October 1, 2020   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549   Attn:                     Joseph Cascarano, Senior Staff Accountant Robert Littlepage, Accounting Branch Chief Edwin Kim, Staff Attorney Jan Woo, Legal Branch Chief   Re:                       Netfin Holdco Registration Statement on Form F-4 Filed August 28, 2020 File No. 333-248486   Dear Mr. Kim:   On behalf of our client, Netfin Holdco, a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced registration statement on Form F-4 filed on August 28, 2020 (the “Registration Statement”), contained in the Staff’s letter dated September 25, 2020 (the “Comment Letter”).   The Company has filed via EDGAR its amended Registration Statement on Form F-4 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

Form F-4 Filed August 28, 2020

Questions and Answers About The Proposals

Are there any other matters being presented to the shareholders at the meeting?, page 4

Response: The Company has revised its disclosure on page 4 to clarify that Netfin shareholders will be able to vote separately on the three matters constituting the Charter Proposals, the non-binding effect of the Charter Proposals and the impact on Netfin’s ability to proceed with the Business Combination and the Merger Proposals if shareholders do not approve the Charter Proposals. The Company has also revised its disclosure on pages 3, 4, 14 and 94 to explain that the business combination and merger may still proceed without shareholder approvals of all three Charter Proposals.

Response: The Company has revised its disclosure on pages 4, 17, 81 and 93 to clarify that each of the Business Combination and Merger Proposals will only be adopted and approved if both are approved.

I am a Netfin warrant holder. Why am I receiving this proxy statement/prospectus?, page 4

Response: The Company has revised its disclosure on pages 5 and 8 to clarify that the Netfin Warrants will by their terms, be assumed by Holdco and thereby entitle the holders to purchase ordinary shares of Holdco (and not Netfin).

Response: Upon the closing of the Business Combination, Holdco, as the legal successor to Netfin under Rule 12g-3, will assume Netfin’s CIK number and file a Form 8-A/A and a shell company transition report on Form 20-F. It will also file a Form 10 to delist its units from NASDAQ and a Form 15 to de-register its units under the Securities Exchange Act of 1934.

Summary of Proxy Statement/Prospectus, page 10

Response: The Company included the Sponsor of Netfin as one of the Parties described in the summary on page 10 and described its ownership and its affiliation with Netfin management as well as any material agreements or arrangements related to the business combination.

Response: The summary description of Fintech has been expanded with additional disclosure from the “Business of Fintech” section to clarify which modules are still in development, and the basis for Netfin and Fintech’s belief that Kratos is the world’s largest commodity trading and trade finance platform, as measured by total transaction volume. Additional support for this belief is included in “Business of Fintech – Competition” on page 122.

Response: A cross-reference has been added to the summary which refers readers to “Business of Fintech – Geographic Footprint & Employees” on page 123 where additional disclosure has been added to clarify four distinct geographic categories: the location of users (which is equivalent to the location associated with revenue generation), the load and discharge markets for commodities which users trade via the “Trade Discovery” module and the location of lenders which provide financing via the “Trade Finance” module.

Response: The Company has revised the disclosure on page 25, 26 and 127 to clarify how it determined $172.3 million as the redemption limit.

Response: The Company has revised the disclosure on pages 5, 18, 54 and 125 to clarify that if redemptions exceed $172.3 million, Netfin will need to seek additional debt or equity financing, which may only be obtained with the prior written consent of the sellers.

Comparative Per Share Data, page 26

Response: The Company has updated the disclosure surrounding Netfin’s pro forma book value per share on page 26.

Response: The comparative per share data table was updated on page 26 to add dividends per share.

Background of the Business Combination, page 57

Response: The Company has updated the disclosure in the Background of the Business Combination section to provide more detail.

Netfin’s Board of Directors’ Reasons for Approval of the Business Combination, page 60

Response: The Company has removed the sentence regarding the Board’s deliberations on the fairness of the consideration to be paid to Fintech. The Company did not receive a valuation report from its advisors and its advisors did not perform valuation methods.

Certain Forecasted Financial Information for the Company, page 65

Response: Additional disclosure has been included on page 66 which describes the assumptions underlying the Projections:

In the view of Fintech’s management team, the Projections were prepared on a reasonable basis, reflected the best currently available estimates and judgments of Fintech and presented, to the best of their knowledge and belief, the expected course of action and the expected future financial performance of Fintech. In particular, Fintech’s management team has explicitly assumed in providing the Projections to the Board that Transaction Volume will continue to grow rapidly as Fintech addresses the trade finance shortfall for SMEs, which was estimated by the WTO at US$1.5 trillion in 2019. Other elements of the Projections are driven by assumed Transaction Volume, and related assumptions, including that: (i) Trade Finance Volume will be 33% of Transaction Volume, (ii) the Transaction Fee and the Trade Finance fees will gradually decrease, as shown in the Projections, (iii) no revenue will be produced by the “Insurance” module or the “Logistics” module, (iv) the “Supply Chain Finance” module, which has yet to begin commercial operations, is projected to contribute a small portion of Trade Finance Volume, which is included in the Projections, beginning in FY21, (v) most costs are expected to grow linearly, in line with revenues and EBITDA, and (vi) following completion of the Business Combination, Total Expenses are expected to be markedly higher due to the costs associated with being a public company.

As of the date of the Projections, only assumption (iv) described above with respect to the “Supply Chain Finance” module relates to a line of business where Fintech does not have any customers.

The Business Combination Agreement, page 80

Response: The disclosure of the differences between the calculation of Holdco’s Adjusted EBITDA* and Fintech’s EBITDA* has been clarified on page 87.

The Merger Proposal, page 90

Response: The Company has revised the disclosure on page 92 to clarify that the Merger Proposal contains the Netfin shareholder authorization to remove the SPAC-related provisions from the Netfin charter and to describe the SPAC-related provisions that will be removed.

Response: The Company has revised the disclosure on page 92.

Information about Executive Officers, Directors and Nominees, page 94

Response: Mr. Koneru’s biography on page 97 has been clarified to disclose his role on Rhodium’s board and risk committee and the board of Triterras Asia and Triterras Holdings Pte. Ltd. Disclosure has also been added on page 97 to clarify that, following the completion of the Business Combination, the executive officers will be our full time employees.

Response: The Company intends to avail itself of the controlled company exemptions and the foreign private issuer exemptions for NASDAQ corporate governance rules. The summary on page 11 and the risk factors on pages 48 - 49 have been updated accordingly.

Business of Fintech, page 109

Response: A cross reference has been added on page 112 to direct readers to the “Our Relationship with Rhodium” subsection, where additional disclosure has been added to expand on Rhodium’s business and the Origination Agreement with Rhodium, which has been filed as an exhibit to the proxy statement/prospectus. In addition disclosure has been added to explain that, based on currently available interim accounts, Fintech expects that for the six months ended August 31, 2020 Rhodium will have accounted for 15.5% of its revenue.

Fintech believes that the declining proportion of revenue attributable to Rhodium supports its belief that it will not substantially depend on Rhodium for referrals in the near future. The declining proportion of revenue attributable to Rhodium is due to Fintech’s strong product, which it believes is very attractive to current and future potential users, as well as incentives offered to some users (in addition to the Origination Agreement with Rhodium) to refer new traders in their ecosystem, see “Operating And Financial Review And Prospects Of Fintech - Known Trends or Future Events - Acceptance of the Kratos platform” and “Operating And Financial Review And Prospects Of Fintech - Known Trends or Future Events – Kratos’ offering” on page 134.

Response: Fintech’s “Trade Finance” module is a platform enabling trade finance by offering lending opportunities to our lender users, who set their own interest rate and other fees before agreeing to finance the transaction, with payment currently made outside of Kratos. To the extent Fintech in the future begins to facilitate payments on Kratos, it will use third-party payment providers. See “Business of Fintech – The Commodity Trading and Trade Finance Ecosystem Supported by Kratos - “Trade Finance” and “Insurance” modules” on page 114.

Fintech does not believe it is substantially dependent on any single trade financing provider, but is exposed to general risks related to its dependence on external financing providers, see “Risk Factors- We are dependent on external, non-exclusive sources of funding to provide trade financing to our users and a withdrawal of a major financing source from Kratos may have a significant impact on our business and profits.”

Response: Fintech is not directly subject to any material regulation. One component of Fintech’s strategy involves facilitating the access of non-traditional lenders to the trade financing market, as increased regulatory capital requirements imposed on banks by Basel III have made it less profitable and attractive for banks to serve the trade finance market, see “Business of Fintech – Our Strategy - Focus on underserved and fragmented SME market.”

Anticipated Accounting Treatment, page 120

Response: This disclosure has been made consistent.

Description of Transaction, page 122

Response: The Company has disclosed the exchange ratio on pages 26 and 128.

Unaudited Pro Forma Condensed Combined Financial Statements

Pro Forma Condensed Combined Statement of Financial Position, page 124

The Netfin pro forma balance sheets should be followed by separate merger adjustment columns and the pro forma combined balance sheets. The adjustments in these columns should be limited to only those that give effect to the merger.

Response: The Company has updated the pro forma balance sheet on page 129 to add merger adjustment columns.

1. Basis of Presentation, page 126

Response: The Company has revised the disclosure in the Unaudited Pro Forma Condensed Combined Financial Statements to address the Staff’s comments by changing the term “Business Combination” to “Recapitalization” where appropriate.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2019, page 127

Response: The Company has revised the disclosure on page 132 to provide detail on the pro forma adjustments that give effect to the recapitalization, including how we determined the number of shares to be issued in the recapitalization, including the number of shares issued in the recapitalization.

Operating and Financial Review and Prospects of Fintech

Recent Developments, page 129

Response: 99% of the trade receivables balances (including related party trade balances) have been collected subsequent to financial year end. For non-trade amount due from related companies, the company has collected 52% of the outstanding balances to date. The remaining balance of US$2,551,017 is expected to be fully repaid by current financial year end, February 2021. The disclosure on page 139 has been updated accordingly.

Result of Operations, page 131

Response: Additional disclosure has been added on pages 137 and 138.

Response: Additional disclosure has been added on page 135 in a new section entitled “Key Operating Metrics” and defined terms have been conformed throughout the proxy statement/prospectus.

Description of Holdco’s Securities, page 144

Response: A new section providing a comparative description of the material provisions of the Amended and Restated Articles of Holdco, Netfin, and a Delaware corporation has been included, beginning on page 150.

Statement of Comprehensive Income -- Year ended 29 February 2020, page F-21

Response: While the amount attributable to the Cost of Revenue of US$103,631 is not material, the financial statement presentation of functional expenses has been revised on page 137 and F-21 to present separately the Cost of Revenues.

Note 3. Significant Accounting Policies

Revenues

License Fees, page F-31

Response: The transaction price is the amount of consideration an entity expects to receive for the transfer of services to the customers (i.e. granting platform access to the customers). Once the customers have completed registration and the sign-up of the contract, the customers will have a unique access to the platform to commence their own trading. The annual license fees will be billed for each successful sign-up, together with an advance payment from the client that could be utilized to offset against fee payment of future trades. The “90% of license fee” mentioned in the proxy statement/prospectus is making reference to the advance payment.

We have determined that the transaction price is a fixed consideration. There are no components of variable consideration as the consideration amount is not contingent on or subject to changes due to timing or other performance factors. The license fees are paid for the access into the trading platform and recognized as revenue over the life of the contract period. On the other hand, the advance collected from customers is to incentivize them to perform transactions on the platform (recorded as contract liability - refer to question 40) and will be offset against future transactions’ fee payments and will not be an adjustment against Revenue.

Platform Service Fees, page F-32

Response: A “performance obligation” is the unit of account for revenue recognition. An entity assesses the services promised in a contract with a customer and identified as a performance obligation either:

In determination of a service promised in a contract is “distinct”, both of the following criteria need to be met:

The platform service fees earned from “Trade Discovery” and “Trade Finance” modules are separate performance obligations. The fees are charged on arm’s length basis.

The “Trade Discovery” module covers the facilitation of commodity trades, allowing users (buyers and sellers) to find counterparties and transactions on the platform, create buy or sell orders and enter into sales agreements. (Refer to page 113). The platform fees from the “Trade Discovery” module is calculated based on an agreed fixed % fee in the contractual agreement with the customer of the actual trade value transacted on the platform. (Refer to page 116). Each completed trade constitutes a single performance obligation. In regard to satisfied performance obligations, Revenue is recognized at the point in time where trades were completed on the platform (i.e. commodity trade has been transacted and both buyers and sellers have acknowledged the trades to be completed on the platform).

The “Trade Finance” module is used by the lenders or financial institutions to receive funding requests and to provide funding to borrowers. The platform fees from the “Trade Finance” module is calculated based on an agreed fixed % fee in the contractual agreement with the customer of the amount financed by the lenders. (Refer to page 117). Each completed trade financing constitutes a single performance obligation. In regard to satisfied performance obligations, Revenue is recognized at the point in time when funding was provided to the borrowers as acknowledged by the customer on the platform (i.e. lender has disbursed the loan funding to the borrower).

Response: We have disclosed the fees charged as a percentage of the transaction value for both revenue streams under the “Revenue” note 14 (Refer to Page F-42) to the financial statements. As discussed in responses to question 33, there are no variable consideration

For platform fees, the transaction price is the amount of consideration an entity expects to receive for the transfer of services to the customers (i.e. providing a platform to facilitate commodities trading and trade finance).

The platform service fees earned from “Trade Discovery” and “Trade Finance” modules are separate performance obligations (Refer to question 34). Each completed trade and trade financing constitute as a fulfilment of a single performance obligation respectively.

In determining the transaction price, the Company has considered elements stated in IFRS 15, Revenue from Contracts with Customers, paragraph 48. For platform fees, the transaction price is the amount earned based on the services provided and calculated by the amount of transaction value and agreed percentage. As discussed in responses to question 35, there are no elements of variable consideration as the platform fees from the “Trade Discovery” and “Trade Finance” module are calculated based on agreed fixed % fee of the actual trade value transacted and the amount financed by lenders respectively.

In accordance with IFRS 15:31, the Company recognizes revenue when the Company satisfies a performance obligation by transferring a promised service to the customer, as follows:

For “Trade Discovery” Module, the performance obligation of the Company in facilitating counterparties’ trade on the Kratos platform is fulfilled when and both buyers and sellers have acknowledged the trades to be completed on the platform. As such, the revenue is recognized at that point in time.

For “Trade Finance” Module, the performance obligation of the Company in facilitating counterparties in obtaining trade financing is fulfilled when funding provided to the borrowers is acknowledged by the customer on the platform (i.e. lender has disbursed the loan funding to the borrower). As such, the revenue is recognized at that point in time.

Note 6. Trade Receivables, page F-36

Response: The Company has disclosed the amount of related party trade receivables on the face of the financial statements on page F-20.

Note 7. Other Current Assets, page F-37

Response: The Company has disclosed the amounts due from related parties on the face of the financial statements on page F-20. The Company has also identified the related parties and describe the transactions giving rise to the receivables.

Response: The amount due from related parties relates to advances extended to meet short-term working capital requirements and it should not be treated as deduction from equity. The amount due from related parties as at February 29, 2020 is US$5,361,593. The amount of US$2,810,576 was subsequently repaid by August 31, 2020 and the balance amount US$2,551,017 is expected to be repaid by February 28, 2021. The amount due from related parties are primarily receivables from the sister company, Rhodium Resources Pte. Ltd. of US$5,100,094 and receivables from the intermediate holding company, Triterras Asia Pte. Ltd. of US$261,120. As mentioned in the above question 37, the amounts due from related parties will be disclosed as requested.

SAB Topic 4:E and 4:G is not applicable.

SAB Topic 4:E Staff views - relates to receivables from sale of stock issued to officers, directors or other employees before the cash payment in received. As stated in the note to the financial statements of the Company, the amount due from related parties are advances extended to related parties to meet short-term working capital requirements. The amounts are unsecured and repayable upon demand. The Company expects to receive payment from the related parties within the next 12 months. The payment received is treated as repayment of advances and is not a plan to evade registration and reporting requirements of the securities laws.

SAB Topic 4:G Staff views - relates to receivables from a parent or another affiliate and these receivables are often seen as created in order to meet the “substantial assets” test and seen as evidencing a promise to contribute capital but are seldom paid. As stated in the note to the financial statements of the Company, the amount due from related parties are advances extended to related parties to meet short-term working capital requirements. The amounts are unsecured and repayable upon demand. The Company expect to receive payment from the related parties within the next 12 months. The advances extended to related parties is for the purpose of meeting short-term working capital needs and is not created to meet “substantial assets” test or a promise to contribute capital.

Note 12. Revenues, page F-39

Response: The Company has disaggregated the contractual revenues related to Trade Discovery and Trade Finance and have revised the disclosure in the finance statements and disclosed them separately under the “Revenue” note on page F-41.

Response: The amount of the contract liability shown in the balance sheet is US$97,542 and we have recorded such contract liabilities as of the balance sheet date. Refer to Page F-42 and F-43 (Note 12).

* * *

Please do not hesitate to contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

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