Netfin Acquisition Corp.

Approximately $6,700 of cash against $257 million of trust is the sharpest illustration in this slice that trust money is not the company's money: the shell is functionally out of cash while holding a quarter of a billion dollars it cannot touch. Its legal fees are contingent on an outcome, so the deficit resolves at closing or at liquidation but not by trading. The trust and the $10.17 are September 30, 2020 figures and neither is a redemption price; nothing was written to a trust, floor, status or deadline field.

The sellers take cash out at closing as well as stock: $60,000,000 in cash plus 51,622,419 Holdco Ordinary Shares, with up to a further 15,000,000 Holdco Ordinary Shares if Holdco meets certain financial or share price thresholds. Netfin's own holders simply exchange each ordinary share for one Holdco ordinary share, and their warrants are assumed by Holdco on identical terms, so the dilution comes entirely from what the sellers receive. Holdco's authorised capital is increased to 469,000,001 ordinary shares and 30,999,999 preference shares of US$0.0001 each.

An operating metric for the merger target published by the target itself and relayed by the SPAC weeks before the shareholder vote. Two cautions the filing itself supports: the $5 billion is stated as VOLUME FACILITATED on a marketplace, which is not revenue and not a balance sheet figure, and Netfin expressly disclaims that any of it is material. The number is Triterras's own, unaudited as presented here, and the detail sits in the exhibit.

Netfin's own holders move into the new Cayman holding company one-for-one — units detach into one Class A Share and one warrant, each ordinary share becomes one Holdco Ordinary Share, and the warrants are assumed on identical terms — so the exchange itself is neutral and the dilution is the 51,622,419 shares paid to the Sellers plus up to a further 15,000,000 issued if Holdco meets financial or share-price thresholds. The charter change authorises 469,000,001 ordinary shares and 30,999,999 preference shares of US$0.0001 par value. Both the meeting date and the document's own date are blank.

The deal arrives while the shell is short of cash outside trust, and the accrued legal fees that create the deficit fall due precisely at a closing or liquidation - so the going-concern condition resolves either way rather than being cured. Trust figures are June 30, 2020 balances and $10.17 is a carrying value, not a redemption price. The named target and Holdco structure are recorded as filed; no status, deadline or trust field was written.

The letter of intent announced on June 29, 2020 became a signed deal a month later, and the cash leg is the term that binds: the $60,000,000 of cash consideration comes out of Netfin's trust after all redemptions, so heavy redemptions squeeze the sellers' cash rather than the share count. Closing conditions are light for the period — shareholder approval, Nasdaq listing, an effective registration statement and at least $5,000,001 of net tangible assets, with no minimum-cash test. The outside date is July 28, 2021, a full year out.