UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO TO RULE 13a-16 OR 15d-16 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934

OR 15d-16 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-39693

Triterras, Inc. ~~(Name of registrant)~~

~~9 Raffles Place, #23-04 Republic Plaza Singapore 048619~~ (~~Address~~Name of ~~principal executive office~~registrant)

9 Raffles Place, #23-04 Republic Plaza

Singapore 048619

(Address of principal executive office)

Indicate by check mark whether the Company files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the Company is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Company is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnAs previously disclosed, on ~~May~~December 521, ~~2022~~2020, a class action complaint (under the caption Ferraiori v. Triterras, Inc., et al., Case No. 7:20-cv-10795) was filed in the United States District Court of the Southern District of New York (the “Court”) against Triterras, Inc. (the “Company” or “Triterras”), ~~held~~Mr. ~~its~~Srinivas ~~2021~~Koneru ~~annual~~and ~~general~~Mr. ~~meeting~~Marat Rosenberg for alleged violations of U.S. federal securities laws. On July 1, 2021, an amended class action complaint was filed (under the ~~Company’s~~caption ~~shareholders~~Erlandson and Norris v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS) (the “~~AGM~~Action”) atagainst ~~9:00~~the aCompany, Mr.m. Srinivas ~~(Singapore~~Koneru, ~~time)~~Mr. ~~The~~Marat ~~AGM~~Rosenberg, ~~was~~Netfin ~~held~~Acquisition asCorp., aTriterras ~~virtual~~Fintech ~~meeting~~Pte. ~~conducted~~Ltd., byMVR ~~live~~Netfin ~~audio~~LLC, ~~webcast~~Mr. ~~over~~Richard Maurer, Mr. Vadim ~~the~~Komissarov, ~~Internet~~Mr. Gerald Pascale, atMr. ~~https://www~~James H.~~cstproxy~~ Groh, Sr.~~com/triterras/2021~~, ~~pursuant~~Mr. Alvin Tan, Mr. John A. Galani, Mr. Matthew Richards, Ms. Vanessa Slowey and Mr. Kenneth Stratton. The amended class action complaint is based on alleged undisclosed facts and misrepresentations made by the above-named defendants from June 29, 2020 to ~~notice~~January ~~duly~~14, ~~given~~2021.

AtOn ~~the~~April ~~close of business on March 24~~27, 2022, the ~~record~~Company and ~~date~~other ofparties in the ~~AGM,~~Action ~~there~~entered ~~were~~into ~~76,524,081~~a ~~ordinary~~Stipulation ~~shares~~and Agreement of Settlement (the ~~Company~~“Settlement Agreement”), pursuant ~~par~~to ~~value~~which ~~$0.0001~~the ~~per~~Action ~~share~~shall ~~(“Ordinary Shares”),~~be ~~outstanding~~finally and ~~entitled~~fully settled, and dismissed with prejudice as to ~~vote.~~all Atsettling parties, upon and subject to the ~~beginning~~terms and conditions of the ~~AGM,~~Settlement ~~there~~Agreement. ~~were~~The ~~present~~settlement atis ~~the~~not ~~AGM~~an inadmission ~~person~~of wrongdoing, fault or byliability. ~~proxy~~Under the ~~shareholders~~terms ~~holding~~of ~~approximately~~the 58Settlement Agreement,~~773~~ which has been filed with the Court,~~862~~ ~~Ordinary~~the ~~Shares~~Company will pay $9 million, of which ~~constituted~~ a ~~quorum~~portion ~~for~~will be covered by insurance. The Settlement Agreement is subject to approval by the ~~transaction~~Court and the fulfillment of ~~business~~other atconditions ~~the~~set ~~AGM~~forth therein, all of which involve inherent risks and substantial uncertainties.

The ~~matters~~foregoing ~~that were voted upon~~description atof the ~~AGM,~~Settlement ~~and~~Agreement ~~the~~is ~~number~~qualified ofin ~~votes~~its ~~cast~~entirety ~~for~~by orreference ~~against~~to asthe ~~well~~full astext of the ~~number~~Settlement Agreement, a copy of ~~abstentions,~~which is attached hereto as toExhibit ~~each~~10.1 ~~such~~and ~~matter~~is ~~are~~incorporated ~~set~~by ~~forth~~reference ~~below~~herein.

~~Proposal~~Press ~~1: Amendment to the Amended and Restated Articles of Association~~Release.

~~Article~~On ~~30.3~~May of16, 2022, the ~~Amended and~~Company ~~Restated~~issued ~~Articles~~a ofpress ~~Association~~release ofannouncing the ~~Company~~settlement ~~was~~discussed ~~approved~~above. toA becopy ~~replaced~~of inthis ~~its~~press ~~entirety~~release ~~with~~is ~~the~~attached ~~following:~~hereto as Exhibit 99.1.

~~30.3.~~CAUTIONARY ~~The~~STATEMENT ~~Directors~~REGARDING shall be divided into three (3) classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of Directors. At the 2021 annual general meeting of the Company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the 2022 annual general meeting of the Company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the 2023 annual general meeting of the Company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of directors constituting the board of Directors shall shorten the term of any incumbent Director.FORWARD-LOOKING STATEMENTS

~~The~~This ~~following~~Form ~~votes~~6-K ~~were~~includes ~~tabulated~~“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Triterras’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include Triterras’ expectations with respect to the settlement of the Action. These forward-looking statements involve significant risks and uncertainties ~~this~~that ~~matter:~~could cause the actual results to differ materially from the expected results. Most of these factors are outside Triterras’ control and are difficult to predict. Factors that may cause such differences include but are not limited to approval of the settlement by the Court, as well as the risks and uncertainties set forth under “Risk Factors” in Triterras’ Form 20-F filed with the SEC on March 7, 2022 and in Triterras’ other filings with the SEC. Triterras cautions that the foregoing list of factors is not exclusive. Triterras cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Triterras does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as otherwise required by applicable law.

For			Against			Abstain			Total
58,513,535			210,653			49,674			58,773,862

Proposal 2: Re-election of Srinivas Koneru as a Class I Director

Srinivas Koneru was re-elected as Class I Director of the Company for a full term of three years in accordance with the Amended and Restated Articles of Association of the Company (as amended), with the following votes tabulated:

For			Against			Abstain			Total
58,235,759			497,972			40,131			58,773,862

Proposal 3: Re-election of Jayapal Ramasamy as a Class I Director

Jayapal Ramasamy was re-elected as Class I Director of the Company for a full term of three years in accordance with the Amended and Restated Articles of Association of the Company (as amended), with the following votes tabulated:

For			Against			Abstain			Total
58,318,409			422,599			32,854			58,773,862

Proposal 4: Re-election of Kenneth Stratton as a Class I Director

Kenneth Stratton was re-elected as Class I Director of the Company for a full term of three years in accordance with the Amended and Restated Articles of Association of the Company (as amended), with the following votes tabulated:

For			Against			Abstain			Total
57,874,232			863,703			35,927			58,773,862

Proposal 5: Current Directors of the Company

The Directors of the Company and the information contained in the table below was approved and ratified, effective immediately following the AGM:

Name of Director	Class of Director	Original Appointment Date	Current Term Expires
Srinivas Koneru	Class I	November 10, 2020	2024 AGM
Jayapal Ramasamy	Class I	April 28, 2021	2024 AGM
Kenneth Stratton	Class I	November 10, 2020	2024 AGM
Alvin Tan	Class II	November 10, 2020	2022 AGM
Lilian Koh Nee Noi	Class II	April 28, 2021	2022 AGM
Yong-Moon Kim	Class II	April 28, 2021	2022 AGM
Richard M. Maurer	Class III	February 19, 2020	2023 AGM
Adrian Kow Tuck Hoong	Class III	January 29, 2021	2023 AGM

The following votes were tabulated with respect to this matter:

For			Against			Abstain			Total
57,867,999			871,246			34,617			58,773,862

Proposal 6: Ratification of Appointment of WWC, P.C. as the Company’s independent registered public accounting firm for fiscal year ended February 28, 2022

The appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the fiscal year ended February 28, 2022 was approved and ratified, with the following votes tabulated:

For			Against			Abstain			Total
58,653,933			109,640			10,289			58,773,862

Proposal 7: Proposed Subdivision

The subdivision of the 83,195,869 outstanding and issued Ordinary Shares, and 469,000,001 authorised but unissued Ordinary Shares, each at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the Company’s board of directors on or before 5 May 2023 without further approval or authorisation of the shareholders of the Company, noting that the directors may alternatively elect not to effect the subdivision as authorised by shareholders of the Company, at their discretion, was approved with the following votes tabulated:

For			Against			Abstain			Total
57,990,404			719,765			63,693			58,773,862

Amendment to Amended and Restated Articles of Association.

As disclosed above, at the AGM, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Articles of Association (the “Existing Articles”) to correct typographical errors in Article 30.3 of the Existing Articles. On May 6, 2022, the Company filed the Amendment with the Registrar of Companies of the Cayman Islands, which Amendment became effective as of the date of the AGM.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRITERRAS, INC.
Date: May 10, 2022	By:	/s/ Srinivas Koneru
Date: May 16, 2022	By:	/s/ Srinivas Koneru
		Name: Srinivas Koneru Title: Executive Chairman and
	Name:	Srinivas Koneru
	Title:	Executive Chairman and
		Chief Executive Officer

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Exhibit No.		Description
3.1		Amendment to Amended and Restated Articles of Association.
10.1		Stipulation and Agreement of Settlement, dated April 27, 2022, by and among (i) John A. Erlandson and James Ian Norris, and (ii) Triterras, Inc., Netfin Acquisition Corp., Triterras Fintech Pte. Ltd., MVR Netfin LLC, Richard Maurer, Marat Rosenberg, Vadim Komissarov, Gerald Pascale, Srinivas Koneru, James H. Groh, Alvin Tan, John A. Galani, Matthew Richards, Vanessa Slowey, and Kenneth Stratton.
99.1		Press Release: Triterras Announces Settlement in Principle of Class Action Litigation, dated May 16, 2022.

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Filing Compare · Triterras, Inc.