Prior to this offering, there has been no public market for our Class A Common Stock. We have applied to list our Common Stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “LFIN.” Our Class A Common Stock will not commence trading on NASDAQ until a number of conditions are met, including that we have raised the minimum amount of offering proceeds necessary for us to meet the initial listing requirements of NASDAQ, which we currently estimate to be approximately $5 million under Net Income Standard. Even if we meet the minimum requirements for listing on NASDAQ, we may wait before terminating the offering and commencing the trading of our Class A Common Stock on NASDAQ in order to raise additional proceeds. We will not consummate and close this offering without a listing approval letter from NASDAQ.

Lead Underwriter

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We have engaged Network 1 Financial Securities, Inc. as the Lead Underwriter (the “Underwriter”) to offer the Offered Shares to prospective investors on a best efforts basis, and our Underwriter will have the right to engage such other broker-dealers or agents as it determines to assist in such offering.

These are speculative securities. Investing in our shares involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 4.  

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) and, as such, may elect to comply with certain reduced reporting requirements for this Offering Circular and future filing after this offering.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

This Offering Circular follows the disclosure format prescribed by Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

16-017, 85 Broad Street, New York NY 10004

The date of this Offering Circular is August 31^th, 2017

1.      SUMMARY OF INFORMATION IN OFFERING CIRCULAR

The following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this Offering Circular., including, but not limited to, the risk factors beginning on page 4. References to “LongFin,” “we,” “us,” “our,” or the “Company” mean Longfin Corp.

Our Company

Longfin Corp., was formed in the State of Delaware on February 1^st, 2017. The Company principal execution office is 16-017, 85 Broad Street, New York NY 10004.

Longfin Corp is an independent finance and technology company (“FINTECH”) specializes in structured trade finance solutions and physical commodities finance solutions for finance houses and trading platforms for North America, South America and Africa regions and has acquired 100% of the global trade finance technology solution provider, its subsidiary Stampede Tradex Pte. Ltd., a Singapore incorporated entity (“Stampede”) and the acquisition has been consummated on June 19, 2017, post the commission qualifications which was on June 16, 2017. Longfin Corp has issued the following common shares in reference to the acquisition of Stampede Tradex Pte. Ltd:

Longfin has issued 27.5 million Class A common shares to Stampede Capital Limited.

Longfin has issued 22.5 million Class B common shares to Mr. Venkata S Meenavalli.

Post-acquisition Longfin became the parent entity and Stampede is subsidiary of Longfin.

LongFin Corp., core business plan is to utilize Stampede’s technology, strategy, infrastructure and its business model for the regions of United States of America, North America, South America and Africa, and to carry the same business as being carried by Stampede for the Asia Pacific, Middle East and Europe region. Stampede being subsidiary of LongFin will continue to grow in Asia Pacific, Middle East and Europe region.

The parent entity post acquisition is Longfin Corp., and for the Offering Circular is defined here as “LongFin”.

We are primarily a technology company providing technology solutions for finance houses, exchanges and trading platforms around the world specializing in ART (Alternative Risk Transfer) using global electronic markets. LongFin provides liquidity / technology solutions to all the major global exchanges / global banks / global commodity trading houses across the globe.

Classes of Shares

LongFin has three classes of common shares: Class A common shares, Class B common shares and Class C common shares, which we refer to collectively as our ‘‘common shares.’’ The Class A common share will provide holders with one vote on all matters submitted to a vote of stockholders, the Class B common shares will each provide holders with one vote on all matters submitted to a vote of stockholders and the Class C common shares will each provide holders with “NO” votes on all matters submitted to a vote of stockholders. These attributes are summarized in the following table:

Class of Common ShareVotes Economic Rights  

Class A common share   1        Yes  

Class B common share   1        Yes  

Class C common share NIL        Yes  

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This Offering

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Investing in our shares involves risk. In evaluating LongFin and its subsidiary, and an investment in the shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering Circular. Each of these risk factors could materially adversely affect LongFin’s business, operating results or financial condition, as well as adversely affect the value of an investment in our shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as variations of Nano technology). You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to Our Business and Industry

We have a limited operating history, which makes it difficult to predict our future operating results.

Longfin is incorporated in 2017 and its subsidiary Stampede has limited operating history since 2014. We began offering our technology solutions that was developed by our subsidiary company Stampede; it has launched its products in 2014, although Stampede was incorporated in 2010. As a result of our limited operating history in the Structured Trade Finance solutions and Real Estate Monetization, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We are an early stage company and have generated modest revenues since inception.

LongFin along with its subsidiary has had modest net income (approximately USD 11.34 million) with operating history of 3 years, and the revenues generated since its inception till end of March 2017 of approximately USD 57.75 million. There is no assurance that LongFin along with its subsidiaries will be profitable or generate sufficient revenue in future. LongFin believes that its ability to generate revenues will be hampered without successfully completing the current funding, which involves substantial risk. As a result, LongFin is dependent upon the proceeds of this Offering and additional fund raises to be able to fulfill its international expansion of operation. If planned operating levels are changed, higher operating costs encountered, lower sales revenue received, more time is needed to implement the plan, or less funding received from Stampede, current operation, more funds than currently anticipated may be required. Additional difficulties may be encountered during this stage of development, such as unanticipated problems relating to the financial industry demand, if additional capital is not available when required, if at all, or is not available on acceptable terms, LongFin may be forced to modify or abandon its business plan.

LongFin is newly established company, however our subsidiary company Stampede is incorporated in 2010 and started operations in 2014, has experienced significant growth in the business, customer base, employee headcount and operations, and we expect to continue to grow our business rapidly over the next several years. This growth places a significant strain on our management team and employees and on our operating and financial systems. To manage our future growth, we must continue to scale our business functions, improve our financial and management controls and our reporting systems and procedures and expand and train our work force. We anticipate that additional investments in sales personnel, technology and research and development spending will be required to:

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scale our operations and increase productivity; 

address the needs of our customers; 

further develop and enhance our existing solutions and offerings; 

develop new technology; and 

expand our markets and opportunity under management, including into innovative solutions and geographic areas. 

We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to expand our market presence in the United States and other current markets or successfully establish our presence in other markets. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

To date, we have derived a substantial majority of our revenue from the electronic trading, market making (FX, FX derivatives and commodities) and trade finance technology solutions. Our efforts to increase use of our platform and other applications may not succeed and may reduce our revenue growth rate.

To date, we have derived a substantial majority of our revenue from customers using our platform for electronic trading and trade finance solutions provided by us. Our sales and marketing of the current platform and the to be launched trade flow platform which is a B2B market place for bankers, corporate, carry trade companies, treasury houses, commodity desks and asset backed securitized companies is uncertain whether these areas will achieve the level of market acceptance we have achieved in our original platform. Further, the introduction of new solutions beyond these markets may not be successful. Because it is our policy not to view actual customer data unless specifically invited by a customer to do so, we are unable to determine with any certainty how customers are using our platform and may not be able to determine with certainty the extent to which our innovative solutions are being utilized by customers. Any factor adversely affecting sales of our platform or solutions, including release cycles, market acceptance, competition, performance and reliability, reputation and economic and market conditions, could adversely affect our business and operating results.

Our solutions face intense competition in the marketplace. If we are unable to compete effectively, our operating results could be adversely affected.

The market for our solutions is increasingly competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Although we believe that our platform and the solutions that it offers are unique, many vendors develop and market products and services that compete to varying extents with our offerings, and we expect competition in our market to continue to intensify. Moreover, industry consolidation may increase competition. In addition, many companies have chosen to invest in their own internal reporting solutions and therefore may be reluctant to switch to solutions such as ours.

We compete with many types of companies, including diversified enterprise software providers; providers of professional trading services, such as trading platforms or ECNs. Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than we do. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities,

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technologies, standards or customer requirements. We could lose customers if our competitors introduce new competitive products and technologies, add new features, acquire competitive products, reduce prices, form strategic alliances with other companies or are acquired by third parties with greater available resources. We also face competition from a variety of vendors of cloud-based and on premise software applications that address only a portion of one of our solutions. We may also face increasing competition from open source software initiatives, in which competitors may provide software and intellectual property for free. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to our solutions without access to setup support services. If we are unable to provide those services on terms attractive to the customer, the prospective customer may be unwilling to utilize our solutions. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenue could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which would adversely affect our business.

If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.

Our market is characterized by rapid technological change, frequent product and service innovation and evolving industry standards. If we are unable to provide enhancements and new features for our existing solutions or new solutions that achieve market acceptance or that keep pace with these technological developments, our business could be adversely affected. The success of enhancements, new features and solutions depends on several factors, including the timely completion, introduction and market acceptance of the enhancements or new features or solutions. Failure in this regard may significantly impair our revenue growth. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our solutions to keep pace with technological changes or operate effectively with future network platforms and technologies could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.

If we fail to manage our technical operations infrastructure, our existing customers may experience service outages, and our new customers may experience delays in the deployment of our solutions.

Longfin together with its subsidiary has experienced significant growth in the number of users, projects and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support changes in hardware and software parameters and the evolution of our solutions, all of which require significant lead time. Our platform interacts with technology provided third-party providers, and our technological infrastructure depends on this technology. We have experienced, and may in the future experience, website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an

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acceptable period. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could adversely affect our reputation and our revenue.

As a Fintech solution provider, we rely on the services of third-party data center hosting facilities. Interruptions or delays in those services could impair the delivery of our service and harm our business.

Our platform has been developed with, and is based on, cloud computing technology. It is hosted pursuant to service agreements on servers by third-party service providers. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct. Unanticipated problems at these facilities could result in lengthy interruptions in our services. If the services of one or more of these providers are terminated, disrupted, interrupted or suspended for any reason, we could experience disruption in our ability to offer our solutions, or we could be required to retain the services of replacement providers, which could increase our operating costs and harm our business and reputation. In addition, as we grow, we may move or transfer our data and our customers’ data to other cloud hosting providers. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. Further, any damage to, or failure of, the cloud servers that we use could result in interruptions in our services. Interruptions in our service may damage our reputation, reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect our renewal rates and our ability to attract new customers. Our business would be harmed if our customers and potential customers believe our service is unreliable.

If the market for our technology delivery model and proprietary software develops more slowly than we expect, our business could be harmed.

The market for cloud-based software is not as mature as the market for packaged software, and it is uncertain whether these services will sustain high levels of demand and market acceptance. Our success will depend to a substantial extent on the willingness of companies to increase their use of cloud-based services in general, and of our solutions in particular. Many companies have invested substantial personnel and financial resources to integrate traditional software into their businesses, and therefore may be reluctant or unwilling to migrate to a cloud-based service. Furthermore, some companies may be reluctant or unwilling to use cloud-based services because they have concerns regarding the risks associated with security capabilities, among other things, of the technology delivery model associated with these services. If companies do not perceive the benefits of cloud-based software, then the market for our solutions may develop more slowly than we expect, or the market for our new solutions may not develop at all, either of which would significantly adversely affect our operating results. We may not be able to adjust our spending quickly enough if market growth falls short of our expectations or we may make errors in predicting and reacting to relevant business trends, either of which could harm our business. If the market for our cloud solutions does not evolve in the way we anticipate, or if customers do not recognize the benefits of our cloud solutions over traditional on-premise enterprise software products, and as a result we are unable to increase sales of subscriptions to our solutions, then our revenue may not grow or may decline, and our operating results would be harmed.

The success of our Fintech based solutions largely depends on our ability to provide reliable solutions to our customers. If a customer were to experience a product defect, a disruption in its ability to use our solutions or a security flaw, demand for our solutions could be diminished, we could be subject to substantial liability and our business could suffer.

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Because our solutions are complex and we continually release new features, our solutions could have errors, defects, viruses or security flaws that could result in unanticipated downtime for our subscribers and harm our reputation and our business. Internet-based software frequently contains undetected errors or security flaws when first introduced or when new versions or enhancements are released. We might from time to time find such defects in our solutions, the detection and correction of which could be time consuming and costly. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions in access, security flaws, viruses, data corruption or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, could delay or withhold payment to us or may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation. We could also lose future sales. In addition, if the public becomes aware of security breaches of our solutions, our future business prospects could be adversely impacted.

Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems for providing our solutions to customers could negatively impact our business.

Our ability to deliver our solutions is dependent on the development and maintenance of the internet and other telecommunications services by third parties. Such services include maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable internet access and services and reliable telecommunications systems that connect our operations. While our solutions are designed to operate without interruption, we may experience interruptions and delays in services and availability from time to time. We rely on systems as well as third-party vendors, including data center, bandwidth, and telecommunications equipment providers, to provide our solutions. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with our customers.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Once our solutions are deployed, our customers depend on our customer success organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our solutions and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers, and our business, operating results and financial position.

Adverse economic conditions or reduced technology spending may adversely impact our business.

Our business depends on the overall demand for technology and on the economic health of our current and prospective customers. In general, worldwide economic conditions remain unstable, and these conditions make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately, and they could cause our customers or prospective customers to reevaluate their decision to purchase our solutions. Weak global economic conditions, or a reduction in technology spending even if economic conditions improve, could adversely impact our business, financial condition and results of operations in a number of ways, including longer sales cycles, lower prices for our solutions, reduced bookings and lower or no growth.

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If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe our corporate culture is a critical component to our success. We have invested substantial time and resources in building our team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and effectively focus on and pursue our corporate objectives.

We depend on our senior management team and other key employees, and the loss of one or more key employees could adversely affect our business.

Our success depends largely upon the continued services of our key executive officers. We also rely on our leadership team and other mission-critical individuals in the areas of research and development, marketing, sales, services and general and administrative functions. From time to time, there may be changes in our management team resulting from the hiring or departure of executives or other key employees, which could disrupt our business. Our senior management and key employees are generally employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business.

Our ability to attract, train and retain qualified employees is crucial to our results of operations and any future growth.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these individuals is intense, especially for engineers with high levels of experience in designing and developing software and internet-related services, senior sales executives and professional services personnel with appropriate financial reporting experience. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have breached their legal obligations or that we have induced such breaches, resulting in a diversion of our time and resources. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our solutions and could have a negative impact on our business.

The future success of our business depends upon the continued use of the internet as a primary medium for commerce, communication and business solutions. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our solutions in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally or result in reductions in the demand for internet-based solutions such as ours.

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In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility and quality of service. The performance of the internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms” and similar malicious programs, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our solutions could suffer.

Data security concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our solutions and adversely affect our business.

We manage private and confidential information and documentation related to our customers’ finances and transactions, often prior to public dissemination. The use of insider information is highly regulated in the United States and abroad, and violations of securities laws and regulations may result in civil and criminal penalties. Privacy and data security are rapidly evolving areas of regulation, and additional regulation in those areas, some of it potentially difficult and costly for us to accommodate, is frequently proposed and occasionally adopted. Changes in laws restricting or otherwise governing data and transfer thereof could result in increased costs and delay operations.

In addition to government activity, the technology industry and other industries are considering various new, additional or different self-regulatory standards that may place additional burdens on us. If the processing of private and confidential information were to be curtailed in this manner, our software solutions may be less effective, which may reduce demand for our solutions and adversely affect our business. Furthermore, government agencies may seek to access sensitive information that our customers upload to our service providers or restrict customers’ access to our service providers. Laws and regulations relating to government access and restrictions are evolving, and compliance with such laws and regulations could limit adoption of our services by customers and create burdens on our business. Moreover, regulatory investigations into our compliance with privacy-related laws and regulations could increase our costs and divert management attention.

If we or our service providers fail to keep our customers’ information confidential or otherwise handle their information improperly, our business and reputation could be significantly and adversely affected.

If we fail to keep customers’ proprietary information and documentation confidential, we may lose existing customers and potential new customers and may expose them to significant loss of revenue based on the premature release of confidential information. While we have security measures in place to protect customer information and prevent data loss and other security breaches, these measures may be breached as a result of third-party action, employee error, malfeasance or otherwise. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

In addition, our service providers (including, without limitation, hosting facilities, disaster recovery providers and software providers) may have access to our customers’ data and could suffer security breaches or data losses that affect our customers’ information.

If an actual or perceived security breach or premature release occurs, our reputation could be damaged and we may lose future sales and customers. We may also become subject to civil claims, including indemnity or damage claims in certain customer contracts, or criminal investigations by appropriate authorities, any of which could harm our business and operating results. Furthermore, while our errors and omissions insurance policies include liability coverage for these matters, if we experienced a widespread security breach that impacted a

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significant number of our customers for whom we have these indemnity obligations, we could be subject to indemnity claims that exceed such coverage.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success substantially depends upon our proprietary methodologies and other intellectual property rights. Unauthorized use of our trade secret by third parties may damage our brand and our reputation. We rely on a trade secret laws, employee and third-party non-disclosure and non-competition agreements and other methods to protect our intellectual property. However, unauthorized parties may attempt to copy or obtain and use our technology to develop products with the same functionality as our solutions. We cannot assure you that the steps we take to protect our intellectual property will be adequate to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps to protect our intellectual property. United States federal and state intellectual property laws offer limited protection, and the laws of some countries provide even less protection. Moreover, changes in intellectual property laws, such as changes in the law regarding the patentability of software, could also impact our ability to obtain protection for our solutions. In addition, patents may not be issued with respect to our pending or future patent applications. Those patents that are issued may not be upheld as valid, may be contested or circumvented, or may not prevent the development of competitive solutions.

We might be required to spend significant resources and divert the efforts of our technical and management personnel to monitor and protect our intellectual property. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Any failure to secure, protect and enforce our intellectual property rights could seriously adversely affect our brand and adversely impact our business.

Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results.    

Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As we grow and enter new markets, we will face a growing number of competitors. As the number of competitors in our industry grows and the functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

If we fail to continue to develop our brand, our business may suffer.

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We believe that continuing to develop and maintain awareness of our brand is critical to achieving widespread acceptance of our solution and is an important element in attracting and retaining customers. Efforts to build our brand may involve significant expense and may not generate customer awareness or increase revenue at all, or in an amount sufficient to offset expenses we incur in building our brand.

Promotion and enhancement of our name and the brand names of our solutions depends largely on our success in being able to provide high quality, reliable and cost-effective solutions. If customers do not perceive our solutions as meeting their needs, or if we fail to market our solutions effectively, we will likely be unsuccessful in creating the brand awareness that is critical for broad customer adoption of our solutions. That failure could result in a material adverse effect on our business, financial condition and operating results.

Demand for our solutions is subject to legislative or regulatory changes and volatility in demand, which could adversely affect our business.

The market for our solutions depends in part on the requirements of the SEC and other regulatory bodies. Any legislation or rulemaking substantially affecting the content or method of trading to be filed with these regulatory bodies could have an adverse effect on our business. In addition, evolving market practices in light of regulatory developments could adversely affect the demand for our solutions.

We may need to raise additional capital, which may not be available to us.

We will require substantial funds to support the implementation of our business plan. Our future liquidity and capital requirements are difficult to predict as they depend upon many factors, including the success of our solutions and competing technological and market developments. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions, a decline in the level of customer prepayments or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons, and we may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

We operate and offer our services in many jurisdictions and, therefore, may be subject to federal, state, local and foreign taxes that could harm our business.

As an organization that operates in many jurisdictions in the United States and around the world, we may be subject to taxation in several jurisdictions with increasingly complex tax laws, the application of which can be uncertain. The authorities in these jurisdictions, including state and local taxing authorities in the United States, could successfully assert that we are obligated to pay additional taxes, interest and penalties. In addition, the amount of taxes we pay could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. The authorities could also claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations. In addition,

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we may lose sales or incur significant costs should various tax jurisdictions impose taxes on either a broader range of services or services that we have performed in the past. We may be subject to audits of the taxing authorities in any such jurisdictions that would require us to incur costs in responding to such audits. Imposition of such taxes on our services could result in substantially unplanned costs, would effectively increase the cost of such services to our customers and could adversely affect our ability to retain existing customers or to gain new customers in the areas in which such taxes are imposed.

Some of the jurisdictions in which we operate may give us the benefit of either relatively low tax rates, tax holidays or government grants, in each case that are dependent on how we operate or how many jobs we create and employees we retain. We plan on utilizing such tax incentives in the future as opportunities are made available to us. Any failure on our part to operate in conformity with applicable requirements to remain qualified for any such tax incentives or grants may result in an increase in our taxes. In addition, jurisdictions may choose to increase rates at any time due to economic or other factors. Any such rate increase could harm our results of operations.

In addition, changes to U.S. tax laws that may be enacted in the future could impact the tax treatment of our foreign earnings. Due to expansion of our international business activities, any changes in the U.S. taxation of such activities could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

We are subject to general litigation that may materially adversely affect us.

From time to time, we may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger. While our agreements with customers limit our liability for damages arising from our solutions, we cannot assure you that these contractual provisions will protect us from liability for damages in the event we are sued. Although we may carry general liability insurance coverage, our insurance may not cover all potential claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business, financial condition, results of operations and prospects.

We are controlled by our Chairman/founders, whose interests may differ from those of the other shareholders.

As of the date of this Offering Circular, Mr. Venkata Srinivas Meenavalli owns the majority of shares of the LongFin’s common share, and his majority ownership might continue even after the issuance of the shares. Therefore, Mr. Meenavalli is now and could be in the future in a position to elect or change the members of the board of directors and to control LongFin’s business and affairs including certain significant corporate actions, including but not limited to acquisitions, the sale or purchase of assets and the issuance and sale of LongFin’ shares. LongFin also may be prevented from entering into transactions that could be beneficial to the other holders of the shares without Mr. Meenavalli’s consent. Mr. Meenavalli’s interests might differ from the interests of other shareholders.

The dual class structure of our common stock and the voting agreements among certain stockholders have the effect of concentrating voting control with our CEO, and also with employees and directors and their affiliates; this will limit or preclude your ability to influence corporate matters.

Our Class B common stock and Class A common stock, which is the stock we are offering in our initial public offering, all have one vote per share. Following this offering, our directors, executive officers, and their

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affiliates, will hold in the aggregate 57.68% of the voting power of our capital stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

Market risks and the economy condition might cause significant risks and uncertainties

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this Offering Circular. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. We have irrevocably elected to “opt out” of the exemption for the delayed adoption of certain accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We depend on key personnel

LongFin’s future success depends on the efforts of key personnel, including its senior executive team. LongFin does not currently carry any key man life insurance on its key personnel or its senior executive team. Regardless of such insurance, the loss of services of any of these or other key personnel may have an adverse effect on LongFin. There can be no assurance that LongFin will be successful in attracting and retaining the personnel.

Although there is no current pending litigation against Longfin or its subsidiary, in the future, clients or competitors may threaten lawsuit for what they believe to be infractions against themselves.

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Our operations are subject to numerous US and Singapore laws and regulations relating to the protection of the public and necessary disclosures in regards to financial services. Liability under these laws involves inherent uncertainties. Violations of financial regulation laws are subject to civil, and, in some cases, criminal sanctions. Although we are not aware of any compliance related issues, we may not have been, or may not be, at all times, in complete compliance with all requirements, and we may incur costs or liabilities in connection with such requirements. We may also incur unexpected interruptions to our operations, administrative injunctions requiring operation stoppages, fines and other penalties. Continued government and public emphasis on financial issues may require increased future investments for service or technology adjustments at new or ongoing operations, which could negatively impact our financial condition and results of operations.

There can also be no assurance that any insurance coverage we take will be adequate or that we will prevail in any future cases. We can provide no assurance that we will be able to obtain liability insurance that would protect us from any such lawsuits. We are not currently subject to any claims from our employees or customers; however, we may be subject to such claims in the future. In the event that are not covered by insurance, our management could expend significant time addressing any such issues.

Our results of operations may be adversely affected by fluctuations in currency exchange rates and we may not have adequately hedged against them.

The exchange rates between foreign currencies can change rapidly due to a wide range of economic, political and other conditions. In case Client’s investment is denominated in a currency other than Client’s home currency, the Client is exposed to exchange rate losses in addition to the inherent risk of loss from trading the offered strategy. Future currency exchange rate fluctuations that we have not adequately hedged could adversely affect our profitability.

Fraud risks

There are various types of fraud which may adversely affect our business. Unfortunately, there are some countries which are renowned for harboring fraudsters. We may prove, in some cases, unable to detect fraudulent activities.

We may not satisfy NASDAQ’s initial listing standards and, even if we do, we may experience a delay in the initial trading of our Common Stock on NASDAQ.

Risks Related to Our Initial Public Offering and Ownership of Our Common Stock

There has been no prior public market for our Common Stock, the stock price of our Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

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There has been no public market for our Common Stock prior to our initial public offering. The initial public offering price for our Common Stock may vary from the market price of our Common Stock following our initial public offering. If you purchase shares of our Common Stock in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. An active or liquid market in our Common Stock may not develop upon closing of our initial public offering or, if it does develop, it may not be sustainable. The market price of our Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404 and other provisions of the Sarbanes- Oxley Act (when applicable to us), as well as rules implemented by the SEC, and the Nasdaq Capital Market. In addition, our management team will also have to adapt to the requirements of being a public company. We expect complying with

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these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, prospects, financial condition and operating results.

As a public company, we also expect that it may be more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

We may not satisfy NASDAQ’s initial listing standards and, even if we do, we may experience a delay in the initial trading of our Common Stock on NASDAQ.

We have applied to list our Common Stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “LFIN.” Our Common Stock will not commence trading on NASDAQ until a number of conditions are met, including that we have raised the minimum amount of offering proceeds necessary for us to meet the initial listing requirements of NASDAQ, which we currently estimate to be approximately $5 million under Net Income Standard. There is no guarantee that we will be able to sell a sufficient number of shares to raise this amount of offering proceeds. Assuming we sell a sufficient number of shares to list on NASDAQ, we expect trading to commence following the Termination Date of this offering. However, we may we may wait before terminating the offering and commencing the trading of our Common Stock on NASDAQ in order to raise additional proceeds. In addition, in order to list, we will be required to, among other things, file with the SEC a post-qualification amendment to the Offering Statement, and then file an SEC Form 8-A in order to register our shares under the Exchange Act. The post-qualification amendment of the Offering Statement is subject to review by the SEC, and there is no guarantee that such amendment will be qualified quickly after filing. Any delay in the qualification of the post-qualification amendment may cause a delay in the initial trading of our Common Stock on NASDAQ. For all of the foregoing reasons, you may experience a delay between the closing of your purchase of our Common Stock and the commencement of exchange trading of our Common Stock.

Because the initial public offering price of our Common Stock will be substantially higher than the pro forma net tangible book value per share of our outstanding Common Stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our Common Stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Common Stock in this offering, based on the initial public offering price of $5.00 per share, you will experience immediate dilution of $4.1614 per share, the difference between the price per share you pay for our Common Stock and its pro forma net tangible book value per share as of March 31, 2017, after giving effect to the issuance of shares of our Common Stock in this offering. In addition, upon the completion of this offering, there will be options to purchase shares of our Common Stock outstanding, based on the number of such awards outstanding on. To the extent shares of Common Stock are issued with respect to such awards in the future, there will be further dilution to new investors.

NASDAQ may delist our Common Stock from trading on its exchange, which could limit stockholders’ ability to trade our Common Stock.

In the event we are able to list our Common Stock on the NASDAQ Capital Market, NASDAQ will require us to meet certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue the listing of our Common Stock. If we fail to meet these continued listing requirements, our Common Stock may be subject to delisting. If our Common Stock is delisted and we are not able to list our Common Stock on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our Common Stock and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our Common Stock would be negatively affected. If one or more of the analysts who cover us downgrade our Common Stock or publish inaccurate or unfavorable research about our business, our Common Stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Common Stock could decrease, which might cause our Common Stock price and trading volume to decline.

We may fail to meet our publicly announced guidance or other expectations about our business, which would cause our stock price to decline.

We expect to provide guidance regarding our expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process and our guidance may not ultimately be accurate. Our guidance is based on certain assumptions such as those relating to anticipated production and sales volumes and average sales prices, supplier and commodity costs, and planned cost reductions. If our guidance is not accurate or varies from actual results due to our inability to meet our assumptions or the impact on our financial performance that could occur as a result of various risks and uncertainties, the market value of our Common Stock could decline significantly.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from our initial public offering. We will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

Substantial future sales of shares by our stockholders could negatively affect our stock price after this offering.

Sales of a substantial number of shares of our Common Stock in the public market after this offering, particularly sales by our directors, executive officers, and significant stockholders, or the perception that these sales might occur or if there is a large number of shares of our Common Stock available for sale, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. Based on the total number of shares of our Common Stock outstanding as of August 31, 2017, upon completion of this offering, we will have 77.50 million shares of Common Stock outstanding, assuming we sell the maximum number of shares and there is no exercise of our outstanding options.

All of the shares of Common Stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. Substantially all of the remaining shares of Common Stock outstanding after this offering, based on shares outstanding as of August 31, 2017, will be restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers for at least one year after the date of this Offering Circular. These shares will become available to be sold one year and one day after the date of this Offering Circular.

Our Underwriters, in their sole discretion, may release all or some portion of the shares subject to lock-up agreements prior to expiration of the lock-up period. Shares held by directors, executive officers and other affiliates will be subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements, after the aforementioned lock-up and leak-out periods.

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We may in the future create equity incentive plans, which may at that time require us to file a registration statement under the Securities Act as soon as practicable after the expiration of the lock-up period to cover the issuance of shares upon the exercise or vesting of awards granted or otherwise purchased under those plans. As a result, any shares issued or granted under the plans after the lock-up period has expired also may be freely tradable in the public market. If equity securities are issued under the plans, if implemented, and it is perceived that they will be sold in the public market, then the price of our Common Stock could decline substantially.

No holders of any shares of our Common Stock have rights to require us to file registration statements for the public resale of such shares.

The concentration of our Common Stock ownership with our executive officers, directors and affiliates will limit your ability to influence corporate matters.

Our executive officers, directors and owners of 5% or more of our outstanding Common Stock and their respective affiliates beneficially owned, in the aggregate 100% of our outstanding Common Stock as of August 31, 2017 and we anticipate that upon the completion of the offering, that same group will beneficially own at least 87.1% of our outstanding Common Stock. These stockholders will therefore have significant influence over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future. This concentrated control will limit your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. This ownership could affect the value of your shares of Common Stock.

There are legal restrictions on the resale of the common shares offered that are penny stocks. These restrictions may adversely affect your ability to resell your stock.

Our Common Stock may be subject to the penny stock rules under the Exchange Act. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our Common Stock. If our Common Stock is subject to the penny stock rules, our stockholders may find it more difficult to sell their shares.

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3.      DILUTION

We are offering a maximum of 10,000,000 Class A Common Shares on a “best efforts” basis. All subscribers will be instructed by the company or its agents to transfer funds by wire or ACH transfer directly to an escrow account to be established for this offering or deliver checks made payable to escrow agent.

The Offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been subscribed, (2) the date which is one year from this Offering Statement being qualified by the Commission, or (3) the date at which the Offering is earlier terminated by the company in its sole discretion.

We are currently selling the shares through commissioned sales agents. We have engaged Network 1 Financial Securities, Inc. as the Lead Underwriter (the “Underwriter”) to offer the Offered Shares to prospective investors on a best efforts basis, and our Underwriter will have the right to engage such other broker-dealers or agents as it determines to assist in such offering. We will use ipoflow.com and third party platforms, to market the offering in co-ordination with the Underwriters. Persons who desire information may be directed to ipoflow.com, which is operated by an unaffiliated third party that provides technology support to the Underwriter.

We are using our website as platform to provide the information about our Qualified Offering at www.longfincorp.com, and we are considering engaging third-party platforms in the near future.

The company has entered into an agreement with Mr. Andy Altahawi/Adamson Brothers Corp for the provision of filing Reg A + Tier 2 and structuring for which Adamson Brothers will charge 3% of the issued shares post acquisition to be executed on a later date.

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greatest of 10% of your annual income or 10% of your net worth (excluding your principal residence).

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We estimate that, at a per share price of $5.00, the net proceeds from the sale of the 10,000,000 Class A Common shares in this Offering will be approximately $46,700,000, after deducting the estimated offering expenses of up to $3,300,000.

The net proceeds of this Offering will be used to fund four key areas: (i) hiring additional key members of the management team; (ii) developing (diversified) operation infrastructure; (iii) continuing development of technology and service lineup; and (iv) expanding sales, marketing, and operation capabilities in new markets.

Accordingly, we expect to use the net proceeds, estimated as discussed above, as follows, if we raise the maximum offering amount:

_________________
(1) A portion of working capital will be used for officers’ salaries.

Please note no proceeds from this Offering is used to pay any officers, directors, founders of LongFin.

Because the Offering is being made on a “best-efforts” basis, without a minimum offering amount, we may close the Offering without sufficient funds for all the intended proceeds set out above.

If the Offering size were to be $12.5 million, the net proceeds will be approximately $12,200,000 after deducting estimated offering expenses of up to $300,000.

In the event of an Offering of that size, we expect to use the net proceeds as follows: Approximately $3,125,000 on Capital Expenditure & Infrastructure Development, approximately $500,000 on product development, sale & marketing, approximately $1,000,000 on additional fundraising efforts, and approximately $6,625,000 for working capital.

If the Offering size were to be $25.0 million, the net proceeds will be approximately $24,200,000 after deducting estimated offering expenses of up to $300,000.

In the event of an Offering of that size, we expect to use the net proceeds as follows: Approximately $6,875,000 on Capital Expenditure & Infrastructure Development, approximately $1,250,000 on product development, sale & marketing, approximately $2,000,000 on additional fundraising efforts, and approximately $12,375,000 for working capital.

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category or another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this Offering in short-term, interest-bearing securities.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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Longfin Corp. was formed in the State of Delaware on 1 February 2017. The Company principal execution office is 16-017, 85 Broad Street, New York NY 10004.

LongFin Corp., is currently strategically operating its business operation via direct control and coordination from its principal place of business in the City and the state of New York by the Director and Chief Executive Officer, Mr. Venkata S Meenavalli, the director/ Global Head Executive Officer, Mr. Yogesh Patel and Chief Financial Officer, Mr. Krishanu Singhal.

Longfin is primarily finance and technology company (“FINTECH”) specializes in structured trade finance solutions and physical commodity finance solutions for finance houses and trading platforms for North America, South America and Africa regions.

LongFin business operations does not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act. Longfin has no interest in becoming a market maker to effect trading in securities as per US rules and regulations.

Longfin Corp is an independent finance and technology company (“FINTECH”) specializes in structured trade finance solutions and physical commodities finance solutions for finance houses and trading platforms for North America, South America and Africa regions and has acquired 100% of the global trade finance technology solution provider, Stampede Tradex Pte. Ltd., a Singapore incorporated entity (“Stampede”) and the acquisition has been consummated on June 19, 2017, post the commission qualifications which was on June 16, 2017. Longfin Corp has issued the following common shares:

Longfin has issued 27.5 million Class A common shares to Stampede Capital Limited.

Longfin has issued 22.5 million Class B common shares to Mr Venkata S Meenavalli.

Post-acquisition Longfin is the parent entity and Stampede is subsidiary of Longfin.

LongFin Corp., core business plan is to utilize Stampede’s technology, strategy, infrastructure and its business model for the regions of United States of America, North America, South America and Africa, and to carry the same business as being carried by Stampede for the Asia Pacific, Middle East and Europe region. Stampede being subsidiary of LongFin will continue to grow in Asia Pacific, Middle East and Europe region.

LongFin and its subsidiary Stampede business operations does not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act in the US Market.

We are primarily finance and technology company providing structured trade finance solutions and physical commodity finance solutions for finance houses and trading platforms around the world specializing in ART (Alternative Risk Transfer). LongFin provides Liquidity / Technology Solutions to all the major Global Banks / Global Commodity Trading Houses across the Globe.

Background

Longfin Corp., is a newly incorporated company in the state of Delaware and is an independent finance and technology company specializes in structured trade finance solutions and physical commodity finance solutions and leveraging the technology owned by its subsidiary Stampede to expand its business in the regions of United States of America, North America, South America and Africa.

We are a Fintech solution provider for corporate treasuries specializing in trade finance and is powered by artificial intelligence and structured finance. The Company provides technology specializes the ART (Alternative Risk Transfer) using global electronic markets and provides Global Market Making (FX, FX derivatives and

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commodities)/ Liquidity/ Technology Solutions to all major global exchanges, global banks and global commodity trading houses across the globe. Longfin is a new company and has acquired Stampede and has plans to expand further following stable operations of such acquisition.

Longfin together with its subsidiary is headed by a visionary team led by Mr. Venkata S Meenavalli who is the founder. Stampede’s team includes Mr. Linga Murthy Gaddi as the CTO, Mr. Emmanuel Dasi as the CIO, Mr. Krishanu Singhal as the CFO, Mr. Vivek Kumar Ratakonda as COO and Dr. Avinash K as the Strategist Advisor. This team is working together to expand Stampede’s original operations to establish a greater global presence and leadership in its market.

LongFin has acquired Stampede with the objective to grow the Company as a key global player in providing the technology behind liquidity and structured finance solutions under its brand name “LongFin”. LongFin has been successfully tested and certified by proof of the success of Stampede’s history of operations.

To protect against patent infringement and to retain its long-term value proposition for its investors and its brand as it develops and grows its business, the Company has made a conscious decision of keeping its technologies and products as exclusive as possible.

Since inception, LongFin has its operations in US and the subsidiary operation is in Singapore and currently expanding its relationships with new potential clients globally.

Corporate History and Organizational Structure

Stampede the subsidiary company have been in the technology, electronic trading and market making (FX, FX derivatives and commodities) business for approximately 8 years. Stampede Tradex Pte Ltd. is a company incorporated in Republic of Singapore and is operating through Singapore for Asia PAC, Middle East and Europe region.

LongFin Overview

We are primarily a Fintech House specializing in cutting edge treasury solutions combining the power of Structured Finance / Trade Finance with the specializing in ART (Alternative Risk Transfer) for global financial markets.

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LongFin and its subsidiary are a global Structured Finance Organizations pioneered in Trade Financing, Derivative Structured Products and Electronic Treasury Solutions on ultra-low-latency platform across Asia, Europe and America. As per the business plan, our presence in the world’s leading markets will enable to offer clients’ access to nuances of the local markets while providing gateway to the global markets.

LongFin business operations does not and will not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act. Longfin has no interest in becoming a market maker to effect trading in securities as per US rules and regulations.

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Executive Summary

LongFin has acquired 100% of Stampede on June 19, 2017, post commission qualification on June 16, 2017.

Our endeavor is to solve complex problems in the field of “Structured Finance” using ultra-low-latency trading platforms and SDEs [Stochastic Differential Equations] that are not easily solved by contemporary financing techniques.

We are one of the emerging Financial Technology Houses (Fintech) in the global arena combining the power of Structured Finance, Derivatives, Asset Securitizations, Carry Trade and Trade Finance with the help of High Frequency Trading on an ultra-low-latency network connectivity to multiple Exchanges. 

We trade across global markets on ultra-low-latency platforms in various asset classes Viz., Currencies, Commodities, Fixed Income and Real Estate.  

We also handle the real-time risk management notwithstanding the nuances of the market movements. 

Having the best Statistical and Quantitative financial engineering team at the helm and offices in USA, Singapore, India while expanding foot print into Europe and South America in the fields of Structured Finance, Trade Finance, Real Estate, Electronic Markets and High Frequency Trading. 

Business Model

Our Clients:

Liquidity Solutions:

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Structured Trade Finance:

Global Trade Finance Market Size: -

The Group estimates that, globally, a flow of some US$ 6.5–8 trillion of bank-intermediated trade finance was provided during 2011, of which around US$ 2.8 trillion was L/Cs.

The global volume of cross-border commercial L/Cs should correspond closely with the volume of L/Cs recorded by SWIFT. On that basis, the global volume of cross border L/Cs was around US$ 2,800 billion in 2011 and 2012.

To put this in context, in 2014, the Bank for International Settlements estimated the global market for trade finance at between $6.5 trillion and $8 trillion. The global trade finance gap for 2015 is estimated at around $1.6 trillion. About $692 billion of this is in developing Asia (including India and the People’s Republic of China (PRC).  

Global Structured Finance Market Size:-

Structured financing refers to sophisticated, complex transactions that take place across global financial markets. Structured finance includes project financing, securitization, leveraged leasing, and structured risk transfers. The structured financing market has been in continuous tumult as financial markets rise and ebb.

Structured Finance 2016 Global Market Expected to Grow at CAGR 16.49% and Forecast to 2020.

[Sources: IMF; national data]

Structured Trade Finance

LongFin Trade Flow Platform is a unique differentiator, Aggregating Global Trade Flows, Corporate Debt, Fx Swaps and also acts as a conduit for Insurance Discounting, Underwriting and Credit Solutions for Buyers / Sellers. We are launching Trade Flow Platform which is a B2B market place for Bankers, Corporate, Carry Trade Companies, Treasury Houses, Commodity Desks and Asset backed securitization.

Electronic Market Making - Liquidity Trading Platform for Global Exchanges.

Underwriting Trade Finance is a natural extension arm of EMM.

Market Overview

The size of the Indian import and export business is $1 trillion, and FX exchanges are generating $10 billion in volume every day. The BID/ASK spread for small importers, exporters and SME’s are anywhere between 200-300 BPS based on bank quotes. The average NDF market size in overseas markets is approximately $8-10 billion per day, and 90% of the SME and midcap sectors are hedging through NDF markets (Non Deliverable futures) in Singapore, London and Dubai. The pricing of the long term options in NDF markets is sky high. All of this provides a huge opportunity for the Company, and if we capture even 1% of the NDF market size across the globe in

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USD/INR, the underwriting revenue itself may be around $80-$100 million dollars a year. Banks tend to make around 50% of profit from treasury operations.

Trade finance solutions can be offered to all emerging markets. Same trade finance solutions can be offered to all emerging markets like Russian Ruble, Turkish Lira, Mexican Peso, Indonesian Rupiah etc.

EMM is a part of Automation of Knowledge Work which is ranked second to Mobile Internet by McKinsey report out of 12 disruptive technologies. McKinsey estimates $9 trillion size of economic value to be impacted in next 10 years.

EMM Industry Size:

•EMM is a part of Automation of Knowledge Work which is ranked second to Mobile Internet by McKinsey report out of 12 disruptive technologies. 

•McKinsey estimates $9 trillion size of economic value to be impacted in next 10 years. 

Source: McKinsey Global Institute

Platform Solutions:

Providing Liquidity and Market Making.

Market Making – Internal and External Linkage

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LongFin core quantity models powered by electronic treasury solutions will act as a core differentiator to provide Underwriting Solutions across the globe.

Why LongFin is looking at this solution? Why not Virtu and Flow Traders?

Virtu and Flow traders are evolved as Equity and ETF trading Institutions, whereas LongFin is evolved as FX house and Market Maker for USDINR, CNH, Russian Rouble, Turkish Lira, Mexican Peso, Indonesian Rupiah etc., while envisaging it to add multiple currencies and yield curves on a continuous trading basis along with currency options. LongFin designed a complete end-to-end solutions for Corporates and SMEs for Structured Trade Finance solutions. Whereas Virtu and Flow traders are providing Asset Management Solutions through ETFs.

Business Strategy

Longfin has acquired 100% of Stampede on June 19, 2017 post commission qualification on June 16, 2017 and is continuing to provide the services and products that Stampede has historically provided and will continue the flow of past operations with the plan to continue expanding as much as possible.

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LongFin’s concept of business and success of products and services has been successfully tested by way of its subsidiary company Stampede’s historical operations. We have ready infrastructure in Singapore that provides significant operation capabilities in the near-term, allowing the company to focus on continuing operation. Our extensive experience and market research has helped us identify our priorities and target clients to grow our business. Our subsidiary is rapidly recognized as a premium technology provider and structured finance solutions provider in its existing global markets. We see that trade finance is a trillion dollar opportunity where the application of EMM is of paramount importance in having a cutting edge advantage. Our platform solutions include FX debt swaps, debt syndication, trade flow management and underwriting FX risk management. The global trade finance markets are all growth markets with increased focus on technology solutions that provide a stable outlook for both sales and profitability. We are focusing on expanding our global presence, increasing sales and revenue, marketing and market share.

We have a multi-fold marketing and growth strategy to increase our client base, revenue and profits.

Longfin and its subsidiary designed complete end-to-end solutions for Corporates and SMEs for Trade Finance / Interest Rate Swap Underwriting. Underwriting is nothing but insuring the Importers/Exporters by using derivatives to avert risks.

Longfin’s and its subsidiary structured finance platform will aggregate using Smart Order Routing Platform and provides customized solutions to global trade houses. The Company is currently working to build a world class B2B market place for Exporters, Importers, Trade Houses, and more. The global spot FX size is $5 trillion / day and global trade hedging is more than $60 trillion.

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Short –Term Liquidity Solutions

We apply frameworks from market microstructure theory, machine learning and econometric modeling to construct intraday and high frequency strategies that will manage short term liquidity solutions for commodities houses. After 2008, commodity houses such as ADM, Bunge, Cargill, Cofco, Dreyfus virtually became the largest shadow banks mimicking the bank/hedge fund performances using structured finance solutions; most of the commodity houses globally work with a voice driven IDB (inter dealer broker platform). Large commodities generate short term liquidity by way of selling the commodities at site and buying at credit for around 180 days while looking at short term treasury solutions.

Longfin and its subsidiary Hosted Solutions include a Guaranteed VWAP - For Increasing profitability and Lead –Lag Arbitrage (Short term Yield Enhancement). Guaranteed VWAP is there to increase profitability, and can procure using iceberging and implementation shortfall technologies solutions which reduces the hedging cost between 50 to 100 basis points in comparison to the market solutions. (100 million USD/INR hedging cost on shore 600 basis points/ off shore 500 basis points). The guaranteed VWAP solutions will help clients reduce their hedging cost and increase profitability. Our connected Exchanges / OTC provides low cost routing hedging solutions. To maintain their profitability margins, trade house hedge their payments/ receipts in different currencies and our solutions provide lower hedging cost. Our lead lag arbitrage on ultra low-latency platform enhances the returns and manages the short-term liquidity through exchange traded products which are settled on a monthly basis, helping commodity houses manage their short term treasury yield enhancement.

Product Overview

We are a primarily research driven global trade platform specialized in data handling (big data, law of large numbers and liquidity), data processing (trade flows & hosted management solutions) and data management. We also provides a platform for liquidity providers and market makers of multiple exchanges such as SGX, CME, DGCX, HKEX and ICE that has been driving millions of dollars of trading volume everyday across the globe in nano seconds. Our mission has been to process standardization and normalization across multi assets while creating a highly scalable global trade platform handling law of large numbers. We have been able to do this by providing a wide range of financial solutions.

Longfin and its subsidiary is a Fintech trade platform to global market makers (FX, FX derivatives and commodities) and liquidity providers in FICC Division (i.e. Fixed Income, Currencies and Commodities). Our FX platform aggregated global FX flows, binary options, exotic options and acted as a conduit for global trade houses. (Importers, Exporters, Arbitrages, Commodity Traders, Carry Traders, etc). We have worked to build a world class B2B market place for exporters, importers and trade houses. Being a technology provider for market makers, we have recognized trade finance as a trillion-dollar opportunity where the application of EMM is of paramount importance to have a cutting-edge advantage. The company’s platform solutions involved FX debt swaps, debt syndication, trade flow management and underwriting FX risk management. The company has provided essential solutions for the needs of exporters/importers, hedge funds and corporations as they do not possess adequate advanced mathematical skills to process large data; We have been pioneers in servicing those in need of such advanced skills and has utilized tools such as R and SAS to process large data and in order to aggregate multiple data feeds into the FIX platform. We have aggregated the feeds from multiple banks, managed continuous dynamic hedging through our hosted solutions, helped clients to get multiple quotes in order to enable them to make the best decisions, and provided the ability for exporters and importers to manage to insulate the trading risk in an efficient manner with our OTC platform.

Our pricing solutions are based on its core expertise of electronic market making, and its proprietary algorithm is based on statistical probabilities like Bayesian Conditional probabilities. LongFin has aided makers and takers by providing technology able to aggregate the liquidity flows from global banks and helps price the flows in exchanges using yield curve and volatility surfaces.

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We have provided individualized services and financial products to different exchanges. Our servers are connected and provide liquidity providers with the help of core engines mentioned below:

Feed Handlers and Parsers with compatible TCP Binary API and FIX.  

Proprietary API - IPC Middleware Message Broker for Order Routing.  

CEP (Complex Event Processing) for Populating Order Book.  

GPU (Graphical Processing Unit) for pricing the Options on Tick-by-Tick data  

Feed Handler layer performance with the help of IPC technology 

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Proprietary Technology

Tick-by-Tick Real-time Data: Tick Server is a high-scalable time-series ‘Tick’ engine, which includes an in-memory database for intra-day data to process the large amount of data including Client Order Flow, Market Events including Multi-asset Trades, Quotes and Full Order Book Depth. The functional components include Data Capture, Analytical Engine and a Graph Query Building Tool.

Scalable Platform on a low-latency

IPC Implemented to achieve the low-latency on a trading environment for the following models:

1.Algorithmic / High Frequency Trading 

2.High Performance Computing 

Algorithmic / High Frequency Trading

The basic input to any trading system is market data feed that consists of real-time pricing data for Options, Foreign exchange or Fixed Income. There are usually separate engines for each trading strategy and other components such as risk management and order routing applications.

High Performance Computing

Deployed a large-scale multi-core machine with shared memory allows the applications to interact more with greater ease and higher throughput resulting in complex tasks being completed more quickly.

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Global Risk Management Products

a) Derivative Pricing Engine

Derivative Pricing & Volatility Skew and Cone

Statistical Calculator displays the Market Depth of Option Prices and IVs for selected strikes and also displays Future depth and Underlying depth 

Calculates and displays Implied Volatility, Option Greeks –Delta, Gamma, Theta and Vega 

Scientific Analytical Tractability and Graphical representation of customizable option strategies on real time feed 

Probability of an option to be in In-the-Money will be displayed for each Strike 

We can choose for the options data on Index  

b) Lead-lag Arbitrage

Our model of latency arbitrage consists of multiple contracts traded across different exchanges.

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Product Highlights

Dynamically configuring the Contracts and Exchanges 

Engine analyses Mean and Standard Deviation to enable the Basis Points  

Allocating the Capital Blocks to lock the Basis Points for rotating the Capital to increase the yield 

Engine captures the required Basis Points to acquire the profits 

c) Big Data Processing – Scalable Container of Multiple Data Structures

Our lending / borrowing model is a fully automated order-routing system that enables real-time execution of chosen strategies. No human intervention is required. With its low latency market data distribution - combined with the most unique and competent algorithms. The software Calculates Entry/Exit Basis Points on depth with block wise in Live and executes cash to future arbitrage for multiple scripts and multiple accounts simultaneously on the basis of predefined parameters, thus eliminating any form of human intervention.

d) Automated Arbitrage Trading Systems

Our Automated Arbitrage Trading platform is an advanced automated trading mechanism that ensures the following protective features to our clients without human intervention.

FX Lead-lag Arbitrage connects multiple global exchanges in a low-latency platform. LongFin’s servers are co-located with core Algo Engines in order to help liquidity providers. Our model of latency arbitrage consists of multiple contracts traded across different exchanges. The Latency Arbitrageur (LA) in the multiple-market model operates by first obtaining current price quotes in available markets, then checks whether an arbitrage situation exists based on configured Basis Points. The best price available over the exchanges to Buy/Sell is given by Sell at BID = max {BID1, BID2} at Ask = min {ASK1, ASK2}. This product dynamically configures the contracts and exchanges, allocates the Capital Blocks to lock the Basis Points for rotating the capital to increase the yield, and its engine can analyze Mean and Standard Deviation to enable the Basis Points as well as capture the required Basis Points to ensure profits. 

Multiple Time Frame (MTF) Engine is a fully automated order-routing system that enables real-time execution of chosen strategies, with its low latency market data distribution combined with the most unique and competent algorithms which handles multiple scrips. No human intervention is required. ATS receives buy and sell signals through the multiple quant scanners and executes the trades according to trading algorithms. ATS engine handles trading of multiple scrips with multiple time frames. This engine is used for the trading of higher time frame Buy/Sell signals as well as to further countertrade lower time frame signals that are triggered under the process of higher time frame signals. 

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Automated Low-latency Arbitrage Environment

e) Risk Management Engine

Our real-time trading risk management system is built into automatic platform and which is an integral part of our trading life-cycle (i.e. analyzing tick by tick data, guarantee order execution within the pre-configured trading position limits).

Our risk management engine detects and generates the warning message to the risk team whenever it is crossing the pre-defined limits in three levels of the system and also automatically stops the current trading strategy and cancels all the open orders over the exchanges.

Our risk engine evaluates and controls risk exposure in tick-by-tick data and monitors all of the market positions and continuously reconciles internal order transactions against the order execution of the global exchanges.

Risk Management is at the core of our trading infrastructure. 

We are intensely focused on risk management and monitor our activities on a continuous basis using our fully integrated technology systems. 

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Risk Management is at the core of our trading infrastructure; the Company is intensely focused on risk management and monitors its activities on a continuous basis using its fully integrated technology systems.

The pre-defined Risk Limits in all the three levels viz.:

Company (Product) Limit - Controls the overall risk at the Company level. 

Gateway Risk Limit – Controls the risk at the Server level. 

Trader Limit – Controls the risk at the individual  

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f) Liquidity Management

Electronic Communication Network - Cross Engine

Our ECN is one of the largest and most technologically advanced liquidity pools in the forex market with an aggregated FX liquidity feed, an aggregated feed through FIX API and low latency API, an aggregated feed with assemble liquidity books, and an aggregated feed from the SGX, CME, NSE, DGCX, MCX-SX and ICE exchanges. This allows the company to provide the access to aggregated liquidity from the multiple sources viz., international exchanges, banks and other ECNs. Such technology can accept traders with any trading style or strategy preferences, including automated and high-frequency trading with an in-built trade risk mitigating mechanism. This also provides the aggregation of multiple liquidity and technology providers which allows access to tight pricing on a wide selection of global markets.

g) A-Li-En: FIX Liquidity Engine

Wide-range Connectivity: Co-located with exchanges and direct streaming from banks make sure our networks with participants in the markets Aggregate/Execute/Distribute the best Liquidity.

Our Solutions provide FIX Market Data and FIX Trading access solutions for automated trading strategies. Our Clients can access the LongFin platform via its trading interface as well as by its automated integration suite, which includes a proprietary API and FIX gateway.

A-Li-En is a limit order-driven ECN platform. 

Real-Time Pricing and Matching Engine 

Business objects level API that significantly simplifies the access to order book information from our ECN 

Fully supported and maintained FIX Order Routing specific FIX Dialect  

Non-FIX API Support to FIX Connection 

Based on high-performance FIX Engine implementations 

Multithreaded and Message Queuing architecture 

Low latency, High throughput 

Available as Screen-trading GUI and API 

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A-Li-En (Alternative Liquidity Engine)

Ultra-Low-Latency:  Over 2500 transactions per second and less than 3-4 ms of execution latency.

Smart Machine Learning Algorithm on order management, execution & risk control, auto-calculating for the best fulfillment.

h) LP & OME Engine

LongFin Order Trade Matching Engine has the Scalability and Reliability to Perform on Strict Price/Time Algorithm.

Order Trade Matching Engine works according to a standard price/time priority algorithm, which means that at first order with better price will be matched. In case orders are at the same price, the one placed earlier will have priority in execution.

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Execution speed of over 25,000 transactions per second 

Less than 3-4 milliseconds of execution latency 

Strict price/time priority matching algorithm 

Open order book with full market depth (via FIX) 

Advance type of orders 

Connectivity

Our FX connects to various liquidity providers including exchanges, ECNs, single bank platforms and other aggregators.

Pricing & Distribution

Our FX pricing & Distribution engine controls and distributes streaming prices to the clients with highly scalable and low-latency API.

Assigns custom liquidity profiles to individual clients and distributes via API, FIX API, Tradair Bridge or MetaTrader 4 bridge.

Aggregation & Execution

Our FX packaged aggregation and execution engine provides easy access and taps more liquidity with order routing solutions. Our engines connected to multiple liquidity providers, including Exchanges, Banks and NDFs.  The trading platform comes with smart order routing specifically designed to achieve best prices to have an edge with liquidity providers.

Order Management System

OMS provides integrated, scalable platform for global connectivity, order and trade management, market execution, risk management and transaction cost analysis. Our technology suite is an integrated platform comprising Feed Handlers, Order Routing and Risk Management components that enables High Frequency Trading.

We utilized High-end infrastructure with co-located servers integrated directly with the exchanges on which we provide liquidity providers with the help of our of core engines. Monitor the order book exposure with respect to market proximity.  Back-to-back client executions in the market using the integrated our FX Risk Management & FX Aggregation modules.

i) Stampede Forest

Comprises of Quant Charts and Quant Scanners with live tick data. This was developed as an end-to-end proprietary platform that consists of encompassing Data Capture within the exchange together with ultra-fast Data Normalization and Data Dissemination. Such charting software provides charts for multiple timeframes viz., 1Min, 5Min, 15Min, 30Min, 60Min, Daily and Weekly data. Multiple Technical Indicators (Momentum, Volume and Volatility based) in charts like RSI, Macd, Stochastic, CCI, On Balance Volume, Accumulation Distribution, Money Flow Index, Average True Range, Bollinger Bands, Donchian Channels and Keltner Channels. Chart formats are viewed in candlestick format or Western Line(OHLC) pattern on tick-by-tick data environment.

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Multiple Technical Indicators (Momentum, Volume and Volatility based) available in charts like RSI, Macd, Stochastic, CCI, On Balance Volume, Accumulation Distribution, Money Flow Index, Average True Range, Bollinger Bands, Donchian Channels and Keltner Channels.

Our charts can be displayed in Candlestick pattern or OHLC format on tick-by-tick data environment.

j) Manual Terminal – VPS (Virtual Private Server)

Manual Terminal is a trading tool with low latency data which can trade in multiple exchanges at a time. Key features of the trader terminal are live quotes with low latency, market depth order book, working orders with net positions, and pending orders with traded positions. This allows us to be able to trade on the following exchanges: National Stock Exchange (NSE), Chicago Mercantile Exchange (CME), Singapore Exchange (SGX), Dubai Gold and Commodities Exchange (DGCX), Intercontinental Exchange (ICE), and the Hong Kong Stock Exchange (HKEX).

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The Company’s head office and principal place of business is situated at 16-017, 85 Broad Street, New York NY 10004.

Singapore Office:

105 Cecil Street, #11-00, The Octagon, Singapore 069534.

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Longfin Corp. was formed in the State of Delaware on 1 February 2017. The Company principal execution office is 16-017, 85 Broad Street, New York NY 10004.

LongFin Corp., is currently strategically operating its business operations via direct control and coordination from its principal place of business in the state of New York by the Chairman, Mr. Venkata S Meenavalli, the director/ Global Head – Marketing, Mr. Yogesh Patel and Chief Financial Officer, Mr. Krishanu Singhal.

Longfin Corp and its subsidiary is an independent finance and technology (“Fintech”) company specializes in structured trade finance solutions and physical commodity finance solutions and acquired 100% of the global trade finance technology solution provider, Stampede Tradex Pte Ltd., a Singapore incorporated entity (“Stampede”), post the commission qualifications. Longfin Corp has issued 50 Million common shares (Class A or B) to shareholders of Stampede for 100% of the Stampede, and became the parent company of Stampede. LongFin Corp core business plan is to utilize Stampede’s technology, strategy, infrastructure and its business model for the regions of United States of America, North America, South America, and Africa, and to carry the same business as being carried by Stampede for the Asia Pacific region, Middle East and Europe. Stampede being the subsidiary of LongFin will continue to grow in its core regions.

We are primarily a technology company providing technology solutions for finance houses and trading platforms around the world specializing in ART (Alternative Risk Transfer) using global electronic markets. LongFin Corp provides Liquidity / Technology Solutions to all the major  Global Banks / Global Commodity Trading Houses across the Globe.

Operating Results

As of March 31, 2017, LongFin (Standalone) have generated revenue of approximately USD 700,000 and incurred expenses of $680,000. Our operating expenses consisted of the costs incurred in cost of sales and other operating expenses. As a result, our net gain for the period from inception through March 31, 2017 was approximately $20,000. Our accumulated surplus as at March 31, 2017 was $20,000.

The transactions underlying Longfin’s (Standalone) revenues and operating expenses in the period ended March 31, 2017 as follow:

a.Revenue income is towards the Technology solutions/ services provided to a United Kingdom based company for USD 700,000 on the hourly usage of various Longfin technology services for the 2 months period ending March 31, 2017 at the agreed rates. 

b.Operating expense of approximately USD 680,000, includes approximately USD 43,000 towards the general and administrative expenses & approximately USD 637,000 is towards the Data Feed services taken from Meridian Tech HK Limited. Meridian Tech HK Limited is a related party to Longfin (being the Controlling Shareholders for both the companies are same, Mr. Venkata Srinivas Meenavalli). 

Stampede, a Longfin significant subsidiary has started business operation in 2014.

The financials performance for Stampede for the latest financial period of nine months ended 31 Dec 2016 against the comparative period in 2015 is as follows:

1. The revenue from our different technology service products has increased by approximately 200% from the last comparative financial period; 

2.The net profit increased by approximately 59% from the last comparative financial period. The net profit margin does not increase in the same proportion as the revenue, due to our cost of services increases and  

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varies with products. We are growth company, which requires efforts to develop and market the new innovative products in the market in the fast changing technology space.

3.The net earnings per share increased from 1.03 in Dec 2015 to 1.23 in Dec 2016 

The financials performance for Stampede for the last audited financial year ended 31 March 2016 against the comparative period in 2015 is as follows:

1.The revenue from our different technology service products has increased from USD 1.17 MN in 2015 to whopping USD 16.1 MN in 2016; 

2.The net profit increased by approximately 400% from the last comparative financial year. The net profit margin does not increase in the same proportion as the revenue, due to our cost of services increases and varies with products. We are growth company and started operations in 2014 only, which requires efforts to develop and market the new innovative products in the market in the fast changing technology space. We also invest heavily in CAPEX to keep pace with the market and thus our net margin decreases due to the non-cash depreciation expense and tax liability. 

To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we are unable to successfully generate revenue we may quickly use up the proceeds from this offering and will need to find alternative sources. If we need additional cash and cannot raise it, we may either have to suspend operations until we do raise the cash, or cease operations entirely.

Liquidity and Capital Resources (Consolidated)

As of March 31, 2017, LongFin along with its subsidiaries had $9.50 million in cash & other receivables, $9.80 million in fixed assets and total liabilities of $3.33 million. In management’s opinion, the Company’s cash position is sufficient to maintain its operations at the current level for the next 12 months. We are attempting to raise funds to proceed with our plan of operation and further expansion globally. The Company hopes to raise $50,000,000 in this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our expenses and growth strategy over the next 5 years.

Although we intend on developing our growth strategy with our proceeds, there is no guarantee that we will be able to execute such a plan within our target time. Developing the project will depend highly on our funds, the availability of those funds, and the size of the fund raised. The Company plans to pursue its strategy of the business. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's investment objective of developing the business will be adversely affected and the Company may not be able to pursue its project opportunity if it is unable to finance such buildup. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into shares of the Company, your investment will be diluted as a result of such issuance.

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are an early stage company with no operations within the Company to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company may be required to cease business operations. As a result, investors may lose all of their investment.

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Off-Balance Sheet Arrangements

As of March 31, 2017, we did not have any off-balance sheet arrangements.

Plan of Operations

LongFin has been successfully tested and certified by proof of the success of Stampede’s history of operations. Stampede has ready infrastructure in Singapore that provides significant operation capabilities in the near-term, allowing the Company to focus on its growth strategy.

MISSION

Digitalizing the Real Assets across the globe.

VISION

To be a major global FinTech house extending the power of Machine Learning and Artificial Intelligence to Structured Trade Finance, Securitization Markets across the continents.

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Milestones of LongFin /Stampede

We at LongFin and its subsidiary is a R&D team of professionals comprising Quant Developers, Analysts, Engineers, HFT programmers backed by a team of experts in Random Finance for Underwriting Global Financial Markets.

How we started doing business and how we developed the core business?

In early stages we developed Arbitrage Strategies, Spread Strategies, Quant Strategies, Proprietary Multi Currency Trading Platform and Derivative Engine for Option Pricing.

Ours is basically a Financial Technology centric platform, backed by in-house R&D team and we evolved as:

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Liquidity Provider for Exchanges 

Market Maker for Electronically Traded Products (FX, FX derivatives and commodities) 

Platform Services for Pricing, Historical Data Valuations, Portfolio Management and Trade Services 

Our technology suite is an integrated platform comprising Feed Handlers, Order Routing and Risk Management components that enables High Frequency Trading. Our HFT simplifies the process of EMM activity while efficiently handling messages with low-latency across all FX, FX derivatives and commodities.

Our subsidiary, Stampede evolved as a market maker (FX, FX derivatives and commodities) and provided liquidity to global exchanges. Currently we ‘make markets’ on all major exchanges in SGX-DT, DGCX, CME, ICE and HKEX. We define our market making activities as being “Market-Neutral” strategies. As a Market maker we usually take no directional positions. Our aim is not to have any positions overnight and try to end with flat positions without any long or short positions.

Our subsidiary, Stampede business operations does not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act in the US Market.

How we evolved….

Year wise progress:-

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Our servers are co-located in Data Centers with 10 G Network and provide liquidity with the help of core engines on low-latency platforms. We successfully developed an integrated Electronic Market Making platform comprising Feed Handlers, Algorithmic Trading System, Price Aggregation, Smart Order Routing and Real-time Pricing through which we create huge volumes and liquidity to multiple exchanges across the globe.

Agreements

We, together with subsidiary had entered into agreements with the following Exchanges and Clients to carry-on trading operations.

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Trading Statistics – Longfin together with its subsidiary

Volumes

Trading Volumes in Global Exchanges (USD in millions)

April 2016 to
Dec 2016

April 2015 to
March 2016

November 2014 to March 2015

Volumes Recorded in SGX-Singapore, DGCX-Dubai, CME-Chicago and HKEX-Hong Kong exchanges.

o2014/15 – we handled $4.38 billion Fx Transactions 

o2015/16 – We handled $39.185 billion Fx Transactions 

o2016/17 – We handled $17.16 billion Fx Transaction (9 months) 

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Revenue Segmentation

54

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Appreciation & Achievements

[Following are some of the appreciative Emails received by our company]

___________________________________________________________________________________

Singapore Stock Exchange - SGX

Ranked as #50 in SGX as Market Maker

From: Narendra Hegde <narendra.hegde@sgx.com>

To: 'Venkat@stampedecap.com' <Venkat@stampedecap.com>

Sent: Fri, 16 Sep 2016 02:56:05 +0100 (BST)

Subject: Stampede on top 50 SGX client list

Venkat,
Stampede has reached top 50 clients of SGX , even though your ranking is 50, its quite an accomplishment to be in the top 50 club

☺.

Congrats to you and your team.

Thanks & Best Regards
Naren
Associate Director – Singapore & rest of Asia sales

___________________________________________________________________________________

Inter-Continental Exchange - ICE

From: John Ho <John.Ho@theice.com>
To: Venkat Meenavalli (venkat@stampedecap.com) <venkat@stampedecap.com>, Vasu (vasu@stampedecap.com) <vasu@stampedecap.com>
Sent: Tue, 05 Jan 2016 03:44:25 -0000 (GMT)
Subject: Extension of the 5:1 Rebate

Dear Venkat and Vasu 

Happy New Year! 
Thank you for your continued support of ICE Futures Singapore. Further to the previous communications outlining the special period of 5:1 rebates for Mini Brent and Mini Gasoil against the ICE Brent and ICE Gasoil on ICE Futures Europe for the month of December 2015 and to bring in the New Year, ICE Singapore has extended this period until 31^st January 2016. After 31^st January 2016 the rebate program will revert to the 10:1 deal that was in the original agreement. All other terms and conditions are as per the original signed agreements.

Best Regards,
John Ho - Director
Intercontinental Exchange | ICE

___________________________________________________________________________________

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Hong Kong Exchange - HKEX

From: Rina Ku <RinaKu@HKEX.COM.HK>
To: 'venkat@stampedecap.com' <venkat@stampedecap.com>
Cc: 'Vasu' <vasu@stampedecap.com>, 'emmanuel@stampedecap.com' <emmanuel@stampedecap.com>, Chris Lee <ChrisLee@HKEX.COM.HK>, murthy <murthy@stampedecap.com>
Sent: Wed, 06 Jan 2016 07:18:32 -0000 (GMT)
Subject: RE: [Stamepede] CNH Futures Active Traders Program Extension

Hi Mr. Venkat,

Thank you so much for your continuous support for our CNH Futures. This year we are planning to launch more currency pairs such as the EUR/CNH, AUD/CNH, INR/CHU and MYR/CNH.

I have attached the draft contract design for your consideration. Let me know if you have any comments on the contract design. Also for Market Making which pairs would you be interested in and what is a realistic spread obligation for you?

Many thanks in advance for your valuable advice.

Many thanks,
Rina | Client Business Development | Global Markets
Hong Kong Exchanges and Clearing Limited

___________________________________________________________________________________

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Future Roadmap

To be a major Global Financial Technology House connecting to all the major exchanges across the world and creating an Ultra-low latency Platform capable of handling billions of transactions of Trade Finance / Asset Securitization. Having the best Statistical and Quantitative financial engineering team at the helm and offices in USA, Singapore, India while expanding foot print into Europe and South America in the fields of Structured Finance, Trade Finance, Real Estate, Electronic Markets and High Frequency Trading.

1.Treasury Management Solutions (TMS) - Trade Finance 

Our expertise in Trade Finance includes Carry Trade, Warehouse Financing, Collateralized Financing, Underlying Commodity Risk Management, Cost Reduction / Zero Cost hedging Structures, Managing Long/Short (Buy/Sell) Commodity variance Risk. We also handle Synthetic Securitization and Out-right Securitization for non-banking investors.

2.TMS - Real Estate / Mortgage Asset Backed
 

Our complete end-to-end solution insulates Yield Curve Risk, LIBOR Risk, Cross Currency Risk, Distress Consumer Securitization and Future Flow Receivable Securitization against Real Estate Loans, Mortgage Loans, Commercial Mortgage Loans and Residential Mortgage Loans.

3.TMS - Derivative and Structured Products 

We are one of the most active firms in trading the underlying risk in electronic markets connected with very ultra-low latency platform that manages tick-by-tick data.

Our Core Areas of specialization:

a.Structured finance transactions are embedded with multiple complex derivatives and increase manifold with increasing volumes.  

b.We regularly structure and negotiate complex derivative spreads, Swaps linked to Currencies, Commodities and LIBOR.  

c.Expertise in grading Synthetic Derivatives that manage Skew and Kurtosis.
 

4.TMS - Insolvency Risk Management / Credit Risk 

After 2008, the global fall-out from the credit crisis has led to increase risk mitigation and insolvency credit risk. We work with major Trade Finance / Credit Insurance companies specializing the ART (Alternative Risk Transfer) and create products that can transfer and handle the risk management with Re-insurance companies.

5.TMS - STIR – Short Term Interest Rate Management 

STIRs are very liquid instruments and the contracts used to hedge against borrowing or lending exposure. We focus on Short Term Interest Rate Futures contracts and manage interest rate risk, by locking in fixed interest rate. We also manage the basis risk and yield curve risk which is embedded in options.

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LONGFIN - DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The core management team includes experts and executives in our industry and professionals with decades of experience in the financial industry. Mr. Linga Murthy Gaddi is the Chief Technical Officer (“CTO”), Mr. Emmanuel Dasi is the Chief Investment Officer (“CIO”), Mr. Raj Mondraty is the Chief Operating Officer (“COO”) and Mr. Vivek Kumar Ratakonda is Chief Compliance Officer (“CCLO”).

Longfin’s principal place of business is in the City and the state of New York and is under direct control and coordination of founder and Chairman, Mr. Venkata S Meenavalli, director/ Global Head – Marketing, Mr. Yogesh Patel and Mr. Krishanu Singhal (Chief Financial Officer) and Sarah Altahawi the associate Vice President from our headquarter in New York City.

The table below lists LongFin’s directors and executive officers, their ages as of July 6, 2017, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.

Venkat S Meenavalli - Founder, Chairman and President

Venkat is a global techno entrepreneur, a financial wizard, and is multitalented with his high skill and knowledge when it comes to IT, Finance, Fintech, Trading, Venture Capital, PE / Mezzanine Debt, Real Estate, Advisory and Re-Insurance and established business houses in Singapore, UK, US, India, Dubai and St. Vincent.

Venkat holds an advanced diploma from Maritime Communication Australia, a PG Diploma in International Trade Finance from Middlesex, is a Novell Certified Network Engineer and Microsoft Certified engineer and is a Microsoft Internet Security Engineer. He is a widely read world traveler, an eloquent speaker, dynamic administrator and analytical thinker with business acumen. He is always adopting and applying new concepts that suit contemporary and modern business challenges.

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He was one of the key architects and driving forces in defining the early stages of internet rollovers in Wall Street (NASDAQ and Merrill Lynch). He is founder and Chairman of Stampede Capital Limited which is a listed company in India (NSE & BSE) with a market cap of USD 100 million.

Venkat is a true believer in disruptive technologies and believes that every piece of information is worth millions. He is also a true believer in the alchemy of structured trade finance.

Yogesh Patel, Director: Global Head – Marketing

Mr. Yogesh Patel has a vast experience in the field of marketing and advertising of more than 30 years. Mr. Patel has been a pioneer in the marketing in the digital marketing and is an entrepreneur. Mr. Patel has been the founding member and marketing wizard of many innovative businesses across the globe. He has been founder of a company in the business of prepaid and dial around calling cards in 1993 in United States of America for which he was featured in business magazines. Mr. Patel, in 1998 founded a renowned Indian portal serving all the major Indian community with 17 verticals for providing the information, act as search engine and advertising portal. Mr. Patel joined Northgate Technologies Limited, (an India listed entity) as Chief Operating Officer and helped company grow in 2004. The company was pioneer in online advertising and VOIP calling services at the very inception stage of online advertising and VOIP calling services globally.

Prior to these, Mr. Patel was software catalyst in renowned companies.

Mr. Patel is currently in advisory role for financial technology companies and other technology & non-technology companies around the world. Besides the interests in online advertising, financial technology solutions marketing, Mr. Patel has keen interests and understanding of commodities, mining, electronics, construction and development of new and innovative products and services across the globe physically and digitally.

Mr. Yogesh Patel hold a Master’s in Business Administration with majors in Marketing and Advertising from a prestigious institute in India.

Mr. Yogesh Patel is a U.S. Citizen and is resides in state of New Jersey with his family.

Mr. Krishanu Singhal has been Chief Financial Officer of Longfin since 2016. Mr. Singhal brings over 16 years of experience of financial leadership and management in diversified business activities ranging from banking, aviation, real estate to technology companies comprising corporate finance, asset banking, cross border merger and acquisition, fund raising and roadshow.

Prior to joining as Chief Financial Officer, Mr Singhal was heading the finance and accounting division for 8 years, of a Singapore listed Real Estate Business Trust with assets holding approx. USD 2 billion, providing leadership for the accounting, finance, compliance, taxation, legal and advisory services, capital management & risks management dealing with major investment bankers (DB, Merrill Lynch), Big 4 auditing and TAS team (EY & Deloitte), leading Legal Counsels (Allen & Gledhill, Clifford Chance). Mr. Singhal had worked as Credit Manager for mortgages business with ICICI bank, a second largest private sector bank in India. Also, Mr. Singhal was part of senior management team with a large business conglomerate in the businesses ranging from para-banking, aviation, real estate and FMCG, heading and responsible for setting up the internal audit function for the all the group businesses across all over India.

Mr. Singhal is a Certified Chartered Accountant and has been a member of ICAI since 2000 and has earned his Bachelor of Laws and Bachelor of Commerce degree from Delhi University, India.

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Raj Mondraty - COO

Mr. Raj is a seasoned entrepreneur, highly experienced Operations Executive, Business Leader, and a Global Investor with over 24 years of experience in I.T, Software Development Services, Management, Finance, Retail, Insurance and Real Estate. During his tenure as an entrepreneur, Raj successfully conceptualized and ventured into several companies including ITSS – an IT Services and Management Company, Savaant – a Service Oriented Company located in North America, Pentax Software Solutions and IBRIDZ located in Asia. Mr. Raj spearheaded the growth of the companies to more than 100% with millions of dollars in revenue and continue to do so.

Mr. Raj earned his Master's in Environmental Engineering from Florida International University and a Bachelors in Engineering from Andhra University. Mr. Raj is currently Founder, President and Chief Executive Officer of the I.T Software Solutions, a leading IT Services marketplace with operations in North America and Asia that served hundreds of clientele including but not limited to the Fortune 500 companies viz. Office Depot, Blue Cross Blue Shield, Eli Lilly etc.

Mr. Raj as CEO and Operations Executive orchestrated and built high-performance organizations and teams by aligning and revamping the HR, AR, AP and IT teams. Raj oversaw 100% growth in companies from inception. He reduced operating costs, negotiated new rates, controlled contract costs. Raj regularly mentored and advised various members of the team which included the Vice Presidents and Directors. Raj implemented Operating Strategies, set up communicating policies to the workforce and ensured that targets are met and corporate goals attained.

Mr. Raj is also an ardent real estate developer both in the US and Asian markets which successfully reaped high end profits. Mr. Raj is a philanthropist involved in several charity and non-profit organizations helping challenged and poor kids in different areas.

Sarah Altahawi – Associate Vice President

Ms. Altahawi has more than three years of investment banking experience at a leading investment banking house in New York. She is a versatile player in taking on varied roles from relationship management to facilitate highly effective marketing/ PR plans. Ms. Sarah has is a potent leader in her work  Ms. Sarah is responsible for identifying, securing offerings, merger & acquisition deals by way of gathering, analyzing and interpreting complicated numerical information. Ms. Sarah led worldwide syndication processes for numerous capital raises on behalf of SEC qualified companies and conducted comprehensive and discerning research in a wide range of industries while creating company profiles in order to support executives in pitching ideas to prospective clients. Her forward-thinking pragmatism and intuitive interpersonal skills are exceptional.

Ms. Altahawi earned degree from University of Hartford and attained broad knowledge in the capital market, including mortgage lending.

Linga Murthy Gaddi - CTO

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Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees and will be available on our corporate website following the completion of the offering. We intend to

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disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements.

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The following table sets forth information about the annual compensation of each of directors or executive officers.

Compensation of Directors

We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans in place at the moment, but reserve the right to put one in place in the future.

Executive Compensation Philosophy

We believe that LongFin is at the beginning of its journey and that for us to be successful we must hire and retain people who can continue to develop our strategy, quickly innovate and develop new business opportunities by leveraging the unique technology we have in hand, and constantly enhancing our business model. To achieve these objectives, we need a highly talented team. We also expect our executive team to possess and demonstrate strong leadership and management capabilities.

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11.      SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Set forth below is information regarding the beneficial ownership of our common stock, our only outstanding class of capital stock, as of June 19, 2017 by (i) each person whom we know owned, beneficially, more than 10% of the outstanding shares of our common stock, and (ii) all of the current officers and directors as a group. We believe that, except as noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this offering concludes, due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least one year, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the three months preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon CHRISTOPHER A. KOZLOWSKI is representing the Company in this offering.

The consolidated financial statements of the Company appearing elsewhere in this Offering Circular have been included herein in reliance upon the report, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, of AJSH & Co LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of AJSH & Co LLP as experts in accounting and auditing, and Adamson Brothers Corp., consultant, in matters of public offerings, SEC filing, and structuring the offering.

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room,

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12.      INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since inception, except for the below mentioned major related party business transactions, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

Conflicts of Interest and Corporate Opportunities

The officers and directors have acknowledged that under Delaware Corporate law that they must present to the Company any business opportunity presented to them as an individual that met the Delaware's standard for a corporate opportunity:  (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and director is required to execute.  However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Board.  It is the Company’s intention to adopt such policies and procedures in the immediate future.

Major Related Party Transactions for the periods under considerations

LongFin

Stampede

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Our authorized capital stock consists of two hundred million (200,000,000) common shares at par value $0.00001 per share (the “Common Share”), comprises of 100,000,000 of Class A Common Share, 75,000,000 of Class B Common Share and 25,000,000 of Class C Common Share.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Voting rights. We have amended and restate our certificate of incorporation and will be authorized to issue three classes of common stock: Class A common stock, Class B common stock and Class C common stock, which we refer to collectively as our ‘‘common stock.’’ The Class A common stock will provide holders with one vote on all matters submitted to a vote of stockholders, the Class B common stock will each provide holders with 10 votes on all matters submitted to a vote of stockholders and the Class C common stock will each provide holders with “NO” votes on all matters submitted to a vote of stockholders. These attributes are summarized in the following table:

Class of Common Stock Votes Economic Rights  

Class A common stock   1        Yes  

Class B common stock   1        Yes  

Class C common stock NIL         Yes  

As of June 19, 2017, we had below common stock outstanding:

Class A Common Stock37.5 million 

Class B Common Stock30.0 million 

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.

Warrants

Index to Financial Statements

A.Longfin Corp 

As of and for the period ended February 28, 2017

B.Stampede Tradex Pte. Ltd.  

As of and for the nine months’ period ended December 31, 2016 and 2015

C.Stampede Tradex Pte. Ltd. 

As of and for the years ended March 31, 2016 and 2015

D.Longfin Corp – Unaudited Pro Forma Condensed Combined Financial Statement 

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Section A on Financial Statements

Longfin Corp - As of and for the period ended February 28, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Independent Auditors’ Report (February 1, 2017 to February 28, 2017)

REPORT OF INDEPENDENT AUDITOR

To the Board of Directors of

Longfin Corp.

In our opinion, the accompanying Balance Sheet and the related Statement of Income, Shareholder’s Equity and Cash Flow present fairly, in all material respects, the financial position of Longfin Corp at February 28, 2017 and the results of their operation and their cash flow for the period February 1, 2017 (inception) to February 28, 2017 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

AJSH & Co LLP

New Delhi, India

March 10, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Balance Sheet as at February 28, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Statement of Income for the period ended February 28, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Statement of Changes in Stockholders’ Equity for the period ended February 28, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Statement of Cash Flows for the period ended February 28, 2017

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LONGFIN CORP.

(A DEVELOPMENTAL STAGE COMPANY)

Notes to Financial Statements for the period ended February 28, 2017

Note 1: Organization and Basis of Presentation

Longfin Corp., (“the Company”, “Longfin”) is domiciled and incorporated in the State of Delaware, United States of America on February 1, 2017.

The registered address of the Company is:

2035 Sunset Lake Rd, Suite B-2, Newark, DE 19702