LFIN / Longfin Corp. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

LFIN / LongFin Corp / Hudson Bay Capital Management LP - LFIN 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Longfin Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 54304F106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Material Impairments, Bankruptcy or Receivership, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporatio

Assignment for the Benefit of Creditors dated November 14, 2018.

Monmouth County Document Summary Sheet dated November 19, 2018.

LFIN / LongFin Corp Class A NT 10-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Amended and Restated Master Netting Agreement.

AMENDED AND RESTATED MASTER NETTING AGREEMENT AMENDED AND RESTATED MASTER NETTING AGREEMENT (the “Agreement”), dated as of August 20, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).

Form of New Warrant

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Amendment and Exchange Agreement, dated August 20, 2018, by and between Longfin Corp. and the Investor.

AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 20th day of August, 2018, by and among Longfin Corp.

Form of New Senior [Secured] Convertible Notes to be issued by Longfin.

[FORM OF [SERIES A SENIOR CONVERTIBLE NOTE] [SERIES A-1 SENIOR CONVERTIBLE NOTE] [SERIES B SENIOR SECURED CONVERTIBLE NOTE]] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Form of New Investor Note to be issued by the Investor.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 20, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

LFIN / LongFin Corp Class A 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38192 LONGFIN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

LFIN / LongFin Corp Class A 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38192 LONGFI

LFIN / LongFin Corp Class A NT 10-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: . . . . . 3235-0058 Washington, D.C. 20549 Ex : pires: October 31, 2018 Estimated average burden hours per response. . . . . . . . 2.50 FORM 12b-25 SEC FILE NUMBER 001-38192 NOTIFICATION OF LATE FILING CUSIP NUMBER 54304F106 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ]

LFIN / LongFin Corp Class A 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38192 Longfin Corp., The Nasdaq Stock Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 17 State Stree

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

LFIN / LongFin Corp Class A 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38192 LO

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

LFIN / LongFin Corp Class A 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 001-38192 LO

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Longfin Corp. Announces Receipt of Nasdaq Non-Compliance Letter

EXHIBIT 99.1 Longfin Corp. Announces Receipt of Nasdaq Non-Compliance Letter New York, April 9, 2018 (GLOBE NEWSWIRE) - Longfin Corp. (“Longfin” or the “Company”) (LFIN) announced today that on April 6, 2018 it received a NASDAQ Delinquency Compliance Plan Alert Letter (the “Letter”) from Nasdaq (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), because

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Changes in Registrant's Certifying Accountant, Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2017 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction (Commission (I.R.S.

Letter of CohnReznick LLP to the SEC dated April 5, 2018

Exhibit 16.1 April 5, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read the statements made by Longfin Corp. in its Form 8-K dated April 5, 2018, which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K. We agree with the statements concerning our Firm in such Form 8-K. Very

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

LFIN / LongFin Corp Class A 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 001-38192

Subsidiaries of Longfin Corp.

EX-21 2 ex21.htm Exhibit 21 LIST OF SUBSIDIARIES OF LONGFIN CORP. AT DECEMBER 31, 2017 Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Longfin Tradex Pte. Ltd. Singapore

Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commiss

Amended and Restated Certificate of Incorporation of the Registrant (4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) LONGFIN CORP. (Name of Compa

LFIN / LongFin Corp / Meenavalli Venkata Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LONGFIN CORP. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 54304 F 106 (CUSIP Number) Mitchell S. Nussbaum, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-4159 (Name, Address and Telephone Numbe

Form of Senior Secured Convertible Notes issued by Longfin. (6)

[FORM OF [SERIES A SENIOR CONVERTIBLE NOTE][SERIES B SENIOR SECURED CONVERTIBLE NOTE]] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Form of Registration Rights Agreement. (13)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 13, 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?).

Form of Investors’ Note Purchase Agreement. (12)

EXECUTION COPY NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the ?Agreement?), dated as of January 22, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?) and the investor signatory hereto (the ?Investor?).

Securities Purchase Agreement, dated January 22, 2018, by and between Longfin and the Investor (10)

EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 22, 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a ?Buyer? and collectively, the ?Buyers?).

Form of Investor Note issued by the Investor. (7)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 22, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Co

Form of Placement Agent Warrant (9)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Amendment No.1 to Securities Purchase Agreement, dated February 12, 2018 by and between Longfin and the Investor. (16)

EXECUTION COPY AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1, dated as of February 12, 2018 (this ?Amendment?), to the SECURITIES PURCHASE AGREEMENT (the ?Securities Purchase Agreement?), dated as of January 22, 2018, by and among Longfin Corp., a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?), and the undersig

Form of Investor Warrant. (8)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Form of Master Netting Agreement. (11)

MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the ?Agreement?), dated as of February 13, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?) and the investor signatory hereto (the ?Investor?, and together with the Company, the ?Parties? and each a ?Party?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) LONGFIN CORP. (Name of Compa

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commi

Letter of AJSH & Co. LLP to the SEC dated February 7, 2018

NOTE PURCHASE AGREEMENT

EXECUTION COPY NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the ?Agreement?), dated as of January 22, 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?) and the investor signatory hereto (the ?Investor?).

Multibillion Dollar Fund to Invest $52.7 million into Longfin Corp.

EX-99 12 pr.htm PRESS RELEASE ISSUED ON JANUARY 23, 2018 Multibillion Dollar Fund to Invest $52.7 million into Longfin Corp. January 23, 2018 08:30 ET | Source: LongFin Corp New York, Jan. 23, 2018 (GLOBE NEWSWIRE) - Longfin Corp. (“Longfin” or the “Company”) (NASDAQ: LFIN) a leading global FinTech company, has announced that the Company has entered into a securities purchase agreement with a mult

[FORM OF WARRANT]

[FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

[FORM OF [SERIES A SENIOR CONVERTIBLE NOTE][SERIES B SENIOR SECURED CONVERTIBLE NOTE]]

[FORM OF [SERIES A SENIOR CONVERTIBLE NOTE][SERIES B SENIOR SECURED CONVERTIBLE NOTE]] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Form of Voting and Lockup Agreement (15)

VOTING AND LOCKUP AGREEMENT VOTING AND LOCKUP AGREEMENT, dated as of January, 2018 (this ?Agreement?), by and between by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?) and the stockholder signatory hereto (the ?Stockholder?).

Form of Placement Agency Agreement (14)

PLACEMENT AGENCY AGREEMENT January 22, 2018 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, NY 10004 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (?Agreement?) sets forth the terms upon which Joseph Gunnar & Co., LLC (hereinafter referred to as the ?Placement Agent? or ?Joseph Gunnar?) shall be engaged by Longfin Corp., a Delaware corporation (the ?Company

SECURITIES PURCHASE AGREEMENT

EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 22, 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a ?Buyer? and collectively, the ?Buyers?).

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 22, 2018 Longfin Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission File Numb

SECURED PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.

MASTER NETTING AGREEMENT

MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the ?Agreement?), dated as of January , 2018, by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?) and the investor signatory hereto (the ?Investor?, and together with the Company, the ?Parties? and each a ?Party?).

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of January , 2018, is by and among Longfin Corp, a Delaware corporation with offices located at 16-017, 85 Broad Street, New York, New York 10004 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?).

[FORM OF WARRANT]

ML DRAFT 1/22/18 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 11, 2017 LONGFIN CORP (Exact name of registrant as specified in its charter) Delaware 001-38192 81-5312393 (State or other jurisdiction of incorporation) (Commission File No.) 16-017, 85 B

Longfin Corp acquires Blockchain empowered Global Micro-lending solutions provider Ziddu.com

Longfin Corp acquires Blockchain empowered Global Micro-lending solutions provider Ziddu.

Asset Purchase Agreement dated December 11, 2017 between Longfin Corp. and Meridian Enterprises Pte. Ltd. (3)

EX-2 4 ziddupurchase.htm AGREEMENT ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made on December 11th, 2017 by and between Longfin Corp, a Delaware Corporation (the "Purchaser") with its legal address being 16-017, Broad Street, New York 1004 and Meridian Enterprises Pte. Ltd (the “Seller”) with its legal address being at 105, CECIL Street #11-00, The Octagon Singapo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 LONGFIN, Corp. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 LONGFIN, Corp. (Exact name of registrant as specified in its charter) Delaware 81-5312393 (State or other jurisdiction of incorporation or organization) 16-017, 85 Broad Street, New York NY (Addres

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No. 9 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No. 9 File No. 024-10684 Longfin Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SEMI ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the Semiannual Period Ended June 30, 2017 LONGF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMIANNUAL REPORT PURSUANT TO REGULATION A SEMI ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the Semiannual Period Ended June 30, 2017 LONGFIN CORP (Exact name of registrant as specified in its charter) Delaware 81-5312393 (State or other jurisdiction of incorporation or organization) (I.R

VIA EDGAR

VIA EDGAR October 10th, 2017 Jan Woo Legal Branch Chief Office of Information Technologies and Services Securities and Exchange Commission 100 F Street, N.

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No. 7 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No. 7 File No. 024-10684 Longfin Corp.

CORRESP

1-A POS LIVE 0001699683 XXXXXXXX 024-10684 false false true Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 16-017, 85 BROAD STREET NEW YORK NY 10004 9088640096 Andy Altahawi/Adamson Brothers Other 75.

CORRESP

1-A POS LIVE 0001699683 XXXXXXXX 024-10684 false false true Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 16-017, 85 BROAD STREET NEW YORK NY 10004 9088640096 Andy Altahawi/Adamson Brothers Other 75.

ESCROW AGREEMENT

AMENDED UNDERWRITING AGREEMENT

CORRESP

ESCROW AGREEMENT

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No. 6 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No. 6 File No. 024-10684 Longfin Corp.

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No. 6 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No. 6 File No. 024-10684 Longfin Corp.

AMENDED UNWIRING AGREEMENT

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.5 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No.5 File No. 024-10684 Longfin Corp. Up

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.4 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No.4 File No. 024-10684 Longfin Corp. Up

CORRESP

1-A POS LIVE 0001699683 XXXXXXXX 024-10684 false false true Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 16-017, 85 BROAD STREET NEW YORK NY 10004 9088640096 Andy Altahawi/Adamson Brothers Other 75.

LONGFIN CORP. 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT

LONGFIN CORP. 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT August 21,2017 Network 1 Financial Securities, Inc. Galleria, Penthouse 2 Bridge Avenue, Building 2 Red Bank, NJ 07701 Dear Ladies and Gentlemen: Longfin Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this "Agreement"), to issue and

BYLAWS OF LONGFIN, CORP., (as Amended)1 A Delaware Corporation ARTICLE I OFFICES; PURPOSE

BYLAWS OF LONGFIN, CORP., (as Amended)1 A Delaware Corporation ARTICLE I OFFICES; PURPOSE Section 1.01. Registered Office. The registered office of LONGFIN, CORP., (the ?Corporation?) in the State of Delaware shall be located at 2035 Sunset Lake Rd, Suite B-2, Newark, DE 19702. The name of the Corporation?s registered agent at such address shall be Corporation Service Company. The registered offic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 LONGFIN, Corp. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 LONGFIN, Corp. (Exact name of registrant as specified in its charter) Delaware 81-5312393 (State or other jurisdiction of incorporation or organization) 16-017, 85 Broad Street, New York NY (Addres

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.3 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No.3File No. 024-10684 Longfin Corp. Up

CORRESP

1-A POS LIVE 0001699683 XXXXXXXX 024-10684 false false true Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 16-017, 85 BROAD STREET NEW YORK NY 10004 9088640096 Andy Altahawi/Adamson Brothers Other 75.

MARKETING MATERIAL

UNDERWRITING LOI

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.2 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No.2 File No. 024-10684 Longfin Corp. Up

BYLAWS OF LONGFIN, CORP., (as Amended)1 A Delaware Corporation ARTICLE I OFFICES; PURPOSE

BYLAWS OF LONGFIN, CORP., (as Amended)1 A Delaware Corporation ARTICLE I OFFICES; PURPOSE Section 1.01. Registered Office. The registered office of LONGFIN, CORP., (the “Corporation”) in the State of Delaware shall be located at 2035 Sunset Lake Rd, Suite B-2, Newark, DE 19702. The name of the Corporation’s registered agent at such address shall be Corporation Service Company. The registered offic

EXPLANATORY NOTE

EXPLANATORY NOTE This Post-Qualification Offering Circular Amendment No.1 amends the offering circular of Longfin Corp. as qualified on June 16, 2017, and as may be amended and supplemented from time to time (the “offering circular”), to add, update and/or replace information contained in the offering circular. Post-Qualification Offering Circular Amendment No.1 File No. 024-10684 Longfin Corp. Up

FORMATION AMENDED

June 7th, 2017

CORRESP 1 filename1.htm June 7th, 2017 VIA EDGAR Jan Woo Legal Branch Chief Office of Information Technologies and Services U.S. Securities and Exchange Commission Washington, D.C. Re: Longfin Corp. Amendment No. 3 to Offering Statement on Form 1-A Filed May 24, 2017 File No. 024-10684 Dear Ms. Woo, On behalf of Longfin Corp., I wish to formally request the acceleration of the effective date and t

CORRESP

VIA EDGAR Jan Woo Legal Branch Chief Office of Information Technologies and Services U.

CORRESP

VIA EDGAR Jan Woo Legal Branch Chief Office of Information Technologies and Services U.

July 7th, 2017

CORRESP 1 filename1.htm July 7th, 2017 VIA EDGAR Jan Woo Legal Branch Chief Office of Information Technologies and Services U.S. Securities and Exchange Commission Washington, D.C. Re: Longfin Corp. Amendment No. 3 to Offering Statement on Form 1-A Filed May 24, 2017 File No. 024-10684 Dear Ms. Woo, On behalf of Longfin Corp., I wish to formally request the acceleration of the effective date and t

Addendum to Share Exchange Agreement, dated April 20, 2017, between Longfin Corp. and Longfin Tradex Pte. Ltd. (2)

Addendum 1 to Share Exchange Agreement This Addendum to Share Exchange Agreement (the "Agnement") entered on 1March 2017 (this "Addendum 1") is entered into as of this 20.

CORRESP

1-A/A LIVE 0001699683 XXXXXXXX 024-10684 false false true Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 205 CHUBB AVE LYNDHUSRT NJ 07071 9088640096 Andy Altahawi/Adamson Brothers Other 75.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

May 23, 2017 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM Board of Directors LongFin Corp We hereby consents to the inclusion in the Offering Circular filed under Regulation A Tier 2 on Form 1-A of Longfin Corp of our reports dated May 23, 2017, with respect to the balance sheets of Longfin Corp as of February 28, 2017 and the related statements of operations, shareholder's equity and cash flows for the period from February 1, 2017 (inception) to February 28, 2017 and the related notes to the financial statements and our reports dated May 23, 2017, with respect to the balance sheets of Stampede Tradex Pte.

Vaw Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312

Vaw Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312 www.kozlowskilegal.com May 10, 2017 Longfin Corp. 205 D Chubb Avenue Lyndhurst, NJ 07071 Re: Opinion op Counsel ? Offering Statement on Form 1-A for Longfin Corp. Offering of up to 10,000,000 Shares of Common Stock Ladies and Gentlemen: I have been e

As submitted to the Securities and Exchange Commission on May 23, 2017 Longfin Corp. Up to 10,000,000 Shares of Common Stock Minimum purchase: 1,000 Shares ($5,000)

As submitted to the Securities and Exchange Commission on May 23, 2017 Longfin Corp.

CORRESP

1-A/A LIVE 0001699683 XXXXXXXX 024-10684 false false false Longfin Corp DE 2017 0001699683 7374 81-5312393 3 0 205 CHUBB AVE LYNDHUSRT NJ 07071 9088640096 Andy Altahawi/Adamson Brothers Other 75.

As submitted to the Securities and Exchange Commission on May 8, 2017 Longfin Corp. Up to 10,000,000 Shares of Common Stock Minimum purchase: 1,000 Shares ($5,000)

As submitted to the Securities and Exchange Commission on May 8, 2017 Longfin Corp.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

May 8, 2017 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM Board of Directors LongFin Corp We hereby consents to the inclusion vn the Offering Circular filed under Regulation A Tier 2 on Form 1-A of Longfin Corp of our reports dated May 8, 2017, with respect to the balance sheets of Longfin Corp as of February 28, 2017 and the related btatements of operations, shareholder's equity and cash flows for the period from February 1, 2017 (inception) to February 28, 2017 and ths related notes to the financial statements and our reports dated May 8, 2017, with respect to the balance sheets of Stampede Tradex Pte.

Law Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312

Law Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312 www.kozlowskilegal.com May 10, 0017 Longfin Corp. 205 D Chubb Avenue Lyndhurst, NJ 07071 Re: Opinion of Counsel – Offering Statement on Form 1-A for Longfin Corp. Offering of up to 10,000,000 Shares of Common Stock Ladies and Gettlemen: I have been e

As submitted to the Securities and Exchange Commission on April 18, 2017 Longfin Corp. Up to 20,000,000 Shares of Common Stock Minimum purchase: 1,000 Shares ($2,500)

As submitted to the Securities and Exchange Commission on April 18, 2017 Longfin Corp.

As submitted to the Securities and Exchange Commission on March 10, 2017 Longfin Corp. Up to 20,000,000 Shares of Common Stock Minimum purchase: 1,000 Shares ($2,500)

As submitted to the Securities and Exchange Commission on March 10, 2017 Longfin Corp.

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EX

Law Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312

Law Office of CHRISTOPHER A. KOZLOWSKI 30 Vail Place at Rahway Train Station Plaza P.O. Box 167-D Rahway, NJ 07065 (732) 388-0281 Fax: (732) 381-5312 www.kozlowskilegal.com March 10, 2017 Longfin Corp. 205 D Chubb Avenue Lyndhurst, NJ 07071 Re: Opinion of Counsel – Offering Statement on Form 1-A for Longfin Corp. Offering of up to 20,000,000 Shares of Common Stock Ladies and Gentlemen: I have been

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

March 10,2017 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM Board of Directors LongFin Corp We hereby consents to the inclusion in the Offering Circular filed under Regulation A tier 2 on form 1-A of Longfin Corp of our reports dated March 10, 2017, with respect to the balance sheets of Longfin Corp of February 28, 2017 and the related statements of operations, shareholder's equity and cash flows for the period from February 1, 2017 (inception) to February 28, 2017 and the related notes to the financial statements and our reports dated March 10, 2017, with respect to the balance sheets of Stampede Tradex Pte.

As submitted to the Securities and Exchange Commission on March 10, 2017 Longfin Corp. Up to 20,000,000 Shares of Common Stock Minimum purchase: 1,000 Shares ($2,500)

As submitted to the Securities and Exchange Commission on March 10, 2017 Longfin Corp.

Longfin Corp., 205 Chubb Ave, Lyndhurst, New Jersey 07071

Longfin Corp., 205 Chubb Ave, Lyndhurst, New Jersey 07071 Board Meeting: February 1st, 2017 Mr. Venkat S Meenavalli, Mr. Yogesh Patel 205 Chubb Ave, Lyndhusrt, NJ 07071 Re: Longfin Corp., Special Meeting Dear Gentlemen: Please take notice of a Special Meeting of the Board of directors being called by Board President, Venkat S Meenavalli,, pursuant to Longfin Corp., By-laws, ARTICLE II, Section 2.0

Share Exchange Agreement, dated March 1, 2017, between Longfin Corp. and Longfin Tradex Pte. Ltd. (1)

BYLAWS OF LONGFIN, CORP., A Delaware Corporation ARTICLE I OFFICES; PURPOSE

BYLAWS OF LONGFIN, CORP., A Delaware Corporation ARTICLE I OFFICES; PURPOSE Section 1.01. Registered Office. The registered office of LONGFIN, CORP., (the ?Corporation?) in the State of Delaware shall be located at 2035 Sunset Lake Rd, Suite B-2, Newark, DE 19702. The name of the Corporation?s registered agent at such address shall be Corporation Service Company. The registered office and/or regis

CHARTER