital to further accelerate its growth. For more information, please visit triterras.com or email us at contact@triterras.com.
About
Marsh
Marsh
is the world’s leading insurance broker and risk adviser. With over 35,000 colleagues operating in more than 130 countries,
Marsh serves commercial and individual clients with data driven risk solutions and advisory services. Marsh is a business of Marsh
& McLennan Companies (NYSE: MMC), the leading global professional services firm in the areas of risk, strategy and people.
With annual revenue approaching US$17 billion and 76,000 colleagues worldwide, MMC helps clients navigate an increasingly dynamic
and complex environment through four market-leading businesses: Marsh, Guy Carpenter, Mercer, and Oliver Wyman. Follow Marsh on
Twitter @MarshGlobal; LinkedIn; Facebook; and YouTube, or subscribe to BRINK.
About
Netfin Acquisition Corp.
Netfin
Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, focused on the financial technology,
technology and financial services industries, including businesses engaged in commercial, online and mobile banking and payments,
trade finance and telecommunications, that offer a differentiated technology platform and product suite for interfacing with the
financial services sector. For more information, visit netfinspac.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Netfin’s and Triterras Fintech’s actual results may differ
from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, Netfin’s and Triterras Fintech’s expectations with respect to future performance and anticipated financial
impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of
the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results. Most of these factors are outside Netfin’s
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome
of any legal proceedings that may be instituted against Netfin or Triterras Fintech following the announcement of the business
combination; (2) the inability to complete the business combination, including due to failure to obtain approval of Netfin’s
shareholders or other conditions to closing in the definitive agreement relating to the business combination (the “Business
Combination Agreement”); (3) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the
inability to meet Nasdaq’s listing requirements following the business combination; (5) the impact of COVID-19 on Netfin
or Triterras Fintech; (6) the risk that the business combination disrupts current plans and operations as a result of the announcement
and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably
and retain its key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10)
the possibility that Netfin, Triterras Fintech or the combined company may be adversely affected by other economic, business,
and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the business combination, including those under “Risk Factors” in the Registration Statement (as defined
below), and in Netfin’s other filings with the SEC. Netfin cautions that the foregoing list of factors is not exclusive.
Netfin cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Netfin does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based.
Important
Information about the Business Combination and Where to Find It
In
connection with the proposed business combination, Netfin Holdco, a Cayman Islands exempted company (“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.
Triterras
Fintech Contact:
Jim
Groh
(678) 237-7101
Netfin
Investor Relations Contact:
Gateway
Investor Relations
Cody
Slach and Matt Glover
(949)
574-3860
NFIN@gatewayir.com
Netfin
Company Contact:
Marat
Rosenberg, Founder & President
(972)
757-5998
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