UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Portage
Fintech Acquisition Corporation
(Name of Issuer)
Class A ordinary shares
(Title of Class of Securities)
G7185D122
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Triple8, LLC
|
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
|
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Kansas
|
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
0
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
0
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented By Amount in Row (9)
0%
|
| 12. |
Type of Reporting Person (See Instructions)
IC
|
| 1. |
Names of Reporting Persons
Eldridge Industries, LLC
|
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
|
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Delaware
|
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
0
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
0
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented By Amount in Row (9)
0%
|
| 12. |
Type of Reporting Person (See Instructions)
OO
|
| 1. | Names of Reporting Persons
Todd L. Boehly
|
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨
|
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
United States
|
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0
|
| 6. | Shared Voting Power
0
| |
| 7. | Sole Dispositive Power
0
| |
| 8. | Shared Dispositive Power
0
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. | Percent of Class Represented By Amount in Row (9)
0%
|
| 12. | Type of Reporting Person (See Instructions)
IN
|
| Item 1(a). | Name of Issuer |
| Portage Fintech Acquisition Corporation (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
717 Fifth Avenue, 24th Floor New York, NY 10022 | |
| Item 2(a). | Names of Persons Filing |
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
(i) Triple8, LLC (“Triple8”) (ii) Eldridge Industries, LLC (“Eldridge”) (iii) Todd L. Boehly
| |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
|
The address of the principal business office of Mr. Boehly and Eldridge is 600 Steamboat Road, Floor 2, Greenwich, CT 06830.
The address of the principal business office of Triple8 is One Security Benefit Place, Topeka, KS 66636.
| |
| Item 2(c). | Citizenship |
| See responses to Item 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities |
| Class A ordinary shares, $0.0001 par value per share (“Class A Common Shares”) | |
| Item 2(e). | CUSIP Number |
| G7185D122 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| Not Applicable |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: | |
| See responses to Item 9 on each cover page. |
| (b) | Percent of Class: | |
| See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the Reporting Person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See responses to Item 5 on each cover page. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See responses to Item 6 on each cover page. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See responses to Item 7 on each cover page. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See responses to Item 8 on each cover page. | |||
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: x | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2024
| /s/ Todd L. Boehly | |||
| Todd L. Boehly | |||
| Eldridge Industries, LLC | |||
| By: | /s/ Todd L. Boehly | ||
| Name: | Todd L. Boehly | ||
| Title: | Authorized Signatory | ||
| Triple8, LLC | ||
| By: | /s/ Alex Serin | |
| Name: | Alex Serin | ||
| Title: | Authorized Signatory |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of July 30, 2021, incorporated by reference to Exhibit A to the Schedule 13G filed July 30, 2021. |