UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-1616UNDER ~~UNDER~~ THE U.S. SECURITIES EXCHANGE ACT OF 1934

For the month of ~~October~~November 2022

Commission File ~~Number:~~ No. 001-39693

Triterras, Inc. ~~(Name~~ ~~of registrant)~~

~~9 Raffles Place, #23-04 Republic Plaza Singapore 048619~~ (~~Address~~Name of ~~principal executive office~~registrant)

~~Indicate~~9 byRaffles ~~check~~Place, ~~mark whether the Company files or will file annual reports under cover of Form 20~~#23-F04 orRepublic ~~Form~~PlazaSingapore ~~40-F.~~048619

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the ~~Company~~registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐

Indicate by check mark if the ~~Company~~registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐

~~Update~~Forward onLooking ~~financial results for the six months ended August 31, 2022; Annual General Meeting of Shareholders~~Statements

~~Triterras,~~This ~~Inc.~~Report ~~(the~~on Form 6-K includes “~~Company~~forward-looking statements” or within the meaning of the “~~Triterras~~safe harbor”) ~~intends~~provisions toof ~~release~~the ~~its~~Private ~~financial~~Securities Litigation Reform Act of 1995. Our actual results ~~for~~may ~~the~~differ ~~six~~from ~~months~~their ~~ended~~expectations, ~~August~~estimates 31and projections and consequently, ~~2022~~you ~~immediately~~should ~~prior to~~not ~~its~~rely ~~upcoming~~on ~~2022~~these ~~annual~~forward-looking ~~general~~statements ~~meeting~~as predictions of ~~shareholders~~future (events. Words such as “~~AGM~~expect,”) “estimate,” ~~which~~“project,” is“budget,” ~~currently~~“forecast,” ~~scheduled~~“anticipate,” to“intend,” ~~take~~“plan,” ~~place~~“may,” ~~on or~~“will,” ~~around~~“could,” ~~December~~“should,” 6“believes,” ~~2022~~“predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. ~~The~~These ~~Company~~forward-looking ~~plans~~statements include, without limitation, our expectations with respect to ~~announce~~future ~~more~~performance ~~details~~and onanticipated financial impacts. These forward-looking statements involve significant risks and uncertainties that could cause the ~~AGM~~actual inresults ~~November~~to ~~2022~~differ materially from the expected results. Most of these factors are outside our control and, asare ~~previously~~difficult ~~disclosed~~to inpredict. ~~its earnings~~Factors ~~conference~~that ~~call~~may ~~held~~cause onsuch ~~June~~differences 28include, ~~2022,~~but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the ~~Company~~Registrant’s ~~also~~Form ~~plans~~20-F to(001-39693) ~~file~~filed with the ~~U.S.~~ Securities and Exchange Commission (the “SEC”) a ~~Report~~on ofJune ~~Foreign~~28, ~~Private~~2022 ~~Issuer~~(the on “Form 620-KF”) toand ~~report~~in ~~those~~the ~~six-month~~Registrant’s ~~financial~~other ~~results~~filings ~~around~~with the ~~same time~~SEC. ~~Nasdaq~~The ~~rules~~Registrant ~~applicable to~~cautions ~~foreign~~that ~~private~~the ~~issuers~~foregoing ~~provide~~factors ~~that~~are ~~each~~not ~~foreign~~exclusive. ~~private~~The ~~issuer~~Registrant ~~must~~cautions ~~submit~~readers onnot ato ~~Form~~place ~~6-K~~undue ~~interim~~reliance ~~six-month~~upon ~~financial~~any forward-looking statements, ~~no later~~which ~~than~~speak ~~six~~only ~~months~~as ~~following~~of the ~~end~~date ofmade. ~~such~~The ~~issuer’s~~Registrant ~~second~~does ~~quarter,~~not ~~and~~undertake ~~the~~or ~~Company~~accept ~~intends~~any obligation or undertaking to ~~comply~~release ~~with~~publicly ~~this~~any ~~rule~~updates ~~despite the~~or ~~delisting~~revisions ofto any forward-looking statements to reflect any change in its ~~securities~~expectations ~~from~~or ~~Nasdaq~~any change in events, conditions or circumstances on which any such statement is based.

~~Update~~EXHIBIT onINDEX ~~Nasdaq Listing and OTCQX~~

As previously reported in its Annual Report on Form 20-F for the fiscal year ended February 28, 2022, the Company had submitted an application for the trading of its Ordinary Shares and Warrants on the over-the-counter market as an interim measure while addressing the possible relisting with Nasdaq. Based on its communications with the OTC Markets, the Company is pursuing the trading of its securities on the OTCQX via the Form 211 process in accordance with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended. As at the date of this Report of Foreign Private Issuer on Form 6-K, the Company’s Ordinary Shares and Warrants are quoted on the OTC Expert Market under the symbols “TRIRF” and “TRIRW”, respectively, on an “unsolicited only” basis.

Exhibit		Description
99.1		Operating and Financial Review of Triterras Inc. and its subsidiaries for the six months ended August 31, 2022 and 2021.
99.2		Condensed Consolidated Interim Financial Statements (Unaudited) of Triterras Inc. and its subsidiaries as of August 31, 2022 and February 28, 2022 and for the six months ended August 31, 2022 and 2021.

Further, the Company intends to submit an application for relisting its Ordinary Shares and Warrants on Nasdaq after it has achieved a successful listing on the OTCQX. The Company believes that this course of action is prudent at this time and will continue to work with external advisors to address the listing requirements of Nasdaq, including financial, liquidity and corporate governance standards. However, there can be no assurance that the Company will be successful in achieving the eligibility of its securities to be quoted on the OTCQX or the listing of its securities on Nasdaq.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Triterras’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include Triterras’ expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Triterras’ control and are difficult to predict. Such risk factors include but are not limited to (i) the possibility that no market maker will file a Form 211 to register and quote the Company’s securities, that the securities would not become eligible to be quoted on the OTCQX on a timely basis or at all, or that the Company is unable to successfully relist its securities on the Nasdaq Stock Market LLC or otherwise list its securities on the OTC or a national exchange, and (ii) the risks and uncertainties set forth under “Risk Factors” in Triterras’ Form 20-F (SEC File No. 001-39693) filed with the SEC on June 28, 2022 and in Triterras’ other filings with the SEC. Triterras cautions that the foregoing list of factors is not exclusive. Triterras cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Triterras does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

SIGNATURES

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the ~~Company~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

	TRITERRAS, INC.
Date: October 28, 2022	By:	/s/ Srinivas Koneru
	Name:	Srinivas Koneru
	Title:	Executive Chairman and Chief Executive Officer

Date: November 30, 2022

2Triterras, Inc. By: /s/ Srinivas Koneru Name: Srinivas Koneru Title: Director, Executive Chairman and Chief Executive Officer

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