| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 07/21/2023 |
3. Issuer Name and Ticker or Trading Symbol
PORTAGE FINTECH ACQUISITION CORP. [ PFTA ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (1) | (4) | Class A Ordinary Shares | 4,215,230 | (1) | D(2) | |
| Warrants | (3) | (3) | Class A Ordinary Shares | 4,392,123 | 11.5 | D(2) | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Class B ordinary shares will automatically convert into Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Issuer's initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Issuer in connection with or in relation to the consummation of the initial business combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
| 2. Perception Capital Partners IIIA LLC ("Perception IIIA") is the record holder of the securities reported herein. Perception IIIA. Macabel Holdings, Inc., is the managing member of Perception IIIA. Mr. Gaenzle is the President of Macabel Holdings, Inc. As such, each of Macabel Holdings, Inc., and Mr. Gaenzle may be deemed to beneficially own the securities held by Perception IIIA by virtue of their shared control over Perception IIIA. Messrs. Honour, Sheridan, Tan and Campbell are members of Perception IIIA and may be deemed to own. Each of Macabel Holdings, Inc. and Messrs. Gaenzle, Honour, Sheridan, Tan, and Campbell disclaim beneficial ownership of the securities included in this report, except to the extent of any pecuniary interest therein. The inclusion of securities in this report shall not be deemed an admission of any reporting person's beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 3. Represents private placement warrants that will be exercisable for Class A ordinary shares 30 days after the Issuer completes an initial business combination and will expire five years from the consummation of the Issuer's initial business combination or earlier upon redemption or liquidation. |
| 4. The Class B ordinary shares have no expiration date. |
| /s/ Rick Gaenzle | 07/31/2023 | |
| /s/ Tan Tao | 07/31/2023 | |
| /s/ Jim Sheridan | 07/31/2023 | |
| /s/ Corey Campbell | 07/31/2023 | |
| /s/ Scott Honour | 07/31/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||