Triterras Inc. (NasdaqGM: TRIT,
TRITW) (“Triterras” or the “Company”)
, a
leading fintech company focused on trade and trade finance, today
is announcing that it has received a Staff Determination from
Nasdaq dated December 10, 2021 (“Staff Determination”) for not
complying with Nasdaq’s filing requirements because it has not
filed its Annual Report on Form 20-F (“Annual Report”) for the
fiscal year ended February 28, 2021 (“FY 2021”), and the Staff
Determination will lead to a suspension of the trading of the
Company’s securities on December 21, 2021 if the Company does not
appeal the Staff Determination.
The Company has lodged an appeal of the Staff
Determination and request for a hearing before the Nasdaq Hearings
Panel (the “Panel”) together with a request for an extension of a
stay of the suspension of trading until a decision is rendered in
the appeal.
With regard to the filing of the Annual Report,
the Company has kept its shareholders and the public regularly
informed through the filing of Form 6-K filings and press
releases.
The Company had on June 18, 2021, announced the
appointment of Nexia TS Public Accounting Corporation (“Nexia TS”)
as its new independent auditor for FY 2021, and the intention was
for Nexia TS to begin work immediately and complete the independent
audit of the Company’s financial statements for FY 2021 (the
“Audit”) as soon as possible. On July 1, 2021, the Company received
a notice from Nasdaq stating that the Company was not in compliance
with Nasdaq’s filing requirements set out in Listing Rule
5250(c)(1) because it had not filed its Annual Report on Form 20-F
for FY 2021.
The Company’s Annual Report cannot be filed
until after the Audit for FY 2021 has been completed. In response,
on July 30, 2021, the Company, working with Nexia TS, submitted an
explanation for the delay and a plan to regain compliance. On
August 23, 2021, the proposed compliance plan was supplemented with
additional information in response to questions from Nasdaq.
On August 24, 2021, Nasdaq granted the Company
an exception until November 1, 2021, to regain compliance. The
Company went on to retain the services of a globally recognized
independent auditing firm on October 26, 2021 to provide additional
accounting assistance in an effort to ensure the proper completion
of the Audit and filing of Form 20-F.
On October 31, 2021, the Company submitted a
supplement to its compliance plan, requesting an extension of the
exception until December 1, 2021. Nasdaq granted this request on
November 4, 2021. On December 1, 2021, the Company submitted a
third request for an exception until December 8, 2021.
Throughout the extension period, the Company has
been working diligently to complete the Audit and regain listing
compliance. To date, all of the tasks set out in the plan to regain
compliance have been completed with one exception, namely the
completion of the Audit by Nexia TS.
The Company believes it is unfortunate that
there has been a significant delay on the part of Nexia TS to
complete the Audit, and the Company had no alternative but to send,
through its lawyers, a demand letter to Nexis TS on December 14,
2021 confirming the Company’s position on certain matters related
to Nexia TS.
The Company will provide a further update when
appropriate.
About TriterrasTriterras is a
leading fintech company focused on trade and trade finance. It
launched and operates Kratos™—one of the world’s largest trading
and trade finance platforms that connects and enables commodity
traders to trade and source capital from lenders directly online.
For more information, please visit triterras.com or email us at
contact@triterras.com.
Forward Looking StatementsThis
press release includes “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 future performance as well as timing of completion of
the Audit and filing of the Annual Report with the U.S. Securities
and Exchange Commission (the “SEC”). These forward-looking
statements involve significant risks and uncertainties that 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 the completion of the Audit,
Nasdaq’s response to the Company’s request for a hearing and to
stay the delisting of its securities, as well as the risks and
uncertainties incorporated by reference under “Risk Factors” in
Triterras’ Form 20-F (001-39693) filed with the SEC on November 16,
2020 and in Triterras’ other filings with the SEC. Triterras
cautions that the foregoing list of factors is not exclusive. There
can be no assurance that any of Triterras’ requests for a hearing
before the Panel and for an extended stay of the suspension of the
Company’s securities will be granted, that the Audit will be
completed sufficiently in advance to enable Triterras to complete
and file the Annual Report before the conclusion of the hearing
process, that the Panel will render a decision favorable to
Triterras in its appeal of the Staff Determination, or that
Triterras will be able to regain compliance with the Nasdaq Listing
Rules within any additional extension period granted by Nasdaq
(including by the Panel). 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.
Investor Relations Contacts:Jim
Groh, Triterras Inc.Mobile: +1 (678) 237-7101Email:
IR@triterras.com
Gateway Investor RelationsMatt
Glover and Jeff Grampp, CFAOffice: +1 (949) 574-3860Email:
TRIT@gatewayir.com
Media Contacts:Gregory
Papajohn, Office of Corporate Communications, Triterras,
Inc.Mobile: +1 (917) 287-3626Email: press@triterras.com
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