Triterras Fintech Pte. Ltd. and Triterras Holdings Pte. Ltd. (Triterras) entered into a non-binding letter of intent to acquire Netfin Acquisition Corp. (NasdaqCM:NFIN) from MVR Netfin LLC, Symphonia Strategic Opportunities Limited and others in a reverse merger transaction for approximately $750 million on June 27, 2020. Triterras Fintech Pte. Ltd. entered into a definitive agreement to acquire Netfin in a reverse merger transaction on July 29, 2020. Under the transaction, each issued and outstanding unit of Netfin, consisting of one class A ordinary share of Netfin and one warrant of Netfin will be automatically detached and the holder thereof was deemed to hold one class A share and one Netfin warrant, each issued and outstanding class A share and class B ordinary share of Netfin was cancelled and ceased to exist in exchange for the right to receive one ordinary share of Holdco. Holdco will acquire Triterras Fintech Pte. Ltd. for an aggregate of $60 million in cash, and the issuance of 51.622419 million Holdco ordinary shares. The consideration also includes up to an additional 15 million Holdco ordinary shares upon Holdco meeting certain financial or share price thresholds which as follows (i) 5 million 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 $35.84 million or (b) the date on which the Holdco ordinary shares trade on the Nasdaq at a closing price greater than $13 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 million 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 $75.9 million or (b) the date on which the Holdco ordinary shares trade on the Nasdaq at a closing price greater than $15 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 million 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 $125.66 million or (b) the date on which the Holdco ordinary shares trade on the Nasdaq at a closing price greater than $17 for 20 trading days within any 30-day trading period during the three-year period immediately following the closing of the business combination. Triterras will roll 90% of equity holding into transaction. Netfin to combine with Triterras to create a publicly traded business. As a result of the transaction, Triterras will become a publicly traded company on the Nasdaq Stock Market. Fintech will become a wholly-owned subsidiary of Netfin, and with the sellers and the security holders of Netfin becoming security holders of Holdco, which will subsequently be renamed as “Triterras, Inc." under the ticker symbol “TRIT.” Upon completion of the transaction, Triterras Fintech management will run the business and the initial Board will consist of 7 members including 2 appointed by Netfin, the members consists of Srinivas Koneru, Alvin Tan, Martin Jaskel, Richard Maurer, Vanessa Slowey, Matthew Richards, and Kenneth Stratton and retaining 61.5% ownership of the combined company.

The transaction is subject to the negotiation and execution of a definitive agreement, any waiting period and any review period (and any extensions thereof) applicable to the consummation under any Antitrust Laws having been expired or been terminated and any clearance, decision, or order required under the Antitrust Laws having been obtained, the approval of Netfin and Triterras' Boards, regulatory approval, approval from the shareholders of Netfin, receipt by Netfin of the Lock-Up agreement, receipt by the sellers and Netfin of the Registration Rights Agreement, duly executed by the other respective parties, third-party approvals and other customary closing conditions. The closing of the transaction is also subject to approval of the listing of the ordinary shares to be issued in connection with the business combination on the Nasdaq Stock Market, Netfin having at least $5 million in net tangible assets at the closing of the transaction after giving effect to redemptions of class A shares, if any, and the effectiveness of the Registration Statement. The business combination has been unanimously approved by the Boards of Directors of both Netfin and Triterras. The Board of Netfin unanimously recommends shareholders to vote in favor of the transaction dated July 29, 2020 and amended on August 28, 2020. As of October 29, 2020, the extraordinary general meeting of Netfin's shareholders will take place on November 10, 2020 to approve the transaction. As of November 9, 2020, less than 3% of its public shares were submitted for redemption in connection with Netfin's business combination. As a result, approximately $250 million will remain in Netfin's trust account and be released upon the closing of the business combination. The transaction is expected to be completed in the fourth quarter of 2020. As of September 16, 2020, the transaction is expected to be completed in late October 2020. As of October 26, 2020, the transaction is expected to close on second business day after all the conditions have been satisfied or waived.

Elliott M. Smith, Joel Rubinstein, Jonathan Rochwarger, Sang Ji and Victoria Rosamond of White & Case LLP and Neely B. Agin, Robert B. Heller, Simon Luk, Christopher B. Monahan, Jared S. Manes, Nyron J. Persaud, Becky L. Troutman, Nicholas Usher, Jason A. Lewis and Alexandra M. Solórzano of Winston & Strawn LLP acted as legal advisors to Netfin. Giles Kennedy, Brett Nadritch, Scott Golenbock along with Mike Shah, Andrew Walker, Lesley Janzen, James McFarlane and Iliana Ongun of Executive Compensation & Employee Benefits of Milbank LLP acted as legal advisors to Triterras. Morrow & Co., LLC acted as Information Agent to Netfin and will be paid a fee of $25,000 plus disbursements. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Netfin. Marcum LLP provided auditor's report for financials of Netfin. KPMG LLP provided auditor's report for financials of Triterras. B. Riley Securities acted as capital markets advisor in this transaction.