UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

NETFIN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39008		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

445 Park Avenue, 9^th Floor

New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972) 979-5995

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one redeemable warrant	NFINU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001	NFIN	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	NFINW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~July~~November 316, 2020, 25,981,000 Class A ordinary shares, par value $0.0001, and 6,325,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

NETFIN ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

		~~Page No.~~	Page No.
PART I. FINANCIAL INFORMATION		1	1
Item 1.	Financial Statements	1	1
	Condensed Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019	1
	Condensed Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019		1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2020 and for the period from April 24, 2019 (inception) to June 30, 2019	2
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020, for the three months ended September 30, 2019 and for the period from April 24, 2019 (inception) to September 30, 2019		2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2020 and for the period from April 24, 2019 (inception) to June 30, 2019	3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2020, for the three months ended September 30, 2019 and for the period from April 24, 2019 (inception) to September 30, 2019		3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2020 and for the period from April 24, 2019 (inception) to June 30, 2019	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and for the period from April 24, 2019 (inception) to September 30, 2019		4
	Notes to Unaudited Condensed Financial Statements	5
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20	21
Item 4.	Controls and Procedures	20	21
PART II. OTHER INFORMATION		21	22
Item 1.	Legal Proceedings	21	22
Item 1A.	Risk Factors	21	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22	22
Item 3.	Defaults Upon Senior Securities	22	22
Item 4.	Mine Safety Disclosures	22	22
Item 5.	Other Information	22	22
Item 6.	Exhibits	23	23
SIGNATURES		24	24

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NETFIN ~~ACQUISITION~~ ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2020		December 31, 2019
	September 30, 2020		December 31, 2019
	(unaudited)
Assets
Current assets:
Cash	$	~~260~~6,~~663~~736	$	721,121
Prepaid expenses		4736,~~667~~100		70,230
Total current assets		~~308~~42,~~330~~836		791,351
Cash equivalents and marketable securities held in Trust Account		257,~~220~~257,~~012~~704		255,080,087
Total assets	$	257,~~528~~300,~~342~~540	$	255,871,438
Liabilities and Shareholders' Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	1012,~~300~~406	$	-
Accrued expenses		~~854~~1,~~593~~083,097		503,593
Total current liabilities		~~864~~1,~~893~~095,503		503,593
Deferred underwriting commissions		8,855,000		8,855,000
Total liabilities	$	9,~~719~~950,~~893~~503		9,358,593
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 23,874,970 and 23,959,607 shares subject to possible redemption at $10.17 and $10.08 per share at June 30, 2020 and December 31, 2019, respectively		242,808,445		241,512,839
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 23,829,895 and 23,959,607 shares subject to possible redemption at $10.17 and $10.08 per share at September 30, 2020 and December 31, 2019, respectively		242,350,032		241,512,839
Shareholders' Equity:
Shareholders’ Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-		-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,106,030 and 2,021,393 shares issued and outstanding (excluding 23,874,970 and 23,959,607 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively		211		202
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,151,105 and 2,021,393 shares issued and outstanding (excluding 23,829,895 and 23,959,607 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively		215		202
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,325,000 shares issued and outstanding		632		632
Additional paid-in capital		2,~~435~~893,~~174~~583		3,730,789
Retained earnings		2,~~563~~105,~~987~~575		1,268,383
Total shareholders' equity		5,000,004		5,000,006
Total shareholders’ equity		5,000,005		5,000,006
Total Liabilities and Shareholders' Equity	$	257,528,342	$	255,871,438
Total Liabilities and Shareholders’ Equity	$	257,300,540	$	255,871,438

The accompanying notes are an integral part of these unaudited condensed financial statements

NETFIN ~~ACQUISITION~~ ACQUISITION CORP.

UNAUDITED ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30, 2020			For the Six Months Ended June 30, 2020			For the Period From April 24, 2019 (Inception) Through June 30, 2019
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,			For the Period From April 24, 2019 (Inception) Through September 30,
General and administrative expenses	$	206,967		$	846,320		$	5,305
	2020			2019			2020			2019
Loss from operations		(206,967	)		(846,320	)		(5,305	)
General and administrative expenses	$	496,110		$	106,366		$	1,342,430		$	111,671
Other income:
Loss from operations		(496,110	)		(106,366	)		(1,342,430	)		(111,671	)
Interest income		599,657			1,927,221			-
Other income:
Unrealized gain (loss) on marketable securities held in Trust Account		(545,827	)		214,703			-
Interest income		252,112			714,374			2,179,333			714,374
Net income (loss)	$	(153,137	)		1,295,604		$	(5,305	)
Unrealized gain (loss) on marketable securities held in Trust Account		(214,414	)		110,363			289			110,363
Weighted average Class A and Class B ordinary shares outstanding, basic and diluted (1)		8,392,883			8,369,891			5,500,000
Net income (loss)	$	(458,412	)	$	718,371		$	837,192		$	713,066
Basic and diluted net loss per Class A and Class B ordinary share	$	(0.02	)	$	(0.09	)	$	(0.00	)
Weighted average Class A and Class B ordinary shares outstanding, basic and diluted (1)		8,431,520			7,314,790			8,390,584			6,584,160
Basic and diluted net loss per Class A and Class B ordinary share	$	(0.06	)	$	(0.01	)	$	(0.14	)	$	(0.01	)

(1) This number excludes an aggregate of up to 23,~~874~~829,~~970~~895 ~~shares~~and ~~subject~~24,023,681 toClass ~~possible~~A ~~redemption~~ordinary shares at ~~June~~September 30, 2020 and ~~excludes~~2019, anrespectively, ~~aggregate~~and ~~of up to~~ 825,000 Class B ordinary shares subject to ~~forfeiture~~possible ifredemption ~~the over-allotment option is not exercised in full or in part by the underwriters~~ at ~~June~~September 30, ~~2019~~2020 ~~(see~~and ~~Note 6)~~2019.

The ~~accompanying~~ accompanying notes are an integral part of these unaudited condensed financial statements.

NETFIN ~~ACQUISITION~~ ACQUISITION CORP.

UNAUDITED ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	For the Six Months Ended June 30, 2020
	For the Nine Months Ended September 30, 2020
	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Retained			Shareholders'’
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
Balance - December 31, 2019		2,021,393	$	202		6,325,000	$	632	$	3,730,789		$	1,268,383		$	5,000,006
Shares subject to possible redemption		46,066		5		-		-		(1,448,742	)		-			(1,448,737	)
Net income		-		-		-		-		-			1,448,741			1,448,741
Balance -March 31, 2020 (unaudited)		2,067,459		207		6,325,000		632		2,282,047			2,717,124			5,000,010
Shares subject to possible redemption		38,571		4		-		-		153,127			-			153,131
Net loss		-		-		-		-		-			(153,137	)		(153,137	)
Balance - June 30, 2020 (unaudited)		2,106,030	$	211		6,325,000	$	632	$	2,435,174		$	2,563,987		$	5,000,004
Balance -June 30, 2020 (unaudited)		2,106,030	$	211		6,325,000	$	632	$	2,435,174		$	2,563,987		$	5,000,004
Shares subject to possible redemption		45,075		4		-		-		458,409			-			458,413
Net loss		-		-		-		-		-			(458,412	)		(458,412	)
Balance -September 30, 2020 (unaudited)		2,151,105	$	215		6,325,000	$	632	$	2,893,583		$	2,105,575		$	5,000,005

	For The Period From April 24, 2019 (Inception) through June 30, 2019
	For The Period From April 24, 2019 (Inception) through September 30, 2019
	Ordinary Shares										Additional						Total
	Class A						Class B				Paid-in			Accumulated			Shareholders'’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Balance - April 24, 2019 (Inception)		-		$	-			-	$	-	$	-		$	-		$	-
Issuance of Class B ordinary shares to Sponsor (1)		-			-			6,325,000		632		24,368			-			25,000
Net loss		-			-			-		-		-			(5,305	)		(5,305	)
Balance - June 30, 2019 (unaudited)		-		$	-			6,325,000	$	632	$	24,368		$	(5,305	)	$	19,695
Balance -June 30, 2019 (unaudited)		-		$	-			6,325,000	$	632	$	24,368		$	(5,305	)	$	19,695
Sale of units in Initial Public Offering, gross		25,300,000			2,530			-		-		252,997,470			-			253,000,000
Offering costs		-			-			-		-		(14,590,538	)		-			(14,590,538	)
Sale of Private Placement Units to Sponsor in Private Placement		681,000			68			-		-		6,809,932						6,810,000
Shares subject to possible redemption		(24,023,681	)		(2,402	)		-		-		(240,955,118	)		-			(240,957,520	)
Net income		-			-			-		-		-			718,371			718,371
Balance -September 30, 2019 (unaudited)		1,957,319		$	196			6,325,000	$	632	$	4,286,114		$	713,066		$	5,000,008

(1) This number includes up to 825,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). On August 2, 2019, the over-allotment option was exercised in full. Accordingly, no shares were forfeited.

The ~~accompanying~~ accompanying notes are an integral part of these unaudited condensed financial statements.

NETFIN ~~ACQUISITION~~ ACQUISITION CORP.

UNAUDITED ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30, 2020			For the Period From April 24, 2019 (Inception) Through June 30, 2019
	For the Nine Months Ended September 30, 2020			For the Period From April 24, 2019 (Inception) Through September 30, 2019
Cash Flows from Operating Activities:
Net income (loss)	$	1,295,604		$	(5,305	)
Net income	$	837,192		$	713,066
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(12,~~925~~177,~~222~~328	)		-(712,961	)
Unrealized gain on marketable securities held in Trust Account		(~~214,703~~289	)		-(110,363	)
General and administrative expenses paid by related party		-			56,~~230~~995
Changes in operating assets and liabilities:
Prepaid expenses		2234,~~563~~130			-(121,688	)
Accounts payable		1012,~~300~~406			-
Accrued expenses		~~351~~579,~~000~~504			-5,000
Net cash used in operating activities		(460,458	)		(75	)
Accrued expenses- related party		-			20,000
Net cash used in operating activities		(714,385	)		(199,951	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		-			(253,000,000	)
Net cash used in investing activities		-			(253,000,000	)
Cash Flows from Financing Activities:
Proceeds from note payable to related party		-			300,000
Deferred offering costs paid		-			(115,000	)
Repayment of note payable and advances to related party		-			(466,609	)
Net cash provided by financing activities		-			185,000
Proceeds from sale of Units, gross		-			253,000,000
Net change in cash and cash equivalents		(460,458	)		184,925
Proceeds from sale of Private Placement Units		-			6,810,000
Payment of offering costs		-			(5,550,924	)
Net cash provided by financing activities		-			254,092,467
Net change in cash and cash equivalents		(714,385	)		892,516
Cash and cash equivalents - beginning of the period		721,121			-
Cash and cash equivalents - end of the period	$	~~260~~6,~~663~~736		$	~~184~~892,~~925~~516
Supplemental disclosure of noncash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$	1837,~~295,606~~193		$	-724,360
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	-		$	25,000
Accrued offering costs	$	-		$	84,000
Deferred offering costs paid by related party	$	-		$	109,614
Offering costs included in advances from related party	$	-		$	159,614
Deferred underwriting commissions in connection with the initial public offering	$	-		$	8,855,000
Initial value of Class A ordinary shares subject to possible redemption	$	-		$	240,233,160

The ~~accompanying~~ accompanying notes are an integral part of these unaudited condensed financial statements.

NETFIN ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

Netfin Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 24, 2019. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for targets in the financial technology, technology and financial services industries, including those 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. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~June~~September 30, 2020, the Company had not commenced any operations. All activity for the period from April 24, 2019 (inception) through ~~June~~September 30, 2020 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”) described below and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the proceeds derived from the Initial Public Offering.

Sponsor and Initial Public Offering

The Company’s sponsor is MVR Netfin LLC, a Nevada limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on July 30, 2019. On August 2, 2019, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 3,300,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $253.0 million and incurring offering costs of approximately $14.6 million, inclusive of approximately $8.9 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 681,000 units (the “Private Placement Units”) to the Sponsor at $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6.81 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $253.0 million, made up of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. These funds will be held in the Trust Account until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

NETFIN ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company will provide the public holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and the approval of an ordinary resolution.

The Public Shares subject to possible redemption were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 18 months from the closing of the Initial Public Offering, or February 2, 2021, (the “Combination Period”), unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, 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 the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

NETFIN ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company 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 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 Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Going~~Proposed Business ~~Concern Consideration~~Combination

AsOn July of29, ~~June~~2020, 30the Company entered into a business combination agreement (as amended on August 28, 2020, the “Business Combination Agreement”), by and among the Company, ~~had~~Netfin ~~approximately~~Holdco (“Holdco”), Netfin Merger Sub (the “Merger Sub”), ~~$261~~Symphonia Strategic Opportunities Limited (“SSOL”),~~000~~ inIKON ~~its~~Strategic ~~operating~~Holdings ~~bank~~Fund ~~account~~(“IKON” and together with SSOL, ~~working~~the ~~capital~~“Sellers”) ~~deficit~~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 ~~approximately~~which ~~$557~~(a) Netfin will become a wholly-owned subsidiary of Holdco,~~000~~ (~~including~~b) each ~~approximately~~issued ~~$852~~and outstanding unit of Netfin (a “Netfin Unit”),~~000~~ inconsisting ~~accrued~~of ~~legal~~one ~~fees~~Class A ~~that~~ordinary ~~will~~share of Netfin (the “Class A Shares”) and one warrant of Netfin (the “Netfin Warrants”), shall be ~~due~~automatically atdetached and the ~~earlier~~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 ~~consummation~~“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 ~~initial~~“Holdco ~~Business~~Ordinary ~~Combination~~Shares”) orfor 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 ~~liquidation~~“Holdco ~~date~~Warrants”), and (ii) Holdco will acquire all of the issued and ~~approximately~~outstanding ~~$4.2~~ordinary ~~million~~shares of ~~interest~~Triterras ~~income~~Fintech ~~available~~Pte. inLtd, a Singapore private company limited by shares (“Fintech”), from the ~~Trust~~Sellers. ~~Account~~Upon toconsummation ~~pay~~of ~~for~~the transactions contemplated by the ~~Company’s~~Business ~~tax~~Combination ~~obligations~~Agreement (the “Business Combination”), Fintech will become a wholly-owned subsidiary of Holdco, which will subsequently be renamed as “Triterras, ifInc.” ~~any~~See Note 8.

~~Prior to the completion of the Initial~~Going ~~Public~~Concern Offering, the Company’s liquidity needs have been satisfied through an advance of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, a $300,000 promissory note (the “Note”) issued to the Sponsor and approximately $167,000 in advances from the Sponsor. The Company fully repaid the Note and the advances to the Sponsor on August 2, 2019. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2020, there were no amounts outstanding under any Working Capital Loan.Consideration

InAs of ~~connection~~September ~~with~~30, 2020, the Company~~’s assessment~~ ofhad ~~going~~approximately ~~concern~~$6,700 ~~considerations~~ in ~~accordance~~its ~~with~~operating ~~Financial~~bank ~~Accounting~~account, ~~Standard~~working ~~Board’s~~capital ~~Accounting~~deficit ~~Standards Updated (“ASU”) 2014-15, “Disclosure~~ of ~~Uncertainties~~approximately $1.1 ~~about~~million an(including ~~Entity’s~~approximately ~~Ability~~$1.1 tomillion ~~Continue~~in asaccrued alegal ~~Going Concern”,~~fees ~~management has determined~~ that ~~the~~will ~~working~~be ~~capital~~due ~~deficit~~at ~~raises substantial doubt about~~ the ~~Company’s ability to continue as a going concern until the~~ earlier of the consummation of the initial Business Combination or the ~~date~~liquidation ~~the Company is required to liquidate~~date), ~~February~~and 2,approximately ~~2021~~$4.2 ~~The~~million ~~financial~~of ~~statements~~interest doincome ~~not~~available ~~include~~in ~~any~~the Trust ~~adjustments~~Account ~~that~~to ~~might~~pay befor ~~necessary if~~ the Company is’s ~~unable~~tax toobligations, ~~continue~~if ~~as a going concern~~any.

7Prior to the completion of the Initial Public Offering, the Company’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 the Founder Shares, a $300,000 promissory note (the “Note”) issued to the Sponsor and approximately $167,000 in advances from the Sponsor. The Company fully repaid the Note and the advances to the Sponsor on August 2, 2019. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’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 costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

~~NETFIN ACQUISITION CORP.~~ 7

~~NOTES TO UNAUDITED~~NETFIN ~~CONDENSED~~ACQUISITION ~~FINANCIAL STATEMENTS~~CORP.

~~NOTE~~NOTES TO 2.UNAUDITED ~~SUMMARY~~CONDENSED OFCONSOLIDATED ~~SIGNIFICANT~~FINANCIAL ~~ACCOUNTING POLICIES~~STATEMENTS

~~Basis~~In connection with the Company’s assessment of ~~Presentation~~going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the working capital deficit raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, February 2, 2021. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~The~~NOTE ~~accompanying unaudited condensed financial statements are presented in U~~2.S. ~~dollars~~SUMMARY inOF ~~conformity~~SIGNIFICANT ~~with~~ACCOUNTING accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.POLICIES

~~The accompanying~~Basis ~~unaudited~~of condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the annual report on Form 10-K filed by the Company with the SEC on March 11, 2020.Presentation

~~Emerging~~The accompanying ~~Growth~~unaudited ~~Company~~condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.

The ~~Company is an “emerging growth~~ ~~company,”~~accompanying asunaudited ~~defined~~condensed inconsolidated ~~Section~~financial ~~2(a)~~statements ofshould ~~the~~be ~~Securities~~read ~~Act,~~in asconjunction ~~modified~~with by the ~~Jumpstart~~audited ~~Our~~financial ~~Business Startups Act of 2012~~statements ~~(the “JOBS Act”),~~ and itnotes ~~may~~thereto ~~take~~included ~~advantage~~in 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 ~~independent~~Annual ~~registered~~Report ~~public~~on ~~accounting~~Form ~~firm~~10-K ~~attestation~~filed ~~requirements~~by ~~of Section 404 of~~ the ~~Sarbanes-Oxley~~Company ~~Act,~~with ~~reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from~~ the ~~requirements of~~SEC ~~holding a nonbinding advisory vote~~ on ~~executive~~March ~~compensation~~11, ~~and shareholder approval of any golden parachute payments not previously approved~~2020.

~~Further, Section 102(b)(1) of the JOBS~~Emerging ~~Act~~Growth exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~This~~The Company ~~may~~is ~~make~~an ~~comparison~~“emerging growth company,” as defined in Section 2(a) of the ~~Company’s~~Securities Act, as modified by the Jumpstart ~~financial~~Our ~~statements~~Business ~~with~~Startups ~~another~~Act ~~public~~of ~~company~~2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that isare ~~neither~~applicable anto ~~emerging~~other ~~growth~~public ~~company~~companies ~~nor~~that anare not emerging growth ~~company~~companies ~~that~~including, but not limited to, ~~has~~not ~~opted~~being ~~out~~required ofto ~~using~~comply with the ~~extended~~independent ~~transition~~registered ~~period~~public ~~difficult~~accounting orfirm ~~impossible~~attestation ~~because~~requirements of Section 404 of the ~~potential~~Sarbanes-Oxley ~~differences~~Act, reduced disclosure obligations regarding executive compensation in ~~accounting~~its periodic reports and proxy statements, ~~standards~~and ~~used~~exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~Concentrations~~Further, Section 102(b)(1) of ~~Credit~~the ~~Risk~~JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~Financial~~This may ~~instruments~~make ~~that~~comparison ~~potentially subject~~of the Company’s tofinancial ~~concentrations~~statements ofwith ~~credit~~another ~~risk~~public ~~consist~~company ofthat ~~cash~~is ~~accounts~~neither inan aemerging ~~financial~~growth company ~~institution,~~nor ~~which,~~an atemerging ~~times,~~growth ~~may exceed~~company ~~the~~that ~~Federal~~has ~~Depository~~opted ~~Insurance~~out ~~Coverage~~ of ~~$250,000,~~using ~~and cash held in~~ the ~~Trust~~extended ~~Account.~~transition Atperiod ~~June~~difficult ~~30,~~or ~~2020,~~impossible ~~the Company~~because ~~has~~of ~~not experienced losses on these accounts and management believes~~ the ~~Company~~potential isdifferences ~~not~~in ~~exposed~~accounting tostandards ~~significant risks on such accounts~~used.

~~Cash~~Concentrations of ~~and~~Credit ~~Cash Equivalents~~Risk

~~The~~Financial instruments ~~Company~~that ~~considers~~potentially ~~all~~subject ~~short-term~~the ~~investments with~~Company anto ~~original~~concentrations ~~maturity~~of credit risk consist of ~~three~~cash ~~months~~accounts orin ~~less~~a ~~when~~financial ~~purchased~~institution, which, toat betimes, ~~cash~~may ~~equivalents.~~exceed ~~The~~the ~~Company~~Federal ~~had~~Depository ~~approximately~~Insurance ~~$25,000 and~~Coverage of $50250,000, inand cash ~~equivalents~~ held in the Trust Account. asAt ~~of June~~ September 30, 2020, the Company has not experienced losses on these accounts and ~~December~~management ~~31,~~believes ~~2019,~~the ~~respectively~~Company is not exposed to significant risks on such accounts.

~~Financial Instruments~~ 8

~~The fair value of the Company’s assets~~NETFIN ~~and~~ACQUISITION ~~liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet~~CORP.

~~As of June 30, 2020, the carrying values~~NOTES ofTO ~~cash,~~UNAUDITED ~~accounts~~CONDENSED ~~payable~~CONSOLIDATED ~~and~~FINANCIAL accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and of money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.STATEMENTS

8Cash and Cash Equivalents

~~NETFIN~~The Company ~~ACQUISITION~~considers ~~CORP~~all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $27,000 and $50,000 in cash equivalents held in the Trust Account as of September 30, 2020 and December 31, 2019, respectively.

~~NOTES TO UNAUDITED~~Financial ~~CONDENSED FINANCIAL STATEMENTS~~Instruments

~~Marketable~~The fair ~~Securities~~value ~~Held~~of inthe ~~Trust~~Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value ~~Account~~Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

~~The~~As of ~~Company’s~~September ~~portfolio~~30, 2020, the carrying values of ~~marketable securities~~cash, isaccounts ~~comprised~~payable ~~solely~~and ofaccrued ~~U.S.~~expenses ~~government~~approximate ~~securities,~~their ~~within~~fair values due to the ~~meaning~~short-term ~~set~~nature ~~forth~~of inthe ~~Section~~instruments. ~~2(a)(16)~~The Company’s portfolio of marketable securities held in the ~~Investment~~Trust Account is ~~Company~~comprised ~~Act,~~of investments in U.S. Treasury securities with aan original maturity of 185 days or less orand of money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~Use~~Marketable Securities ofHeld ~~Estimates~~in Trust Account

The Company’s ~~preparation~~portfolio of ~~the~~marketable ~~financial~~securities ~~statements in~~is ~~conformity~~comprised ~~with~~solely of U.S. ~~GAAP~~government ~~requires~~securities, within the ~~Company’s~~meaning ~~management~~set toforth in ~~make~~Section ~~estimates~~2(a)(16) ~~and~~of ~~assumptions that affect~~ the ~~reported amounts~~Investment ofCompany ~~assets~~Act, ~~and~~with ~~liabilities~~a ~~and~~maturity ~~disclosure~~ of ~~contingent~~185 ~~assets~~days ~~and~~or ~~liabilities~~less ator ~~the~~of ~~date~~money ~~the~~market ~~financial~~funds ~~statements~~meeting ~~and~~certain ~~the~~conditions ~~reported~~under ~~amounts~~Rule of2a-7 ~~expenses~~promulgated ~~during~~under the ~~reporting~~Investment ~~periods.~~Company ~~Actual~~Act ~~results~~which ~~could~~invest ~~differ~~only ~~from~~in ~~those~~direct ~~estimates~~U.S. government treasury obligations.

~~Offering Costs Associated with the~~Use ~~Initial~~of ~~Public Offering~~Estimates

~~Offering~~The preparation ~~costs consist~~ of ~~legal,~~the ~~accounting, underwriting~~financial ~~fees~~statements ~~and~~in ~~other~~conformity ~~costs~~with ~~incurred~~U.S. ~~through~~GAAP requires the ~~balance~~Company’s ~~sheet~~management ~~date~~to ~~that~~make ~~are~~estimates and ~~directly~~assumptions ~~related~~that toaffect the ~~Initial~~reported ~~Public~~amounts ~~Offering~~ of assets and ~~that~~liabilities ~~were~~and ~~charged~~disclosure toof ~~shareholders’~~contingent ~~equity~~assets ~~upon~~and liabilities at the ~~completion~~date the financial statements and the reported amounts of expenses during the ~~Initial~~reporting ~~Public~~periods. ~~Offering~~Actual results could differ from those estimates.

~~Class~~Offering Costs AAssociated ~~Ordinary~~with ~~Shares~~the ~~Subject~~Initial ~~to Possible~~Public ~~Redemption~~Offering

~~The~~Offering costs ~~Company~~consist ~~accounts~~of ~~for~~legal, ~~its~~accounting, ~~ordinary~~underwriting ~~shares subject~~fees toand ~~possible~~other ~~redemption~~costs inincurred ~~accordance~~through ~~with~~ the ~~guidance~~balance insheet ~~ASC~~date ~~Topic~~that ~~480~~are ~~“Distinguishing Liabilities from Equity.”~~directly ~~Class~~related ~~A ordinary shares subject~~ to ~~mandatory~~the ~~redemption~~Initial ~~(if~~Public ~~any)~~Offering ~~are classified as liability instruments~~ and ~~are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares~~ that ~~feature~~were ~~redemption~~charged ~~rights that are either within the control of the holder or subject~~ to ~~redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as~~ shareholders’ equity. ~~The~~upon ~~Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of~~ the ~~Company’s~~completion ~~control and subject to occurrence~~ of ~~uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of~~ the ~~shareholders’ equity~~Initial ~~section~~Public ~~of the Company’s balance sheets~~Offering.

~~Net~~Class A ~~Loss~~Ordinary ~~Per~~Shares ~~Ordinary~~Subject ~~Share~~to Possible Redemption

~~Net~~The Company ~~loss~~accounts ~~per~~for ~~share~~its isordinary ~~computed~~shares bysubject ~~dividing net~~to ~~loss~~possible byredemption ~~the~~in ~~weighted-average~~accordance ~~number~~with ofthe ~~ordinary~~guidance ~~shares~~in ~~outstanding~~ASC ~~during~~Topic ~~the~~480 ~~period.~~“Distinguishing Liabilities Anfrom ~~aggregate~~Equity.” ~~of 23,874,970~~ Class A ordinary shares subject to ~~possible~~mandatory redemption at(if ~~June~~any) ~~30,~~are ~~2020~~classified ~~was~~as ~~excluded~~liability instruments ~~from~~and ~~the~~are ~~calculation~~measured ofat ~~basic~~fair ~~loss~~value. ~~per~~Conditionally redeemable Class A ordinary ~~share~~shares ~~since such~~(including Class A ordinary shares, that iffeature ~~redeemed,~~redemption ~~only~~rights ~~participate~~that inare ~~their~~either ~~pro~~within ~~rata~~the ~~share~~control of the ~~Trust~~holder ~~Account~~or ~~earnings.~~subject ~~The~~to ~~Company~~redemption ~~has~~upon ~~not considered~~ the ~~effect~~occurrence of uncertain ~~the~~events ~~warrants~~not ~~sold~~solely inwithin the ~~Initial~~Company’s ~~Public~~control) ~~Offering~~are ~~and~~classified ~~Private~~as ~~Placement~~temporary toequity. ~~purchase~~At anall ~~aggregate~~other ~~of 25~~times,~~981,000~~ Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares insubject ~~the~~to ~~calculation~~possible ofredemption ~~diluted~~are ~~loss~~presented ~~per~~at ~~share~~redemption value as temporary equity, ~~since~~outside of ~~they~~the ~~are~~shareholders’ ~~not~~equity ~~yet~~section ~~exercisable~~of the Company’s balance sheets.

~~Reconciliation~~Net Loss ofPer ~~net~~Ordinary ~~loss per ordinary share~~Share

~~The~~Net loss ~~Company’s~~per ~~net~~share ~~income~~ is ~~adjusted for~~computed by dividing net loss by the ~~portion~~weighted-average number of ~~income~~ordinary ~~that~~shares isoutstanding ~~attributable~~during tothe period. An aggregate of 23,829,895 Class A ordinary shares subject to possible redemption at September 30, as2020 ~~these~~was excluded from the calculation of basic loss per ordinary share since such shares, if redeemed, only participate in ~~the~~their ~~earnings~~pro rata share of the Trust Account ~~and~~earnings. The Company has not considered the ~~income~~effect orof ~~losses~~the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 25,981,000 shares of the Company.’s ~~Accordingly,~~Class ~~basic~~A ~~and~~ordinary shares in the calculation of diluted loss per ~~ordinary~~ share, issince ~~calculated~~they asare ~~follows:~~not yet exercisable.

	For the Three Months Ended June 30, 2020			For the Six Months Ended June 30, 2020			For the Period From April 24, 2019 (Inception) Through June 30, 2019
Net income (loss)	$	(153,137	)	$	1,295,604		$	(5,305	)
Less: Income attributable to Class A ordinary shares subject to possible redemption		(50,799	)		(2,021,334	)		-
Adjusted net loss	$	(203,936	)	$	(725,730	)	$	(5,305	)
Weighted average Class A and Class B ordinary shares outstanding, basic and diluted		8,392,883			8,369,891			5,500,000
Basic and diluted net loss per Class A and Class B ordinary share	$	(0.02	)	$	(0.09	)	$	(0.00	)

9NETFIN ACQUISITION CORP.

~~NETFIN~~NOTES TO ~~ACQUISITION~~UNAUDITED ~~CORP.~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Reconciliation of TOnet ~~UNAUDITED CONDENSED~~loss ~~FINANCIAL~~per ~~STATEMENTS~~ordinary share

~~Income~~The Company’s ~~Taxes~~net income is adjusted for the portion of income that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows:

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,			For the Period From April 24, 2019 (Inception) Through September 30,
	2020			2019			2020			2019
Net income (loss)	$	(458,412	)	$	718,371		$	837,192		$	713,066
Less: Income attributable to Class A ordinary shares subject to possible redemption		(35,508	)		(783,170	)		(2,052,986	)		(783,170	)
Adjusted net loss	$	(493,920	)	$	(64,799	)	$	(1,215,794	)	$	(70,104	)

Weighted average Class A and Class B ordinary shares outstanding, basic and diluted		8,431,520			7,314,790			8,390,584			6,584,160

Basic and diluted net loss per Class A and Class B ordinary share	$	(0.06	)	$	(0.01	)	$	(0.14	)	$	(0.01	)

~~FASB ASC 740 prescribes a recognition threshold~~Income and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020 and December 31, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Taxes

The Company isfollows ~~considered~~the anasset ~~exempted~~and ~~Cayman~~liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ~~Islands~~Deferred ~~company~~tax assets and isliabilities ~~presently~~are ~~not~~recognized ~~subject~~for the estimated future tax consequences attributable to ~~income~~differences ~~taxes~~between the orfinancial ~~income~~statements carrying amounts of existing assets and liabilities and their respective tax ~~filing~~bases. ~~requirements~~Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~Cayman~~years ~~Islands~~in orwhich ~~the~~those ~~United~~temporary ~~States~~differences are expected to be recovered or settled. AsThe ~~such,~~effect ~~the~~on ~~Company’s~~deferred tax ~~provision~~assets and liabilities of a change in tax rates is ~~zero~~recognized asin ofincome ~~June~~in ~~30,~~the ~~2020~~period ~~and~~that ~~December~~included 31the enactment date. Valuation allowances are established, ~~2019~~when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Recent~~FASB ASC ~~Accounting~~740 ~~Standards~~prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company’s ~~management~~is ~~does~~considered ~~not believe~~an ~~that~~exempted ~~any~~Cayman ~~recently~~Islands ~~issued,~~company ~~but~~and ~~not~~is ~~yet~~presently ~~effective,~~not ~~accounting~~subject ~~pronouncements,~~to ifincome ~~currently~~taxes ~~adopted,~~or ~~would~~income ~~have~~tax afiling ~~material~~requirements ~~effect~~in onthe Cayman Islands or the United States. As such, the Company’s ~~unaudited~~tax ~~condensed~~provision ~~financial~~is ~~statements~~zero as of September 30, 2020 and December 31, 2019.

~~NOTE~~Recent Accounting ~~3. INITIAL PUBLIC OFFERING~~Standards

OnThe Company’s ~~August~~management 2,does ~~2019,~~not ~~the~~believe ~~Company~~that ~~sold~~any 25recently issued,~~300,000 Units,~~ ~~including~~but ~~the~~not ~~issuance~~yet ofeffective, 3accounting pronouncements,~~300~~ if currently adopted,~~000~~ ~~Units~~would ashave a ~~result~~material ofeffect on the ~~underwriters~~Company’s ~~exercise~~unaudited ofcondensed ~~their~~consolidated ~~over-allotment~~financial ~~option in full, at $10~~statements.~~00 per Unit, in the Initial Public Offering.~~

~~Each Unit consists of one Class A ordinary~~NOTE ~~share, and one redeemable warrant (each, a “Public Warrant”)~~3. ~~Each~~INITIAL ~~Public~~PUBLIC ~~Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).~~OFFERING

~~NOTE~~On August 42, 2019, the Company sold 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, at $10.00 ~~RELATED~~per ~~PARTY~~Unit, ~~TRANSACTIONS~~in the Initial Public Offering.

~~Founder~~Each Unit ~~Shares~~consists of one Class A ordinary share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

In April 2019, the Sponsor purchased 6,325,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 825,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On August 2, 2019, the over-allotment option was exercised in full. Accordingly, no Founder Shares were forfeited. 10

~~The initial shareholders agreed, subject~~NETFIN toACQUISITION limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six months after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”)CORP. Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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 initial Business Combination, the Founder Shares will be released from the lock-up.

~~Private~~NOTES TO ~~Placement~~UNAUDITED ~~Units~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Simultaneously with the closing of the~~NOTE ~~Initial Public Offering, the Sponsor purchased an aggregate of 681,000 Private Placement Units at a price of $10~~4.00 ~~per~~RELATED ~~Private Placement~~PARTY Unit in a Private Placement. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement Warrants”) will expire worthless.TRANSACTIONS

10Founder Shares

~~NETFIN~~In April ~~ACQUISITION~~2019, ~~CORP~~the Sponsor purchased 6,325,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), for an aggregate price of $25,000. The Sponsor agreed to forfeit up to 825,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On August 2, 2019, the over-allotment option was exercised in full. Accordingly, no Founder Shares were forfeited.

~~NOTES~~The initial TOshareholders ~~UNAUDITED~~agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until ~~CONDENSED~~the ~~FINANCIAL~~earlier ~~STATEMENTS~~to occur of: (i) six months after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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 initial Business Combination, the Founder Shares will be released from the lock-up.

~~The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their~~ Private ~~Placement Units (or the~~ ~~securities underlying the Private~~ Placement Units~~) until 30 days after the completion of the initial Business Combination.~~

~~Related~~Simultaneously with ~~Party~~the ~~Loans~~closing of the Initial Public Offering, the Sponsor purchased an aggregate of 681,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a Private Placement. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement Warrants”) will expire worthless.

The Sponsor ~~paid an aggregate of approximately $7,000~~ and ~~approximately $160,000 on behalf of~~ the Company’s ~~for~~officers ~~general~~ and ~~administrative~~directors ~~expenses~~agreed, ~~and~~subject ~~offering~~to ~~costs,~~limited ~~respectively. In addition~~exceptions, ~~the~~not ~~Sponsor~~to ~~also~~transfer, ~~loaned~~assign ~~the~~or ~~Company~~sell any ~~an aggregate~~ of ~~$300,000~~their toPrivate ~~cover~~Placement ~~expenses~~Units ~~related~~(or to the ~~Initial~~securities ~~Public~~underlying ~~Offering pursuant to~~ the ~~Note.~~Private ~~This~~Placement ~~loan~~Units) ~~was~~until ~~non-interest~~30 ~~bearing~~days ~~and~~after ~~payable~~the on completion of the ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination. ~~The Company fully repaid the Note and the advances to the Sponsor on August 2, 2019.~~

~~In addition, in order to finance transaction~~Related ~~costs~~Party in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans~~”). If~~ the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit. As of June 30, 2020, the Company had no Working Capital Loans.

~~Administrative~~The Sponsor ~~Support~~paid ~~Agreement~~an aggregate of approximately $7,000 and approximately $160,000 on behalf of the Company for general and administrative expenses and offering costs, respectively. In addition, the Sponsor also loaned the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to the Note. This loan was non-interest bearing and payable on completion of the Initial Public Offering. The Company fully repaid the Note and the advances to the Sponsor on August 2, 2019.

~~Commencing~~In addition, onin ~~the~~order ~~date~~to ~~that~~finance transaction costs in connection with a Business Combination, the ~~securities~~Sponsor or an affiliate of the Sponsor, or certain of the Company’s ~~were~~officers ~~first~~and ~~listed~~directors onmay, ~~Nasdaq~~but are not obligated to, loan the Company ~~agreed~~funds toas ~~pay~~may be required (the ~~Sponsor~~“Working aCapital ~~total~~Loans”). ofIf ~~$10,000~~the ~~per~~Company ~~month~~completes ~~for~~a ~~office~~Business ~~space~~Combination, the Company would repay ~~utilities,~~the ~~secretarial~~Working ~~and~~Capital ~~administrative~~Loans ~~support~~out ~~services~~of the proceeds of the Trust Account released to the Company. ~~Upon~~Otherwise, ~~completion~~the Working Capital Loans would be repaid only out of funds held outside the ~~Initial~~Trust Account. In the event that a Business Combination ordoes ~~the~~not close, the Company’s may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in ~~liquidation~~the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the ~~Company~~terms ~~will~~of ~~cease~~such ~~paying~~Working ~~these~~Capital Loans, ~~monthly~~if ~~fees~~any, have not been determined and no written agreements exist with respect to such loans. The ~~Company~~Working ~~incurred~~Capital ~~$30~~Loans would either be repaid upon consummation of a Business Combination,~~000~~ ~~and~~without ~~$60~~interest,~~000~~ inor ~~expenses~~at inthe ~~connection~~lender’s discretion, up ~~with~~to $1.5 million of such ~~services~~Working ~~during~~Capital ~~the~~Loans ~~three~~may ~~and~~be ~~six~~convertible ~~months~~into ~~ended~~private ~~June~~placement-equivalent units at a price of $10.00 per unit. As of September 30, 2020, asthe ~~reflected~~Company inhad ~~the~~no ~~accompanying~~Working ~~statement~~Capital ~~of operations~~Loans.

~~NOTE~~Administrative Support ~~5. COMMITMENTS & CONTINGENCIES~~Agreement

~~Registration~~Commencing on ~~Rights~~the date that the securities of the Company were first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 and $90,000 in expenses in connection with such services during the three and nine months ended September 30, 2020, as reflected in the accompanying statement of operations.

The holders of Founder 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 11

~~Underwriting~~NETFIN ACQUISITION ~~Agreement~~CORP.

~~The Company granted the underwriters a~~NOTES ~~45-day~~TO ~~option~~UNAUDITED ~~from~~CONDENSED ~~the~~CONSOLIDATED ~~date~~FINANCIAL of the final prospectus relating to the Initial Public Offering to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on August 2, 2019.STATEMENTS

~~The underwriters were entitled to an underwriting~~NOTE ~~discount of $0.20 per unit, or $~~5.06 ~~million~~COMMITMENTS in& the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or up to 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 the Company completes a Business Combination, subject to the terms of the underwriting agreement.CONTINGENCIES

11Registration Rights

~~NETFIN~~The holders ~~ACQUISITION~~of ~~CORP~~Founder 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~NOTES TO UNAUDITED~~Underwriting ~~CONDENSED FINANCIAL STATEMENTS~~Agreement

~~Financial~~The Company ~~Advisory~~granted ~~and~~the ~~Private~~underwriters ~~Placement~~a 45-day option from the date of the final prospectus relating to the Initial Public Offering ~~Agreement~~to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on August 2, 2019.

~~On December 19, 2019, the Company entered~~The ~~into~~underwriters awere ~~financial~~entitled ~~advisory~~to ~~agreement with~~ an ~~advisor~~underwriting indiscount ~~connection~~of ~~with~~$0.20 aper ~~potential~~unit, ~~Business~~or ~~Combination~~$5.06 ~~Pursuant~~million toin the ~~agreement~~aggregate, ~~the~~ ~~Company~~paid ~~agreed~~upon tothe ~~pay~~closing of the ~~advisor~~Initial aPublic ~~cash~~Offering. ~~fee~~In ofaddition, $1.0.35 ~~million~~per ifunit, ~~the~~or ~~Business~~up ~~Combination~~to isapproximately ~~consummated~~$8.9 ~~Fifty~~million ~~percent~~in ~~(50%) of~~ the ~~advisory~~aggregate ~~fee~~will ~~shall~~ be ~~credited~~ payable to the ~~Company~~underwriters byfor ~~the~~deferred ~~advisor~~underwriting ~~against~~commissions. ~~fees~~The ~~earned~~deferred byfee ~~the~~is ~~advisor~~payable ~~on or before December 31, 2021 in connection with capital raising activities occurring subsequent~~ to the ~~date~~underwriters offrom the ~~agreement,~~amounts ~~where~~held in the ~~advisor~~Trust ~~acts~~Account ~~as a~~solely ~~placement agent, initial purchaser or underwriter~~ in ~~connection with~~ the ~~private~~event ~~placement~~that ~~or public offering of securities for~~ the Company. ~~The~~completes ~~fees~~a ~~are payable upon the closing of the~~ Business Combination, ~~and~~subject ~~the Company is not obligated~~ to ~~pay~~the ~~these~~terms ~~fees if no Business Combination is consummated. These fees are an unrecognized contingent liability, as closing~~ of athe ~~potential Business~~underwriting ~~Combination was not considered probable as of June 30, 2020~~agreement.

~~In addition, on December 19, 2019, the~~Financial ~~Company~~Advisory also entered into a private placement agreement with an agent in connection with a potential Business Combination. Pursuant to the agreement, the Company 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 ~~the~~Private ~~Company~~Placement 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 June 30, 2020.Agreement

~~Risk~~On December 19, 2019, the Company entered into a financial advisory agreement with an advisor in connection with a potential Business Combination. Pursuant to the agreement, the Company 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 the Company 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 the private placement or public offering of securities for the Company. The fees are payable upon the closing of the Business Combination, and ~~Uncertainties~~the Company 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 September 30, 2020.

~~On January 30~~In addition, ~~2020,~~on ~~the~~December ~~World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-~~19, ~~outbreak”). In March 2020~~2019, the ~~WHO~~Company ~~classified~~also ~~the~~entered ~~COVID-19~~into ~~outbreak as~~ a ~~pandemic,~~private ~~based~~placement onagreement ~~the~~with ~~rapid~~an ~~increase~~agent in ~~exposure~~connection ~~globally.~~with ~~The full~~a ~~impact~~potential ofBusiness ~~the~~Combination. ~~COVID-19~~Pursuant ~~outbreak continues~~ to ~~evolve. The impact of~~ the ~~COVID-19~~agreement, ~~outbreak on~~ the Company’s ~~results~~agreed ofto ~~operations, financial~~pay ~~position~~the ~~and~~advisor ~~cash~~a ~~flows~~placement ~~will~~agent ~~depend~~fee ~~on future developments, including the duration and spread~~ of ~~the~~up ~~outbreak and related~~to ~~advisories and restrictions~~4.5% ~~These developments and the impact~~ of the ~~COVID-19~~gross ~~outbreak~~proceeds onraised in the ~~financial~~private ~~markets~~placement, ~~and~~if the ~~overall economy~~Business ~~are~~Combination ~~highly~~is ~~uncertain and cannot be predicted~~consummated. IfThe ~~the~~fees ~~financial markets and/or the overall economy~~ are ~~impacted~~payable ~~for an extended~~upon ~~period,~~ the ~~Company’s~~closing ~~results~~ of ~~operations,~~the ~~financial~~Business ~~position~~Combination, and ~~cash flows may be materially adversely affected. Additionally,~~ the Company’s ~~ability~~is tonot ~~complete~~obligated ~~an Initial Business Combination may be materially adversely affected due~~ to ~~significant governmental~~pay ~~measures~~these ~~being~~fees ~~implemented~~if tono ~~contain~~Business ~~the~~Combination ~~COVID-19~~is ~~outbreak or treat its impact, including travel restrictions, the~~consummated. ~~shutdown~~These offees ~~businesses~~are ~~and~~an ~~quarantines,~~unrecognized ~~among~~contingent ~~others~~liability, ~~which~~as ~~may~~closing ~~limit the Company’s ability to have meetings with potential investors or affect the ability~~ of a potential ~~target company’s personnel, vendors and service providers to negotiate and consummate an Initial~~ Business Combination inwas anot ~~timely~~considered ~~manner. The Company’s ability to consummate an Initial Business Combination~~probable ~~may~~as ~~also~~of beSeptember ~~dependent on the ability to raise additional equity and debt financing~~30, ~~which may be impacted by the COVID-19 outbreak and the resulting market downturn~~2020.

~~NOTE~~Risk and ~~6. SHAREHOLDERS’ EQUITY~~Uncertainties

~~Class~~On January A30, ~~Ordinary~~2020, ~~Shares~~the —World Health Organization (“WHO”) announced a global health emergency because of a new strain ~~The~~of ~~Company~~coronavirus is(the ~~authorized~~“COVID-19 tooutbreak”). ~~issue~~In ~~200~~March 2020,~~000,000~~ ~~Class~~the AWHO ~~ordinary~~classified ~~shares~~the ~~with~~COVID-19 outbreak as a ~~par~~pandemic, ~~value~~based on ofthe $0rapid increase in exposure globally.~~0001~~ ~~per~~The ~~share~~full impact of the COVID-19 outbreak continues to evolve. AsThe impact of ~~June~~the 30COVID-19 outbreak on the Company’s results of operations, ~~2020~~financial position and cash flows will depend on future developments, including the duration and ~~December~~spread 31of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, ~~2019~~the Company’s results of operations, ~~there~~financial ~~were~~position and 25cash flows may be materially adversely affected. Additionally,~~981,000~~ ~~Class~~the ACompany’s ~~ordinary~~ability ~~shares~~to ~~outstanding~~complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including 23travel restrictions,~~874,970~~ the shutdown of businesses and 23quarantines,~~959,607~~ ~~Class~~among Aothers, ~~ordinary~~which may ~~shares~~limit ~~subject~~the Company’s ability to ~~possible~~have ~~redemption~~meetings ~~which~~with ~~were~~potential ~~classified~~investors asor ~~temporary~~affect ~~equity~~the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ~~accompanying~~ability ~~balance~~to ~~sheets~~raise additional equity and debt financing, ~~respectively~~which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share held. As of June 30, 2020 and December 31, 2019, there were 6,325,000 Class B ordinary shares outstanding. Of the 6,325,000 Class B ordinary shares, an aggregate of up to 825,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares). On August 2, 2019, the over-allotment option was exercised in full. Accordingly, no Class B ordinary shares were forfeited. 12

~~Holders of the Class A ordinary shares~~NETFIN ~~and~~ACQUISITION holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business CombinationCORP.

12NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NETFIN~~NOTE 6. ~~ACQUISITION~~SHAREHOLDERS’ ~~CORP.~~EQUITY

~~NOTES~~Class A TOOrdinary ~~UNAUDITED~~Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 ~~CONDENSED~~per ~~FINANCIAL~~share. ~~STATEMENTS~~As of September 30, 2020 and December 31, 2019, there were 25,981,000 Class A ordinary shares outstanding, including 23,829,895 and 23,959,607 Class A ordinary shares subject to possible redemption which were classified as temporary equity in the accompanying balance sheets, respectively.

~~The~~ Class B ~~ordinary~~Ordinary ~~shares~~Shares ~~will~~— ~~automatically convert~~The ~~into~~Company ~~Class~~is Aauthorized ~~ordinary~~to ~~shares~~issue at20,000,000 ~~the~~Class ~~time~~B ofordinary ~~the~~shares ~~initial~~with ~~Business Combination on~~ a ~~one-for-one~~par ~~basis~~value ~~(as~~of ~~adjusted)~~$0. ~~In the~~0001 ~~case~~per ~~that~~share. ~~additional~~Holders of Class AB ordinary shares ~~or equity-linked securities~~ are ~~issued~~entitled orto ~~deemed~~one ~~issued~~vote infor ~~connection~~each ~~with the initial Business Combination, the number of~~ Class AB ordinary ~~shares~~share ~~issuable~~held. ~~upon~~As ~~conversion~~ of ~~all~~September ~~Founder~~30, 2020 ~~Shares~~and ~~will~~December ~~equal~~31, ~~in the aggregate~~2019, ~~20%~~ ofthere ~~the~~were ~~total~~6,325,000 ~~number of~~ Class AB ordinary shares outstanding. ~~after~~Of ~~such conversion (excluding~~ the ~~private~~6,325,000 ~~placement shares underlying the private placement units and after giving effect to any redemptions of~~ Class AB ordinary shares ~~by public shareholders)~~, ~~including~~ ~~the~~an ~~total~~aggregate ~~number~~ of ~~Class~~up Ato ~~ordinary~~825,000 shares ~~issued,~~were orsubject ~~deemed~~to ~~issued~~forfeiture orto ~~issuable~~the ~~upon~~Company ~~conversion or exercise of any equity-linked securities or rights issued or deemed issued,~~ by the ~~Company~~Sponsor infor ~~connection~~no ~~with~~consideration ~~or in relation~~ to the ~~consummation~~extent that of the ~~initial Business~~underwriters’ ~~Combination,~~over-allotment ~~excluding~~option ~~any~~was ~~Class~~not Aexercised ~~ordinary~~in ~~shares~~full or ~~equity-linked~~in ~~securities~~part, ~~exercisable~~so ~~for~~that orthe ~~convertible~~initial ~~into~~shareholders ~~Class~~would Acollectively ~~ordinary~~own ~~shares~~20% ~~issued,~~of orthe toCompany’s be issued, toand ~~any~~outstanding ~~seller~~ordinary inshares after the ~~initial~~Initial ~~Business~~Public ~~Combination~~Offering ~~and~~(excluding the ~~any~~Private ~~private~~Placement ~~placement-equivalent units~~Shares). ~~issued~~On toAugust ~~the~~2, ~~Sponsor~~2019, ~~officers~~the orover-allotment ~~directors~~option ~~upon~~was ~~conversion~~exercised ofin ~~Working~~full. ~~Capital~~Accordingly, ~~Loans;~~no ~~provided~~Class ~~that~~B ~~such conversion of Founder~~ordinary ~~Shares~~shares ~~will~~were ~~never occur on a less than one-for-one basis~~forfeited.

~~Preferred Shares —~~Holders ~~The~~of ~~Company~~the isClass ~~authorized~~A toordinary ~~issue~~shares ~~1,000,000~~and ~~preferred~~holders ~~shares~~of ~~with~~the ~~such~~Class ~~designations,~~B ~~voting~~ordinary ~~and~~shares ~~other~~will ~~rights~~vote ~~and~~together ~~preferences~~ as ~~may~~ bea ~~determined~~single ~~from~~class ~~time~~on all matters submitted to ~~time~~a byvote of the Company’s ~~board~~shareholders, ofexcept ~~directors.~~as Asrequired ofby ~~June~~law ~~30,~~or ~~2020~~stock ~~and~~exchange ~~December~~rule; ~~31,~~provided ~~2019,~~that ~~there~~only ~~were~~holders noof ~~preferred~~the Class B ordinary shares ~~issued~~have orthe ~~outstanding~~right to vote on the election of the Company’s directors prior to the initial Business Combination.

~~Warrants —~~ The ~~Public~~ ~~Warrants~~Class ~~will~~B ~~become~~ordinary ~~exercisable~~shares onwill ~~the~~automatically ~~later~~convert ofinto (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares ~~issuable~~at ~~upon~~the ~~exercise~~time of the ~~warrants~~initial ~~and~~Business ~~a current prospectus relating~~Combination ~~to them is available (or the Company permits holders to exercise their warrants~~ on a ~~cashless~~one-for-one basis ~~and~~(as ~~such cashless exercise is exempt from registration under the Securities Act~~adjusted). ~~The~~In ~~Company~~the ~~has~~case ~~agreed~~ that asadditional ~~soon~~Class asA ~~practicable,~~ordinary ~~but~~shares inor noequity-linked ~~event~~securities ~~later~~are issued ~~than~~or 15deemed ~~business~~issued ~~days~~in ~~after~~connection ~~the~~with ~~closing of~~ the initial Business Combination, the ~~Company~~number ~~will~~of ~~use its best efforts to file with the SEC and have an effective registration statement covering the~~ Class A ordinary shares issuable upon ~~exercise~~ conversion of ~~the~~all ~~warrants and~~Founder toShares ~~maintain~~will aequal, ~~current~~in ~~prospectus relating to those Class A ordinary shares until~~ the ~~warrants expire or are redeemed~~aggregate, as20% ~~specified in~~of the ~~warrant~~total ~~agreement.~~number Ifof ~~a registration statement covering the~~ Class A ordinary shares ~~issuable~~outstanding ~~upon~~after ~~exercise of the warrants~~such isconversion ~~not~~(excluding ~~effective by~~ the ~~60th~~private ~~business~~placement ~~day~~shares ~~after~~underlying the ~~closing~~private ofplacement ~~the~~units ~~initial Business Combination, warrant holders may, until such time as there is an effective registration statement~~ and ~~during~~after ~~any~~giving ~~period~~effect ~~when the Company will have failed~~ to ~~maintain~~any redemptions anof ~~effective~~Class ~~registration~~A ~~statement,~~ordinary ~~exercise~~shares ~~warrants~~by onpublic ~~a “cashless basis” in accordance with Section 3(a~~shareholders)~~(9)~~, ~~of the~~including ~~Securities Act or another exemption. Notwithstanding~~ the ~~above,~~total ifnumber ~~the~~of ~~Company’s~~ Class A ordinary shares ~~are~~issued, ator ~~the~~deemed ~~time~~issued ofor ~~any~~issuable ~~exercise~~upon ofconversion aor ~~warrant~~exercise ~~not~~of ~~listed~~any onequity-linked asecurities ~~national~~or ~~securities~~rights ~~exchange~~issued ~~such~~or ~~that~~deemed ~~they~~issued, ~~satisfy~~by the ~~definition~~Company ofin ~~a “covered~~connection ~~security”~~with ~~under~~or ~~Section~~in ~~18(b)(1)~~relation ofto the ~~Securities~~consummation ~~Act,~~of the ~~Company~~initial ~~may~~Business Combination, atexcluding ~~its~~any ~~option,~~Class ~~require~~A ~~holders~~ordinary ofshares ~~Public~~or ~~Warrants~~equity-linked ~~who~~securities ~~exercise~~exercisable ~~their~~for ~~warrants~~or toconvertible dointo soClass onA aordinary ~~“cashless~~shares ~~basis” in accordance with Section 3(a)(9) of the Securities Act and~~issued, inor ~~the~~to ~~event~~be ~~the Company so elect~~issued, ~~the Company will not be required~~ to ~~file~~any orseller ~~maintain~~ in ~~effect~~the ainitial ~~registration statement,~~Business Combination and inany ~~the~~private ~~event~~placement-equivalent ~~the~~units ~~Company~~issued ~~does~~to ~~not~~the ~~so elect~~Sponsor, ~~the~~officers ~~Company~~or ~~will~~directors ~~use~~upon ~~its~~conversion ~~best~~of ~~efforts~~Working Capital toLoans; ~~register~~provided orthat ~~qualify~~such ~~the~~conversion ~~shares~~of ~~under~~Founder ~~applicable blue~~Shares ~~sky~~will ~~laws~~never tooccur ~~the~~on ~~extent~~a anless ~~exemption~~than isone-for-one ~~not available~~basis.

Preferred Shares — The ~~warrants~~Company ~~will~~is ~~expire~~authorized ~~five~~to ~~years~~issue ~~after~~1,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the ~~completion~~Company’s board of adirectors. ~~Business~~As ~~Combination~~of orSeptember ~~earlier~~30, ~~upon~~2020 and ~~redemption~~December 31, 2019, there were no preferred shares issued or ~~liquidation~~outstanding.

Warrants — The ~~Private~~Public ~~Placement~~ Warrants ~~are~~will ~~identical to~~become exercisable on the ~~Public~~later ~~Warrants~~of ~~underlying~~(a) 30 days after the ~~Units~~completion ~~sold~~of ina Business Combination or (b) 12 months from the closing of the Initial Public Offering,; ~~except~~provided in each case that the ~~Private~~Company ~~Placement~~has ~~Warrants~~an ~~and~~effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the ~~Private~~warrants ~~Placement~~and ~~Warrants,~~a socurrent ~~long~~prospectus relating asto ~~they~~them ~~are~~is ~~held~~available by(or the ~~Sponsor~~Company orpermits ~~its~~holders ~~permitted~~to exercise their warrants on a cashless basis and such cashless ~~transferees,~~exercise (iis exempt from registration under the Securities Act). ~~will~~The ~~not~~Company behas ~~redeemable~~agreed bythat as soon as practicable, but in no event later than 15 business days after the ~~Company~~closing of the initial Business Combination, ~~(ii)~~the ~~may~~Company ~~not~~will ~~(including~~use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of ~~these~~the warrants), ~~subject~~and to ~~certain~~maintain ~~limited~~a ~~exceptions,~~current beprospectus ~~transferred,~~relating ~~assigned~~to those Class A ordinary shares until the warrants expire or ~~sold~~are redeemed, byas specified in the ~~holders~~warrant ~~until~~agreement. 30If ~~days~~a ~~after~~registration statement covering the Class A ordinary shares issuable upon exercise of the ~~completion~~warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant ~~(iii)~~holders may, beuntil ~~exercised~~such bytime as there is an effective registration statement and during any period when the ~~holders~~Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” ~~and~~in accordance with Section 3(iva)(9) ~~will~~of ~~be entitled~~the toSecurities ~~registration~~Act ~~rights~~or another exemption. IfNotwithstanding the ~~Private~~above, ~~Placement~~if ~~Warrants~~the Company’s Class A ordinary shares are ~~held~~at bythe ~~holders~~time ~~other~~of ~~than~~any exercise of a warrant not listed on a national securities exchange such that they satisfy the ~~Sponsor~~definition of ora “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its ~~permitted~~option, require holders ~~transferees~~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 ~~Private~~event ~~Placement~~the ~~Warrants~~Company so elect, the Company will not be ~~redeemable~~required byto ~~the~~file ~~Company~~or maintain in effect a registration statement, and ~~exercisable~~in bythe event the ~~holders~~Company ondoes not so elect, the ~~same~~Company ~~basis~~will use its best efforts to register or qualify the shares asunder applicable blue sky laws to the ~~Public~~extent ~~Warrants~~an exemption is not available.

NETFIN ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The warrants ~~Company~~will ~~may~~expire ~~call~~five years after the ~~Public~~completion ~~Warrants for~~of ~~redemption~~a ~~(except~~Business ~~with~~Combination ~~respect~~or toearlier ~~the~~upon ~~Private~~redemption ~~Placement~~or ~~Warrants):~~liquidation.

●The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in ~~whole~~the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not inbe ~~part;~~redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 the Company and exercisable by the holders on the same basis as the Public Warrants.

●The Company atmay acall ~~price~~the ofPublic ~~$0.01~~Warrants ~~per~~for ~~warrant;~~redemption (except with respect to the Private Placement Warrants):

● ~~upon~~in awhole ~~minimum~~and ofnot 30in ~~days’ prior written notice of redemption~~part; ~~and~~

● ~~if,~~at ~~and~~a ~~only if, the last reported closing~~ price of ~~the Class A ordinary shares equals or exceeds~~ $180.0001 per ~~share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the~~ warrant ~~holders.~~;

If● ~~the~~upon ~~Company~~a ~~calls~~minimum ~~the~~of ~~Public~~30 ~~Warrants for~~days’ ~~redemption,~~prior ~~management~~written ~~will~~notice ~~have~~of ~~the~~redemption; ~~option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.~~and

In● ~~addition~~if, ifand ~~(x)~~only if, the ~~Company~~last ~~issues additional~~reported ~~Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the~~ closing price of the ~~initial~~ ~~Business~~Class ~~Combination~~A atordinary anshares ~~issue~~equals ~~price~~ or ~~effective~~exceeds ~~issue price of less than~~ $918.2000 per ~~Class A ordinary~~ share ~~(with~~for ~~such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of~~ any ~~such~~20 issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination, and (z) the volume weighted average trading ~~price~~days ofwithin ~~Class~~a ~~A ordinary shares during the 10~~ 30-trading day period ~~starting~~ending on the third trading day ~~after~~prior to the ~~day~~date on which the Company ~~consummates~~sends the ~~initial~~notice ~~Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price~~ of ~~the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share~~ redemption ~~trigger will be adjusted (~~to the ~~nearest~~warrant ~~cent) to be equal to 180% of the Market Value~~holders.

~~Additionally, in no event will the Company be required to net cash settle any Warrants.~~ If ~~the Company is unable to complete the Initial Business Combination within the combination~~ ~~period and~~ the Company ~~liquidates~~calls the ~~funds~~Public ~~held~~Warrants infor ~~the Trust Account~~redemption, ~~holders~~management ~~of warrants~~ will ~~not~~have ~~receive~~the ~~any~~option ~~of such funds with respect~~ to ~~their~~require ~~warrants,~~all ~~nor~~holders ~~will~~that ~~they~~wish ~~receive~~to ~~any distribution from~~ exercise the ~~Company’s~~Public ~~assets~~Warrants ~~held~~to ~~outside~~do ofso ~~the~~on ~~Trust~~a ~~Account with~~“cashless ~~the~~basis,” ~~respect~~as todescribed ~~such~~in ~~warrants. Accordingly,~~ the ~~warrants~~warrant ~~may expire worthless~~agreement.

~~NOTE~~In addition, 7if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ~~FAIR~~Class ~~VALUE~~A ~~MEASUREMENTS~~ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination, and (z) the volume weighted average trading price of Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

~~The~~Additionally, in no event will the Company ~~follows~~be required to net cash settle any Warrants. If the ~~guidance~~Company inis ~~ASC~~unable to complete the Initial Business ~~820~~Combination ~~for~~within ~~its~~the ~~financial~~combination ~~assets~~period and ~~liabilities~~the ~~that~~Company ~~are~~liquidates ~~re-measured~~the ~~and~~funds ~~reported~~held atin ~~fair~~the ~~value~~Trust atAccount, ~~each~~holders ~~reporting~~of ~~period~~warrants will not receive any of such funds with respect to their warrants, ~~and~~nor ~~non-financial~~will they receive any distribution from the Company’s assets ~~and~~held ~~liabilities~~outside ~~that~~of ~~are~~the ~~re-measured~~Trust ~~and~~Account ~~reported~~with atthe ~~fair~~respect ~~value~~to atsuch ~~least~~warrants. ~~annually~~Accordingly, the warrants may expire worthless.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 14

●NETFIN ACQUISITION ~~Level 1: Quoted prices in active markets for identical assets or liabilities~~CORP. ~~An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.~~

●NOTES TO ~~Level~~UNAUDITED 2:CONDENSED ~~Observable~~CONSOLIDATED ~~inputs~~FINANCIAL other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.STATEMENTS

●NOTE 7. ~~Level~~FAIR 3:VALUE ~~Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.~~MEASUREMENTS

14The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

~~NETFIN~~The fair ~~ACQUISITION~~value ~~CORP~~of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

~~NOTES~~● TOLevel ~~UNAUDITED CONDENSED~~1: ~~FINANCIAL~~Quoted ~~STATEMENTS~~prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Description	Level		June 30, 2020		December 31, 2019
Assets:
Cash and marketable securities held in Trust Account		1	$	257,220,012	$	255,080,087

●

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

~~Approximately~~● ~~$25,000~~Level ~~and~~3: ~~$50,000~~Unobservable ofinputs ~~the balance~~based ~~held~~on inthe ~~Trust~~Company’s ~~Account~~assessment ~~was~~of ~~held~~the inassumptions ~~cash~~that ~~equivalents~~market asparticipants ofwould ~~June~~use ~~30,~~in ~~2020~~pricing ~~and~~the ~~December~~asset ~~31,~~or ~~2019, respectively~~liability.

NOTE 8. SUBSEQUENT EVENTS

Description	Level	September 30, 2020		December 31, 2019
Assets:
Cash and marketable securities held in Trust Account	1	$	257,257,704	$	255,080,087

~~On July 29, 2020, the Company entered into~~Approximately ~~a business combination agreement (the “Business Combination Agreement”) with Netfin Holdco~~$27,000 aand ~~Cayman Islands exempted company (“Holdco”)~~$50,000 ~~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~~balance ~~Representative),~~held ~~Symphonia~~in ~~Strategic~~Trust ~~Opportunities Limited,~~Account awas ~~Mauritius~~held ~~private~~in ~~company~~cash ~~limited~~equivalents 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 the Company, with the Company continuing as ~~the surviving company, as a result~~ of ~~which~~September ~~(a) the Company will become a wholly-owned subsidiary of Holdco~~30, ~~(b)~~2020 ~~each issued~~ and ~~outstanding~~December ~~unit of the Company~~31, ~~consisting of one Class A ordinary~~ ~~share and one warrant~~2019, shall be automatically detached and the holder thereof shall be deemed to hold one Class A ordinary share and one warrant of the Company, (c) each issued and outstanding Class A ordinary share and Class B ordinary share (together with the Class A ordinary 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 ordinary 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 Pterespectively. Ltd, a Singapore private company limited by shares (the “Target”), from the Sellers. Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Target will become a wholly-owned subsidiary of Holdco, which will subsequently be renamed as “Triterras.”

~~The aggregate value of the consideration to be paid to Sellers~~NOTE ~~in the Business Combination is approximately $585,000,000, of which (i) approximately $525,000,000 will be paid in the form of Holdco Ordinary Shares, valued at $10~~8.17 ~~per~~PROPOSED ~~Holdco~~BUSINESS Ordinary Share and (ii) $60 million will be paid in cash (the “Cash Consideration”). In addition, the Sellers will be entitled to receive earnout consideration of up to an additional 5,000,000 Holdco Ordinary Shares upon Holdco meeting certain financial or share price thresholds. The Cash Consideration will come from the proceeds available from the Trust Account, after giving effect to any and all redemptions.COMBINATION

~~The~~On July ~~parties~~29, to2020, the ~~Business~~Company ~~Combination Agreement~~entered ~~have~~into ~~made~~a ~~customary~~Business ~~representations~~Combination Agreement, ~~warranties~~by and ~~covenants~~among in the ~~Business~~Company, ~~Combination Agreement~~Holdco, ~~including~~Merger Sub, ~~among~~the Sellers ~~others~~and MVR Netfin LLC, ~~covenants~~as ~~with~~the ~~respect~~Netfin Representative, pursuant to ~~the~~which ~~conduct~~(i) Merger ofSub ~~the~~will ~~Company~~merge with and into Netfin, with Netfin continuing as the ~~Sellers~~surviving company, ~~the~~as ~~Target~~a ~~and~~result ~~their~~of ~~respective~~which ~~subsidiaries~~(a) Netfin ~~prior~~will ~~to the~~become ~~closing~~a wholly-owned subsidiary of Holdco, ~~the~~(b) each ~~Business~~issued ~~Combination.~~and ~~Each~~outstanding Netfin Unit, consisting of ~~the~~one ~~Company~~Class A Shares and one Netfin Warrant, shall be automatically detached and the holder thereof shall be deemed to hold one Class A Share and one Netfin ~~Representative~~Warrant, ~~Merger~~(c) each issued ~~Sub~~and outstanding Ordinary Shares will be cancelled and cease to exist and the ~~Sellers~~holders ~~have~~thereof ~~agreed~~will receive one Holdco Ordinary toShare ~~use~~for ~~their~~each ~~reasonable~~Ordinary ~~best~~Share ~~efforts~~and (d) each outstanding warrant to ~~cause~~purchase a Class A Share will be assumed by Holdco and will become exercisable for one Holdco Warrant, and (ii) Holdco will acquire all of the issued and outstanding ordinary shares of Fintech, from the Sellers. Upon consummation of the Business Combination, toFintech will become a wholly-owned subsidiary of Holdco, which will subsequently be ~~consummated~~renamed as “Triterras, Inc.”

The aggregate ~~closing~~value of the ~~Business~~consideration ~~Combination (the~~to ~~“Closing”)~~be ispaid ~~subject~~ to ~~certain~~Sellers ~~conditions,~~in ~~including,~~the ~~among~~Business ~~other~~Combination ~~things~~is approximately $585,000,000, of which (i) ~~approval~~approximately of$525,000,000 ~~the~~will ~~Business~~be ~~Combination by~~paid ~~holders~~in the form of ~~the~~Holdco Ordinary Shares, ~~(ii)~~valued ~~approval~~at of$10.17 ~~the~~per ~~listing~~Holdco ofOrdinary ~~the~~Share and ~~Holdco~~(ii) ~~Ordinary~~$60 ~~Shares~~million towill be ~~issued~~paid in ~~connection~~cash ~~with~~ (the ~~Business~~ ~~Combination~~“Cash onConsideration”). In addition, the ~~Nasdaq~~Sellers ~~Stock~~will ~~Market~~be ~~(“Nasdaq”),~~entitled ~~(iii)~~to receive ~~the~~earnout ~~Company~~consideration ~~having~~of atup ~~least~~to $5an additional 15,000,~~001~~000 inHoldco ~~net~~Ordinary ~~tangible assets~~Shares atupon ~~the~~Holdco ~~closing~~meeting ofcertain ~~the~~financial ~~Business~~or share ~~Combination~~price ~~after~~thresholds. ~~giving~~The ~~effect~~Cash toConsideration ~~redemptions~~will ofcome ~~Class~~from Athe ~~ordinary~~proceeds ~~shares,~~available iffrom ~~any, and (iv)~~ the ~~effectiveness~~Trust ofAccount, ~~the~~after ~~Registration~~giving ~~Statement~~effect to ~~(as~~any ~~defined~~and ~~below)~~all redemptions.

The parties to the Business Combination Agreement ~~may be~~have ~~terminated~~made ~~under~~customary ~~certain~~representations, ~~circumstances~~warranties and covenants in the Business Combination Agreement, including, among others, ~~(i)~~covenants bywith ~~mutual~~respect ~~written~~to ~~consent of~~ the ~~Sellers~~conduct ~~and~~of the Company, ~~(ii)~~ if the ~~Closing~~Sellers, ~~has~~the ~~not~~Target ~~occurred~~and ontheir orrespective subsidiaries prior to ~~July~~the ~~28,~~closing ~~2021 for any reason other than delay and/or non-performance~~ of the ~~party~~ ~~seeking~~Business ~~such~~Combination. ~~termination,~~Each ~~(iii) a breach~~ of the ~~terms~~Company, of the ~~Business~~Netfin ~~Combination~~Representative, ~~Agreement~~Merger ~~that~~Sub ~~is not capable of being~~and ~~cured~~the orSellers ishave ~~not~~agreed ~~cured~~to byuse ~~the~~their ~~breaching~~reasonable ~~party~~best ~~within~~efforts 30to ~~days~~cause ~~and (iv) if~~ the ~~Company’s~~Business ~~shareholders~~Combination doto ~~not~~be ~~approve the Business Combination~~consummated.

~~Other Agreements to be Executed at Closing~~ 15

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

~~Lock-Up~~NOTES TO ~~Agreement~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AtThe closing of the Business Combination (the “Closing,”) ~~Holdco~~is ~~will~~subject ~~enter~~to ~~into a~~certain ~~lock-up~~conditions, ~~agreement~~including, ~~with~~among ~~IKON~~other ~~and~~things, (i) ~~SSOL~~approval ~~pursuant~~of tothe ~~which~~Business ~~they~~Combination ~~will~~by ~~agree~~holders toof ~~not~~the ~~transfer,~~Ordinary ~~sell~~Shares, ~~assign~~(ii) orapproval ~~otherwise~~of ~~dispose~~the listing of the Holdco Ordinary Shares ~~they~~to ~~receive~~be issued in connection with the Business Combination ~~prior~~on tothe ~~three~~Nasdaq ~~and~~Stock ~~six~~Market ~~months~~(“Nasdaq”), ~~respectively~~(iii) the Company having at least $5,000,001 ~~subject~~in net tangible assets at the closing of the Business Combination after giving effect to ~~certain~~redemptions ~~exceptions~~of ~~set~~Class ~~forth~~A ~~therein~~ordinary shares, if any, and (iv) the effectiveness of the Registration Statement (as defined below).

~~Registration~~The Business ~~Rights~~Combination Agreement may be terminated under certain circumstances, including, among others, (i) by mutual written consent of the Sellers and the Company, (ii) if the Closing has not occurred on or prior to July 28, 2021 for any reason other than delay and/or non-performance of the party seeking such termination, (iii) a breach of the terms of the Business Combination Agreement that is not capable of being cured or is not cured by the breaching party within 30 days and (iv) if the Company’s shareholders do not approve the Business Combination.

~~At the Closing, Holdco will enter into a registration rights~~Other ~~agreement~~Agreements ~~with the Company, the Netfin Representative and the Sellers, pursuant~~ to ~~which they will~~ be ~~granted~~Executed ~~certain~~at 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.

15The Business Combination Agreement also contemplates the execution by the parties of various agreements at the Closing, including, among others, the below.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Lock-Up Agreement

~~References~~At the toClosing, ~~the “Company~~Holdco,” “Netfin ~~Acquisition~~and ~~Corp.”~~the ~~“our~~Sponsor will enter into a lock-up agreement with the Sellers,” ~~“us”~~and orany ~~“we”~~of ~~refer~~their torespective ~~Netfin~~transferees, ~~Acquisition~~successors ~~Corp.~~or ~~The~~assigns, ~~following~~pursuant ~~discussion~~to ~~and~~which ~~analysis~~they ofwill ~~the~~agree ~~Company’s~~to ~~financial~~not ~~condition~~transfer, ~~and~~sell, ~~results~~assign or otherwise dispose of ~~operations~~the ~~should~~Holdco beOrdinary ~~read~~Shares inthey ~~conjunction~~receive ~~with~~in the ~~unaudited~~Business ~~condensed~~Combination ~~financial~~prior ~~statements~~to ~~and~~(i) three ~~the~~months ~~notes~~with ~~thereto~~respect ~~contained~~to ~~elsewhere~~10% inof ~~this~~their Holdco ~~report.~~Ordinary ~~Certain~~Shares ~~information~~and ~~contained~~(ii) six inmonths ~~the~~with ~~discussion~~respect ~~and~~to ~~analysis~~the ~~set~~remaining ~~forth~~90% ~~below~~of ~~includes~~their ~~forward-looking~~Holdco ~~statements~~Ordinary ~~that~~Shares, ~~involve~~subject to certain ~~risks~~exceptions ~~and~~set ~~uncertainties~~forth therein.

~~Cautionary~~Registration Rights ~~Note Regarding Forward-Looking Statements~~Agreement

~~This Quarterly Report~~At ~~on Form 10-Q includes forward-looking statements within~~ the ~~meaning of Section 27A of the Securities Act of 1933~~Closing, asHoldco ~~amended~~will ~~(the “Securities~~enter ~~Act”),~~into ~~and~~a ~~Section~~registration ~~21E~~rights ofagreement ~~the~~with ~~Securities Exchange Act of 1934~~Netfin, ~~as amended (~~the ~~“Exchange~~Sponsor ~~Act”). We have based these forward-looking statements on our current expectations~~ and ~~projections~~the ~~about~~Sellers ~~future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance~~ (or ~~achievements to be materially different from~~ any ~~future results, levels~~ of ~~activity,~~the ~~performance or~~Sellers’ ~~achievements~~respective ~~expressed or implied by such forward-looking statements. In some cases~~transferees, ~~you~~successors can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or ~~the negative of such terms or other similar expressions. A number of factors could cause actual events~~assigns), ~~performance~~pursuant ~~or results~~ to ~~differ~~which ~~materially from~~they ~~the~~will ~~events,~~be ~~performance~~granted ~~and~~certain ~~results~~resale ~~discussed~~registration inrights ~~the forward-looking statements. For information identifying important factors~~with ~~that~~respect ~~could cause actual results~~ to ~~differ~~any ~~materially~~Holdco ~~from~~Ordinary ~~those~~Shares ~~anticipated~~or inHoldco ~~the~~Warrants ~~forward-looking~~(including ~~statements, please refer to~~ the ~~Risk~~underlying ~~Factors~~Holdco ~~section~~ordinary ofshares ~~the~~issued ~~Company’s~~upon ~~Annual Report on Form 10-K for~~ the ~~period ending December 31, 2019 filed with the~~exercise ~~U.S.~~of ~~Securities~~such ~~and Exchange Commission (the “SEC”~~warrants) onheld ~~March~~by ~~11,~~them ~~2020 and Part II, Item 1A. Risk Factors herein. The Company’s securities filings can be accessed~~ on ~~the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention~~ or ~~obligation~~prior to ~~update~~the ordate ~~revise any forward-looking statements whether as a result~~ of ~~new information, future events or otherwise~~Closing.

~~Overview~~NOTE 9. SUBSEQUENT EVENTS

~~We are a blank check~~The ~~company~~Company ~~incorporated~~evaluated assubsequent aevents ~~Cayman~~and ~~Islands~~transactions ~~exempted~~that ~~company~~occurred onafter ~~April 24, 2019 for~~ the ~~purpose~~balance ofsheet ~~effecting~~date aup merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to ~~a particular industry or sector for purposes of consummating a Business Combination,~~ the ~~Company~~date intends to focus its search for targets in the financial technology, technology and financial services industries, including those 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. We are an~~ ~~early~~statements ~~stage~~were ~~and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies~~issued. ~~Our sponsor is MVR Netfin LLC, a Nevada limited liability company (the “Sponsor”).~~

The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on July 30, 2019. On August 2, 2019, we consummated the Initial Public Offering of 25,300,000 units (each, a “Unit” and collectively, the “Units”), including the issuance of 3,300,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $253.0 million, and incurring offering costs of approximately $14.6 million, inclusive of approximately $8.9 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one redeemable warrant (each, a “Public Warrant”) to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. 16

~~Simultaneously with~~Item ~~the~~2. ~~closing~~Management’s ofDiscussion ~~the~~and ~~Initial~~Analysis ~~Public Offering, we consummated a private placement~~ of ~~681,000~~Financial ~~units~~Condition ~~(the~~and ~~“Private~~Results ~~Placement Units”) to the Sponsor at $10.00 per Private Placement Unit, generating gross proceeds~~ of $6Operations.~~81 million (the “Private Placement”).~~

~~Upon the closing of~~References ~~the~~to ~~Initial Public Offering and~~ the ~~Private Placement~~“Company,” ~~$253.0~~“Netfin ~~million,~~Acquisition ~~made~~Corp.” ~~up of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement~~“our,” ~~was~~“us” ~~placed~~or ~~in a trust account (the~~ “~~Trust Account~~we”), ~~located~~refer into ~~the~~Netfin ~~United~~Acquisition ~~States at J~~Corp.P. ~~Morgan~~The ~~Chase~~following ~~Bank,~~discussion ~~N.A., with Continental Stock Transfer & Trust Company acting as trustee,~~ and ~~was~~ ~~invested~~analysis ~~only in U.S. government securities, within the meaning set forth in Section 2(a)(16)~~ of the ~~Investment~~ Company’s ~~Act, having~~financial acondition ~~maturity~~and results of ~~185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the~~operations ~~Investment~~should ~~Company Act which invest only in direct U.S. government treasury obligations. These funds will~~ be ~~held~~read in ~~the~~conjunction ~~Trust Account~~with ~~until~~ the ~~earlier~~unaudited ~~of:~~condensed ~~(i)~~consolidated ~~the~~financial ~~completion~~statements ~~of a Business Combination~~ and ~~(ii)~~ the ~~distribution~~notes ofthereto ~~the~~contained ~~Trust Account. Our~~elsewhere ~~management~~in ~~has~~this ~~broad~~report. ~~discretion~~Certain ~~with~~information ~~respect~~contained toin the ~~specific~~discussion ~~application of the net proceeds of the Initial Public Offering~~ and ~~the~~ ~~sale~~analysis ofset ~~Private~~forth ~~Placement~~below ~~Units,~~includes ~~although~~forward-looking ~~substantially all of the net proceeds are intended to be applied generally toward~~statements ~~consummating~~that ainvolve ~~Business~~risks ~~Combination~~and uncertainties.

16Cautionary Note Regarding Forward-Looking Statements

IfThis Quarterly weReport ~~are~~on ~~unable~~Form ~~to complete~~10-Q aincludes ~~Business~~forward-looking ~~Combination~~statements within 18the ~~months~~meaning ~~from~~of ~~the~~Section ~~closing~~27A of the ~~Initial~~Securities ~~Public~~Act ~~Offering~~of 1933, as oramended ~~February~~(the 2“Securities Act”), ~~2021~~and Section 21E of the Securities Exchange Act of 1934, as amended (the “~~Combination~~Exchange ~~Period~~Act”),. weWe ~~will~~have ~~(i)~~based ~~cease~~these ~~all~~forward-looking ~~operations~~statements ~~except~~on ~~for~~our ~~the~~current ~~purpose~~expectations ofand ~~winding~~projections upabout future events. These forward-looking statements are subject to known and unknown risks, ~~(ii)~~uncertainties asand ~~promptly~~assumptions asabout ~~reasonably~~us ~~possible but~~that ~~not~~may ~~more~~cause ~~than~~our ~~ten~~actual results, ~~business~~levels ~~days~~of ~~thereafter~~activity, ~~redeem~~performance ~~the~~or ~~Public~~achievements ~~Shares~~to be materially different from any future results, atlevels aof ~~per~~activity, performance or achievements expressed or implied by such forward-~~share~~looking ~~price,~~statements. ~~payable~~In insome ~~cash~~cases, ~~equal~~you tocan ~~the~~identify ~~aggregate~~forward-looking ~~amount~~statements ~~then~~by onterminology ~~deposit~~such inas ~~the~~“may,” ~~Trust~~“should,” ~~Account~~“could,” ~~including~~“would,” ~~interest~~“expect,” “plan,” ~~earned~~“anticipate,” on“believe,” ~~the~~“estimate,” ~~funds~~“continue,” ~~held~~or in the ~~Trust~~negative of ~~Account~~such ~~and~~terms ~~not~~or ~~previously released~~other tosimilar usexpressions. ~~(less~~A ~~taxes~~number ~~payable~~of ~~and~~factors upcould tocause ~~$100~~actual events,~~000~~ ofperformance ~~interest~~or results to ~~pay~~differ ~~dissolution~~materially from ~~expenses)~~the events, ~~divided~~performance byand results discussed in the ~~number~~forward-looking ofstatements. ~~then~~For ~~outstanding~~information identifying important factors ~~Public~~that ~~Shares~~could cause actual results to differ materially from those anticipated in the forward-looking statements, ~~which~~please ~~redemption~~refer ~~will~~to the ~~completely~~Risk ~~extinguish~~Factors ~~public~~section ~~shareholders~~of the Company’s ~~rights~~Annual asReport ~~shareholders~~on ~~(including~~Form ~~the~~10-K ~~right to~~for ~~receive~~the ~~further~~period ~~liquidation~~ending ~~distributions~~December 31, if2019 ~~any)~~filed with the U.S. Securities and Exchange Commission (~~iii~~the “SEC”) ason ~~promptly~~March as11, ~~reasonably~~2020, ~~possible~~the ~~following~~Risk ~~such~~Factors ~~redemption,~~section ~~subject~~of the Company’s toQuarterly Report on Form 10-Q for the ~~approval~~period ofending ~~our~~June ~~remaining~~30, ~~shareholders~~2020 ~~and~~filed ~~our~~with ~~board~~the ofSEC ~~directors~~on July 31, ~~liquidate~~2020 and ~~dissolve,~~Part ~~subject~~II, inItem 1A. Risk Factors herein. The Company’s securities filings can be accessed on the ~~case~~EDGAR section of ~~clauses~~the SEC’s website at www.sec.gov. ~~(ii)~~Except ~~and~~as ~~(iii)~~expressly required by applicable securities law, tothe ~~our~~Company ~~obligations~~disclaims ~~under~~any ~~Cayman~~intention ~~Islands~~or ~~law~~obligation to ~~provide~~update ~~for~~or ~~claims~~revise any offorward-looking ~~creditors~~statements ~~and~~whether inas ~~all~~a ~~cases~~result ~~subject~~of tonew ~~the other~~information, ~~requirements~~future ofevents ~~applicable~~or ~~law~~otherwise.

~~Subsequent Events~~Overview

~~On July 29, 2020,~~We weare ~~entered into~~ a ~~business~~blank ~~combination~~check ~~agreement (the “Business Combination Agreement”) with Netfin Holdco, a Cayman Islands exempted~~ company ~~(“Holdco”),~~incorporated ~~Netfin~~as ~~Merger Sub,~~ a Cayman Islands exempted company ~~(“Merger~~on ~~Sub”), MVR~~April ~~Netfin LLC~~24, a2019 ~~Nevada~~for ~~limited liability company, as~~ the ~~representative~~purpose of ~~Netfin~~effecting ~~(the~~a ~~“Netfin Representative)~~merger, ~~Symphonia~~ ~~Strategic~~share ~~Opportunities Limited~~exchange, aasset ~~Mauritius~~acquisition, ~~private~~share ~~company limited by shares (“SSOL”) and IKON Strategic Holdings Fund~~purchase, areorganization ~~Cayman~~or ~~Islands~~similar ~~exempted~~business ~~company~~combination ~~(“IKON”~~with ~~and~~one ~~together~~or ~~with~~more ~~SSOL,~~ businesses (the “~~Sellers~~Business Combination”),. ~~pursuant~~Although ~~to which (i) Merger Sub will merge with and into~~ the Company, ~~with~~is ~~the~~not ~~Company~~limited ~~continuing~~to asa ~~the~~particular ~~surviving~~industry ~~company,~~or assector afor ~~result~~ purposes of ~~which (a)~~consummating ~~the Company will become~~ a ~~wholly-owned~~Business ~~subsidiary of Holdco~~Combination, ~~(b) each issued and outstanding unit of~~ the Company, ~~consisting of~~intends ~~one~~to ~~Class~~focus Aits ~~ordinary~~search ~~share~~for ~~and~~targets ~~one~~in ~~warrant, shall be automatically detached and~~ the ~~holder~~financial ~~thereof~~technology, ~~shall be deemed to hold one~~technology ~~Class~~and Afinancial ~~ordinary~~services ~~share~~industries, ~~and~~including ~~one~~those ~~warrant~~engaged ofin ~~the Company~~commercial, ~~(c)~~online ~~each issued~~ and ~~outstanding~~mobile ~~Class~~banking ~~A ordinary share~~ and ~~Class~~payments, Btrade ~~ordinary~~finance ~~share~~and ~~(together with the Class A ordinary shares~~telecommunications, ~~the~~that ~~“Ordinary~~offer ~~Shares”)~~a ~~will~~differentiated betechnology ~~cancelled~~platform and ~~cease~~product tosuite ~~exist~~for ~~and~~interfacing ~~the holders~~with ~~thereof will receive one ordinary share of Holdco (~~the ~~“Holdco~~financial ~~Ordinary~~services sector. ~~Shares”)~~We ~~for~~are ~~each~~an ~~Ordinary~~early ~~Share~~stage and ~~(d)~~ ~~each~~emerging ~~outstanding~~growth ~~warrant~~company toand, ~~purchase~~as ~~a Class A ordinary share will become exercisable for one ordinary share of Holdco on identical terms (the “Holdco Warrants”)~~such, ~~and~~we ~~(ii)~~are ~~Holdco~~subject ~~will~~to ~~acquire~~ all of the ~~issued~~risks ~~and~~associated ~~outstanding~~with ~~ordinary~~early stage ~~shares~~and ofemerging ~~Triterras Fintech~~growth ~~Pte~~companies. ~~Ltd,~~Our asponsor ~~Singapore~~is ~~private~~MVR ~~company~~Netfin ~~limited by shares (the “Target”)~~LLC, ~~from~~a ~~the~~Nevada ~~Sellers.~~limited ~~Upon~~liability ~~consummation of~~company ~~the transactions contemplated by the Business Combination Agreement~~ (the “~~Business Combination~~Sponsor”)~~, the Target will become a wholly-owned subsidiary of Holdco, which will subsequently be renamed as “Triterras~~.”

The registration ~~aggregate~~statement ~~value of~~for our initial public offering (the ~~consideration~~“Initial toPublic beOffering”) ~~paid~~was todeclared ~~Sellers~~effective inon July 30, 2019. On August 2, 2019, we consummated the ~~Business~~Initial ~~Combination~~Public isOffering ~~approximately~~of ~~$585~~25,~~000~~300,000 units (each, ofa ~~which~~“Unit” ~~(i)~~and ~~approximately~~collectively, ~~$525~~the “Units”),~~000~~ including the issuance of 3,300,000 ~~will~~Units beas ~~paid~~a inresult of the ~~form~~underwriters’ exercise of ~~Holdco~~their ~~Ordinary~~over-allotment option ~~Shares~~in full, ~~valued~~ at $10.1700 per ~~Holdco~~Unit, ~~Ordinary~~generating ~~Share~~gross ~~and~~proceeds ~~(ii)~~of $60253.0 million ~~will~~, beand ~~paid~~incurring inoffering ~~cash~~costs ~~(the~~of ~~“Cash Consideration”)~~approximately $14.6 ~~In addition~~million, ~~the~~inclusive ~~Sellers~~of ~~will~~approximately be$8.9 ~~entitled~~million toin ~~receive~~deferred ~~earnout~~underwriting ~~consideration of~~commissions. upEach toUnit anconsists ~~additional~~of ~~5,000,000~~one ~~Holdco~~Class ~~Ordinary~~A ordinary ~~Shares~~share, ~~upon~~and ~~Holdco~~one ~~meeting~~redeemable ~~certain~~warrant ~~financial~~(each, ora ~~share~~“Public ~~price~~Warrant”) ~~thresholds.~~to ~~The~~purchase ~~Cash Consideration~~one ~~will~~Class ~~come~~A ~~from~~ordinary ~~the~~share ~~proceeds~~at ~~available~~a price ~~from~~of ~~the~~$11.50 ~~Trust~~per ~~Account~~share, ~~after~~subject ~~giving effect~~ to ~~any and all redemptions~~adjustment.

~~Results~~Simultaneously with the closing of ~~Operations~~the Initial Public Offering, we consummated a private placement of 681,000 units (the “Private Placement Units”) to the Sponsor at $10.00 per Private Placement Unit, generating gross proceeds of $6.81 million (the “Private Placement”).

~~Our~~Upon the ~~entire~~closing ~~activity since~~of ~~inception~~the upInitial toPublic ~~June~~Offering ~~30,~~and ~~2020~~the ~~relates~~Private toPlacement, ~~our~~$253.0 ~~formation~~million, made up of the ~~Initial~~net proceeds of the Initial Public Offering and, ~~since~~certain of the ~~closing~~proceeds of the ~~Initial~~Private Placement, was placed in a trust account (the “Trust Account”), ~~Public~~located ~~Offering~~in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) ~~search~~of ~~for~~the Investment Company Act, having a ~~business~~maturity ~~combination~~of ~~candidate~~185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. Wegovernment ~~will~~treasury ~~not~~obligations. These funds will be ~~generating~~held ~~any~~in ~~operating~~the ~~revenues~~Trust Account until the ~~closing~~earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the ~~completion~~sale of ~~our~~Private ~~initial~~Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

For the three and six months ended June 30, 2020, we had net loss of approximately $0.2 million and net income of approximately $1.3 million, respectively, which consisted of approximately $600,000 and $1.9 million, respectively, in interest income and approximately ($546,000) and $215,000 in unrealized (losses) gains on marketable securities held in Trust Account, respectively, offset by approximately $207,000 and $846,000, respectively, in general and administrative expenses. 17

~~For~~If we ~~the~~are ~~period~~unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or February ~~April~~2, 242021, ~~2019~~(the “Combination Period”), we will (~~inception~~i) ~~through~~cease ~~June~~all 30operations except for the purpose of winding up, ~~2019~~(ii) as promptly as reasonably possible but not more than ten business days thereafter, weredeem ~~had~~the Public Shares, at a ~~net~~per-share ~~loss~~price, payable ofin ~~approximately~~cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $5100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which ~~consisted~~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 ~~general~~our remaining shareholders and ~~administrative~~our board of directors, liquidate ~~expenses~~and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

17Proposed Business Combination

~~Going~~On July ~~Concern~~29, ~~Consideration~~2020, we entered into a business combination agreement (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. 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.”

AsThe aggregate value of ~~June~~the ~~30,~~consideration ~~2020~~to be paid to Sellers in the Business Combination is approximately $585, we000,000, ~~had~~of which (i) approximately $~~261~~525,000,000 will be paid in ~~our~~the ~~operating~~form ~~bank~~of ~~accounts~~Holdco Ordinary Shares, ~~working~~valued ~~capital~~at ~~deficit~~$10.17 ofper ~~approximately~~Holdco ~~$557,000~~Ordinary Share and (~~including~~ii) ~~approximately~~ $~~852,000~~60 million will be paid in ~~accrued~~cash ~~legal~~(the ~~fees~~“Cash ~~that~~Consideration”). In addition, the Sellers will be ~~due~~entitled atto receive ~~the~~earnout ~~earlier~~consideration of ~~the~~up ~~consummation~~to ofan ~~the~~additional ~~initial~~15,000,000 ~~Business~~Holdco ~~Combination~~Ordinary orShares ~~the~~upon ~~liquidation date),~~Holdco ~~and~~meeting ~~approximately~~certain $4financial or share price thresholds.2 ~~million~~The ofCash ~~interest~~Consideration ~~income~~will come from the proceeds available infrom the Trust Account, toafter ~~pay~~giving ~~for~~effect to ~~our~~any ~~tax~~and ~~obligations,~~all ~~if any~~redemptions.

~~Prior to the completion~~Results of the Initial Public Offering, our liquidity needs were satisfied through an advance of $25,000 from our Sponsor to cover for certain offering costs in exchange for the issuance of 6,325,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares’) to our Sponsor and a $300,000 promissory note (the “Note”) and approximately $167,000 in advances from our Sponsor. We fully repaid the Note and the advances to our Sponsor on August 2, 2019. Subsequent to the consummation of the Initial Public Offering and Private Placement, our 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 costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of June 30, 2020, there were no amounts outstanding under any Working Capital Loan.Operations

~~In connection with~~Our ~~our~~entire ~~assessment~~activity ofsince ~~going~~inception ~~concern~~up ~~considerations~~to inSeptember ~~accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014-15~~30, ~~“Disclosure~~2020 ofrelates ~~Uncertainties about an Entity’s Ability~~ to ~~Continue~~our ~~as a Going Concern”~~formation, ~~management has determined that~~ the ~~working~~Initial ~~capital~~Public ~~deficit~~Offering ~~raises~~and, ~~substantial~~since ~~doubt~~the closing ~~about~~of ~~our~~the ~~ability~~Initial toPublic ~~continue as~~Offering, a ~~going~~search ~~concern.~~for ~~The~~a ~~financial~~business ~~statements~~combination ~~included~~candidate. inWe ~~this~~will ~~Quarterly Report do~~ not ~~include~~be generating any ~~adjustments that might be necessary~~operating ifrevenues weuntil ~~are~~the ~~unable~~closing toand ~~continue~~completion asof aour ~~going~~initial ~~concern~~Business Combination.

~~Contractual~~For the ~~Obligations~~three and nine months ended September 30, 2020, we had net loss of approximately $0.5 million and net income of approximately $0.8 million, respectively. For the three months ended September 30, 2020, this consisted of approximately $0.3 million in interest income, approximately $0.2 million in unrealized loss on marketable securities held in Trust Account and approximately $0.5 million in general and administrative expenses. For the nine months ended September 30, 2020, this consisted of approximately $2.2 million in interest income and approximately $1.3 million in general and administrative expenses.

~~Registration~~For the ~~Rights~~three months ended September 30, 2019 and for the period from April 24, 2019 (inception) through September 30, 2019, we had net income of approximately $0.7 million in both periods, respectively. For the three months ended September 30, 2019, this consisted of approximately $0.7 million in interest income, approximately $0.1 million in unrealized gain on marketable securities held in Trust Account and approximately $0.1 million in general and administrative expenses. For period from April 24, 2019 (inception) through September 30, 2019, this consisted of approximately $0.7 million in interest income, approximately $0.1 million in unrealized gain on marketable securities held in Trust Account and approximately $0.1 million in general and administrative expenses.

The holders of Founder 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. We will bear the expenses incurred in connection with the filing of any such registration statements. 18

~~Underwriting~~Going Concern ~~Agreement~~Consideration

WeAs of ~~granted~~September ~~the~~30, ~~underwriters a~~2020, ~~45-day~~we ~~option~~had ~~from~~approximately ~~the~~$6,700 ~~date~~in ofour ~~the~~operating ~~final~~bank ~~prospectus~~accounts, ~~relating~~working tocapital ~~the~~deficit ~~Initial~~of ~~Public~~approximately ~~Offering~~$1.1 million to(including ~~purchase~~approximately up$1.1 tomillion ~~3,300,000~~in ~~additional Units~~accrued tolegal ~~cover~~fees ~~over-allotments,~~that ifwill ~~any,~~be due at the ~~Initial~~earlier ~~Public~~of ~~Offering~~the ~~price~~consummation ~~less~~of the initial ~~underwriting~~Business ~~discounts~~Combination or the liquidation date), and ~~commissions~~approximately $4.2 ~~The underwriters~~million ~~fully~~of ~~exercised~~interest ~~their~~income ~~over-allotment~~available ~~option~~in onthe ~~August~~Trust Account 2to pay for our tax obligations, ~~2019~~if any.

~~The~~Prior to ~~underwriters~~the completion of the Initial Public Offering, our liquidity needs were ~~entitled~~ tosatisfied through an ~~underwriting~~advance ~~discount~~ of $~~0.20~~25,000 ~~per~~from ~~unit,~~our orSponsor to ~~$5.06~~cover ~~million~~for incertain ~~the~~offering ~~aggregate,~~costs ~~paid~~in ~~upon~~exchange for the ~~closing~~issuance of ~~the~~6,325,000 ~~Initial Public~~Class ~~Offering.~~B Inordinary ~~addition~~shares, par value $0.350001 ~~per~~(the “Founder ~~unit~~Shares’) to our Sponsor and a $300,000 orpromissory note (the “Note”) and approximately $8167,000 in advances from our Sponsor.9 ~~million~~We infully repaid the ~~aggregate~~Note ~~will~~and bethe ~~payable~~advances to our Sponsor on August 2, 2019. Subsequent to the ~~underwriters~~consummation ~~for~~of ~~deferred~~the ~~underwriting~~Initial ~~commissions.~~Public ~~The~~Offering ~~deferred~~and ~~fee~~Private isPlacement, ~~payable~~our toliquidity needs were satisfied with the ~~underwriters~~proceeds from the ~~amounts~~consummation of the Private Placement not held in the Trust Account ~~solely~~. In addition, in ~~the~~order ~~event~~to ~~that~~finance wetransaction ~~complete~~costs in connection with a Business Combination, ~~subject~~our Sponsor or an affiliate of our Sponsor, or certain our officers and directors may, but are not obligated to, ~~the~~provide ~~terms~~us Working Capital Loans. As of ~~the~~September ~~underwriting~~30, ~~agreement~~2020, there were no amounts outstanding under any Working Capital Loan.

In connection with our assessment of going concern considerations in accordance with Financial ~~Advisory~~Accounting ~~and~~Standard ~~Private~~Board’s Accounting ~~Placement~~Standards Updated (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to ~~Agreement~~Continue as a Going Concern”, management has determined that the working capital deficit raises substantial doubt about our ability to continue as a going concern. The financial statements included in this Quarterly Report do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~On December 19, 2019,~~Contractual we entered into a financial advisory agreement with an advisor in connection with a potential Business Combination. Pursuant to the agreement, we 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 us 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 the private placement or public offering of securities for us. The fees are all payable upon the closing of the Business Combination, and we are 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 June 30, 2020.Obligations

18Registration Rights

~~In addition, on December~~The ~~19,~~holders ~~2019,~~of weFounder ~~also entered into a private placement agreement with an agent in connection with a potential Business Combination. Pursuant to the agreement~~Shares, wePrivate ~~agreed~~Placement toUnits ~~pay~~(including the ~~advisor~~underlying asecurities), ~~placement~~and ~~agent~~securities ~~fee~~that ofmay upbe toissued ~~4.5%~~upon conversion of ~~the~~Working ~~gross~~Capital ~~proceeds raised in the private placement~~Loans, if ~~the~~any, ~~Business~~will ~~Combination~~be isentitled ~~consummated.~~to ~~The~~registration ~~fees~~rights ~~are~~pursuant ~~payable~~to ~~upon~~a ~~the~~registration ~~closing~~rights ~~of the Business Combination,~~agreement. ~~and~~These weholders ~~are~~will ~~not~~be ~~obligated~~entitled to ~~pay~~certain ~~these~~demand ~~fees~~and if“piggyback” noregistration ~~Business Combination is consummated~~rights. ~~These~~We ~~fees~~will ~~are~~bear anthe ~~unrecognized~~expenses ~~contingent~~incurred ~~liability,~~in asconnection ~~closing~~with ofthe afiling ~~potential Business Combination was not considered probable as~~ of ~~June~~any ~~30,~~such ~~2020~~registration statements.

~~Administrative Support~~ Underwriting Agreement

~~Commencing~~We granted on the ~~date~~ ~~that~~underwriters ~~our~~a ~~securities~~45-day ~~were~~option ~~first~~from ~~listed~~the ondate ~~Nasdaq, we agreed to pay our Sponsor a total~~ of ~~$10,000~~the ~~per~~final ~~month~~prospectus ~~for~~relating ~~office~~to ~~space, utilities, secretarial and administrative support services. Upon completion of~~ the Initial ~~Business~~Public ~~Combination~~Offering orto ~~our liquidation,~~purchase weup ~~will~~to ~~cease~~3,300,000 ~~paying~~additional ~~these~~Units ~~monthly~~to ~~fees.~~cover ~~We incurred $30~~over-allotments,~~000~~ ~~and~~if ~~$60~~any,~~000~~ inat ~~expenses~~the inInitial ~~connection~~Public ~~with~~Offering ~~such~~price ~~services~~less ~~during~~ the underwriting ~~three~~discounts and ~~six~~commissions. ~~months~~The ~~ended~~underwriters ~~June~~fully ~~30,~~exercised ~~2020,~~their ~~respectively,~~over-allotment asoption ~~reflected~~on inAugust ~~the~~2, ~~accompanying statement of operations~~2019.

~~Critical~~The underwriters ~~Accounting~~were ~~Policies~~entitled ~~and~~to ~~Estimates~~an underwriting discount of $0.20 per unit, or $5.06 million in the aggregate, paid upon the closing of the Initial Public Offering. 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.

~~The preparation of~~Financial ~~financial~~Advisory ~~statements~~ and ~~related~~Private ~~disclosures~~Placement 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. We have identified the following as our critical accounting policies:Agreement

~~Class~~On December A19, ~~Ordinary~~2019, ~~Shares~~we ~~Subject~~entered into a financial advisory agreement with an advisor in connection with a potential Business Combination. Pursuant to ~~Possible~~the agreement, we agreed to pay the advisor a cash fee of $1.0 million if the Business Combination is consummated. ~~Redemption~~Fifty percent (50%) of the advisory fee shall be credited to us 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 the private placement or public offering of securities for us. The fees are all payable upon the closing of the Business Combination, and we are 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 September 30, 2020.

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary 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 ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events, Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity. 19

~~Net~~In addition, ~~Loss~~on ~~Per~~December ~~Ordinary~~19, ~~Share~~2019, we also entered into a private placement agreement with an agent in connection with a potential Business Combination. Pursuant to the agreement, we 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 we are 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 September 30, 2020.

~~Net loss per share~~Administrative isSupport computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. An aggregate of 23,874,970 Class A ordinary shares subject to possible redemption at June 30, 2020 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. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 25,981,000 shares of our Class A ordinary shares in the calculation of diluted loss per share, since they are not yet exercisable.Agreement

~~Recent~~Commencing on ~~Accounting~~the ~~Standards~~date that our securities were first listed on Nasdaq, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees. We incurred $30,000 and $90,000 in expenses in connection with such services during the three and nine months ended September 30, 2020, respectively, as reflected in the accompanying statement of operations.

~~Management does not~~Critical ~~believe~~Accounting ~~that~~Policies ~~any~~and ~~recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.~~Estimates

~~Off-Balance~~The preparation ~~Sheet~~of ~~Arrangements~~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. We have identified the following as our critical accounting policies:

~~As of June 30, 2020,~~Class weA ~~did~~Ordinary ~~not~~Shares ~~have~~Subject ~~any~~to ~~off-balance~~Possible ~~sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~Redemption

~~JOBS~~We account ~~Act~~for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary 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 ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events, Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity.

~~The Jumpstart Our~~Net ~~Business~~Loss ~~Startups~~Per ~~Act~~Ordinary of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we 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, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.Share

~~Additionally, we are~~Net inloss ~~the~~per ~~process~~share ofis ~~evaluating~~computed ~~the~~by ~~benefits~~dividing ofnet ~~relying~~loss onby the ~~other~~weighted-average ~~reduced~~number ~~reporting~~of ~~requirements~~ordinary ~~provided~~shares byoutstanding during the ~~JOBS Act~~period. ~~Subject~~ toAn ~~certain~~aggregate ~~conditions~~of ~~set forth in the JOBS Act~~23, if829,895 asClass anA ~~“emerging~~ordinary ~~growth~~shares ~~company,”~~subject ~~we choose~~ to ~~rely~~possible onredemption ~~such~~at ~~exemptions we~~September ~~may not be required to~~30, ~~among~~2020 ~~other~~was ~~things,~~excluded ~~(i)~~from ~~provide~~the calculation ~~an auditor’s attestation report on our system~~ of ~~internal~~basic ~~controls over~~loss ~~financial~~per ~~reporting~~ordinary ~~pursuant~~share tosince ~~Section~~such ~~404~~shares, ~~(ii)~~if ~~provide~~redeemed, ~~all~~only ofparticipate ~~the~~in ~~compensation~~their ~~disclosure~~pro ~~that~~rata ~~may~~share ~~be required~~ of ~~non-emerging growth public companies under~~ the ~~Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement~~Trust ~~that~~Account ~~may~~earnings. beWe ~~adopted~~have bynot ~~the~~considered ~~PCAOB regarding mandatory audit firm rotation or a supplement to~~ the ~~auditor’s~~effect ~~report~~of ~~providing additional information about~~ the ~~audit~~warrants ~~and~~sold ~~the~~in ~~financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as~~ the ~~correlation~~Initial ~~between~~Public ~~executive~~Offering ~~compensation~~ and ~~performance~~Private ~~and comparisons of~~Placement ~~the CEO’s compensation~~ to ~~median~~purchase ~~employee~~an ~~compensation.~~aggregate ~~These~~of ~~exemptions~~25,981,000 ~~will~~shares ~~apply~~of ~~for~~our aClass ~~period~~A ofordinary ~~five~~shares ~~years~~in ~~following~~ the ~~completion~~calculation of ~~our~~diluted ~~Initial~~loss ~~Public~~per ~~Offering~~share, orsince they ~~until we~~ are nonot ~~longer~~yet ~~an “emerging growth company,” whichever is earlier~~exercisable.

19Recent Accounting Standards

~~Item~~Management does 3.not ~~Quantitative~~believe ~~and~~that ~~Qualitative~~any ~~Disclosures~~recently ~~About~~issued, ~~Market~~but ~~Risk~~not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

As of June 30, 2020, we were not subject to any market or interest rate risk. On August 2, 2019, the net proceeds of the Initial Public Offering, 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 2aOff-~~7 under the Investment Company Act of 1940, as amended, that invest only in direct~~Balance ~~U.S.~~Sheet ~~government~~Arrangements ~~treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.~~

WeAs ~~have~~of ~~not~~September ~~engaged~~30, in2020, ~~any hedging activities since our inception and~~ we dodid not ~~expect~~have ~~to engage in~~ any ~~hedging~~off-balance ~~activities~~sheet ~~with~~arrangements ~~respect to~~as ~~the~~defined ~~market~~in ~~risk~~Item to303(a)(4)(ii) ~~which~~of weRegulation ~~are exposed~~S-K.

~~Item 4. Controls and Procedures~~ 20

~~Evaluation of Disclosure Controls and Procedures~~JOBS Act

~~Under~~The Jumpstart ~~the~~Our ~~supervision and~~Business ~~with~~Startups Act of 2012 (the ~~participation~~“JOBS ofAct”) ~~our~~contains ~~management~~provisions that, ~~including~~among ~~our~~other ~~principal~~things, ~~executive~~relax ~~officer~~certain reporting ~~and~~requirements ~~principal~~for ~~financial~~qualifying public companies. We qualify as an “emerging growth company” and ~~accounting~~under the JOBS ~~officer,~~Act weare ~~conducted~~allowed anto ~~evaluation~~comply ofwith new or revised accounting pronouncements based on the ~~effectiveness~~effective ofdate ~~our~~for ~~disclosure~~private ~~controls~~(not ~~and~~publicly traded) ~~procedures~~companies. asWe ofare electing to delay the ~~end~~adoption of ~~the~~new ~~fiscal quarter~~or ~~ended~~revised ~~June~~accounting 30standards, ~~2020,~~and as ~~such~~a ~~term~~result, iswe ~~defined~~may innot ~~Rules~~comply with ~~13a-15(e)~~new ~~and~~or ~~15d-15(e)~~revised ~~under~~accounting ~~the~~standards ~~Exchange~~on ~~Act.~~the ~~Based~~relevant dates on ~~this~~which ~~evaluation, our~~adoption ~~Chief~~of ~~Executive~~such ~~Officer~~standards ~~and~~is ~~Director~~required ~~and~~for ~~chief~~non-emerging growth companies. As a result, our financial ~~officer~~statements ~~have~~may ~~concluded~~not ~~that~~be ~~during~~comparable ~~the~~to ~~period~~companies ~~covered~~that bycomply ~~this~~with ~~report, our~~new ~~disclosure~~or ~~controls~~revised ~~and~~accounting pronouncements ~~procedures~~as ~~were~~of public company effective dates.

~~Disclosure controls~~Additionally, ~~and~~we ~~procedures~~ are ~~designed~~in tothe ~~ensure~~process ~~that~~of ~~information~~evaluating ~~required~~the tobenefits beof ~~disclosed~~relying on the other reduced reporting requirements provided by usthe JOBS Act. Subject to certain conditions set forth in ~~our~~the ~~Exchange~~JOBS Act, ~~reports~~if, isas ~~recorded~~an “emerging growth company,” we choose to rely on ~~processed~~such exemptions we may not be required to, ~~summarized~~among other things, ~~and~~(i) ~~reported~~provide ~~within~~an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the ~~time~~compensation ~~periods~~disclosure ~~specified~~that inmay be required of non-emerging growth public companies under the ~~SEC’s~~Dodd-Frank ~~rules~~Wall Street Reform and ~~forms~~Consumer Protection Act, ~~and~~(iii) comply with any requirement that ~~such~~may ~~information is~~be ~~accumulated~~adopted ~~and~~by ~~communicated~~the PCAOB regarding mandatory audit firm rotation or a supplement to ~~our~~the ~~management,~~auditor’s report ~~including~~providing ~~our~~additional ~~principal~~information ~~executive~~about ~~officer~~the audit and ~~principal~~the financial ~~officer~~statements or(auditor discussion and analysis) and (iv) ~~persons~~disclose ~~performing~~certain ~~similar~~executive ~~functions,~~compensation related items such as ~~appropriate~~the correlation between executive compensation and performance and comparisons of the CEO’s compensation to ~~allow~~median ~~timely~~employee ~~decisions~~compensation. ~~regarding~~These ~~required~~exemptions ~~disclosure~~will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Changes~~Item 3. inQuantitative ~~Internal~~and ~~Control~~Qualitative ~~over~~Disclosures ~~Financial Reporting~~About Market Risk

~~There~~As of ~~was~~September no30, ~~change in~~2020, ~~our~~we ~~internal~~were ~~control~~not ~~over~~subject ~~financial~~to ~~reporting~~any ~~that~~market ~~occurred~~or ~~during~~interest rate risk. On August 2, 2019, the ~~fiscal~~net ~~quarter~~proceeds ~~ended~~of ~~June~~the 30Initial Public Offering, ~~2020~~including ~~covered~~amounts byin ~~this~~the ~~Quarterly~~Trust Account, were invested in U.S. government securities with a maturity of 185 days ~~Report~~or onless ~~Form~~or ~~10-Q~~in money market funds that ~~has~~meet ~~materially~~certain ~~affected~~conditions under Rule 2a-7 under the Investment Company Act of 1940, oras isamended, that ~~reasonably~~invest ~~likely~~only in direct U.S. government treasury obligations. Due to ~~materially~~the ~~affect,~~short-term ~~our~~nature ~~internal~~of ~~control~~these ~~over~~investments, ~~financial~~we believe ~~reporting~~there will be no associated material exposure to interest rate risk.

20We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

~~PART~~Item 4. IIControls -and ~~OTHER INFORMATION~~Procedures

~~Item~~Evaluation of 1.Disclosure ~~Legal~~Controls ~~Proceedings~~and Procedures

~~None~~Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Director and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

~~Item~~Disclosure controls ~~1A.~~and ~~Risk~~procedures ~~Factors~~are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~The~~Changes ~~significant factors known to us that could materially adversely affect our business, financial condition or operating results are described~~ in ~~our~~Internal ~~Annual~~Control ~~Report~~over onFinancial ~~Form 10-K filed with the SEC on March 11, 2020 under the sections entitled Forward-Looking Statements and Risk Factors, except for the addition of the following risk factor.~~Reporting

~~Our~~There was ~~search~~no ~~for~~change ain ~~Business~~our ~~Combination~~internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2020 ~~and~~covered ~~any~~by ~~target~~this ~~business~~Quarterly ~~with~~Report ~~which~~on weForm ~~ultimately~~10-Q ~~consummate~~that ahas ~~Business~~materially ~~Combination~~affected, ~~may~~or beis ~~materially~~reasonably ~~adversely~~likely ~~affected~~to bymaterially ~~the~~affect, our ~~recent~~internal ~~coronavirus~~control ~~(COVID-19)~~over ~~outbreak~~financial reporting.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected. 21

21PART II - OTHER INFORMATION

Item 2 1. ~~Unregistered~~Legal ~~Sales of Equity Securities and Use of Proceeds.~~Proceedings

~~Unregistered Sales of Equity Securities~~None.

~~On April 30, 2019,~~Item ~~the Sponsor purchased the Founders Shares in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0~~1A.~~004~~ ~~per~~Risk 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. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Factors

~~Simultaneously with the closing of the Initial Public Offering, we completed the Private Placement, generating gross proceeds of $6,810,000.~~ The ~~Private~~ ~~Placement~~significant ~~Units~~factors ~~are~~known ~~identical~~ to ~~the~~us ~~Units sold in the IPO, except~~ that ~~the~~could ~~warrants~~materially ~~underlying~~adversely ~~the~~affect ~~Private~~our ~~Placement Units~~business, ~~so long~~financial ascondition ~~they are held by the Sponsor~~ or ~~its~~operating ~~permitted transferees, (i)~~ results are ~~not~~described ~~redeemable~~in byour ~~us,~~Annual ~~(ii)~~Report ~~may~~on ~~not~~Form ~~(including~~10-K ~~the~~filed ~~Class A~~with ~~Ordinary Shares issuable upon exercise of~~ the ~~warrants),~~SEC ~~subject~~on toMarch ~~certain limited exceptions~~11, be2020 ~~transferred,~~and ~~assigned or sold until 30 days after the completion of~~ our ~~initial~~Quarterly ~~Business~~Report ~~Combination, (iii) may be exercised~~ on aForm ~~cashless~~10-Q ~~basis and (iv) are~~filed ~~entitled~~with ~~to registration rights. The issuance of~~ the ~~Private~~SEC ~~Placement~~on ~~Units~~July ~~was~~31, ~~made~~2020 ~~pursuant~~under to the ~~exemption~~sections ~~from~~entitled ~~registration contained~~Forward-Looking inStatements ~~Section~~and ~~4(a)(2)~~Risk ~~of the Securities Act of 1933, as amended~~Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~On August 2, 2019,~~Unregistered weSales ~~consummated the Initial Public Offering~~ of ~~25,300,000~~Equity 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 share of Class A Ordinary Common Stock and one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A Ordinary Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $253,000,000. B. Riley FBR, Inc. served as the sole underwriter of the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities ~~Act on a registration statement on Form S-1 (File No. 333-232612). The SEC declared the registration statement effective on July 30, 2019.~~

~~Following~~On April ~~the~~30, ~~closing of~~2019, the ~~Initial~~Sponsor ~~Public~~purchased ~~Offering and~~ the ~~Private~~Founders ~~Placement,~~Shares ~~$253,000,000 was placed~~ in ~~the~~exchange ~~Trust~~for ~~Account,~~a ~~comprised~~capital contribution of $~~247~~25,~~940,~~000 of ~~the~~at ~~proceeds~~an ~~from~~average ~~the~~purchase price ~~Initial~~of ~~Public~~approximately ~~Offering~~$0.004 ~~(which~~per ~~amount~~share. ~~includes~~On $8June 21,~~855~~ 2019,~~000~~ of the ~~underwriters’~~Sponsor ~~deferred~~transferred ~~discount) and $5~~30,~~060,~~000 offounder ~~the~~shares ~~proceeds~~to ofWill ~~the Private Placement. We paid $5~~O’Brien,~~060~~ 20,000 inFounder ~~underwriting~~Shares ~~discounts~~to ~~and~~Martin ~~recorded~~Jaskel ~~approximately $750~~and 15,000 ~~for~~Founder ~~other~~Shares ~~costs~~to ~~and~~Gerry ~~expenses~~Pascale, ~~related~~for to the ~~Initial~~same ~~Public~~per ~~Offering.~~share Weprice ~~also~~initially ~~repaid~~paid by the ~~Note~~Sponsor, ~~and~~resulting ~~advances~~in ~~made~~the toSponsor usholding ~~by the~~6,260,000 ~~Sponsor~~Founder Shares. ~~There~~Such ~~has~~securities ~~been~~were noissued ~~material~~in ~~change~~connection inwith ~~the~~our organization ~~planned~~pursuant ~~use~~to ofthe ~~proceeds~~exemption from ~~the~~registration ~~Initial~~contained ~~Public~~in ~~Offering~~Section as4(a)(2) ~~described~~of in the ~~Prospectus~~Securities Act.

~~Item~~Simultaneously with 3the closing of the Initial Public Offering, we completed the Private Placement, generating gross proceeds of $6,810,000. The ~~Defaults~~Private Placement Units are identical to the Units sold in the IPO, except that the warrants underlying the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by us, (ii) may not (including the Class A Ordinary Shares issuable upon ~~Senior~~exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~None.~~Use of Proceeds

~~Item~~On August 42, 2019, we consummated the Initial Public Offering 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. ~~Mine~~Each ~~Safety~~Unit ~~Disclosures~~consists of one share of Class A Ordinary Common Stock and one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of Class A Ordinary Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $253,000,000. B. Riley FBR, Inc. served as the sole underwriter of the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-232612). The SEC declared the registration statement effective on July 30, 2019.

~~Not~~Following the ~~applicable~~closing of the Initial Public Offering and the Private Placement, $253,000,000 was placed in the Trust Account, comprised of $247,940,000 of the proceeds from the Initial Public Offering (which amount includes $8,855,000 of the underwriters’ deferred discount) and $5,060,000 of the proceeds of the Private Placement. We paid $5,060,000 in underwriting discounts and recorded approximately $750,000 for other costs and expenses related to the Initial Public Offering. We also repaid the Note and advances made to us by the Sponsor. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in the Prospectus.

Item 5 3. ~~Other~~Defaults ~~Information.~~upon Senior Securities

None.

22Item 4. Mine Safety Disclosures.

~~Item 6~~Not applicable. ~~Exhibits.~~

Exhibit Number		Description
31.1		Certification of Chief Executive Officer and Director (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Director (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Item 5. Other Information.

23None.

~~SIGNATURE~~ 22

~~Pursuant~~Item to6. the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 31st day of July, 2020Exhibits.

NETFIN ACQUISITION CORP. By: /s/ Rick Maurer Name: Rick Maurer Title: Chief Executive Officer and Director

Exhibit Number		Description
31.1		Certification of Chief Executive Officer and Director (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Director (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

24 23

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9^th day of November, 2020.

NETFIN ACQUISITION CORP.

By:	/s/ Rick Maurer
	Name:	Rick Maurer
	Title:	Chief Executive Officer and Director

Filing Compare · Netfin Acquisition Corp.