SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PFTA I LP

(Last)

(First)

(Middle)

C/O PORTAGE FINTECH ACQUISITION CORP.

280 PARK AVENUE, 29F EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PORTAGE FINTECH ACQUISITION CORP. [ PFTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	07/21/2023		S⁽²⁾			3,565,230	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	3,565,230	⁽¹⁾	2,757,615	D⁽³⁾
Warrants	$11.5	07/21/2023		S⁽²⁾			4,392,123	⁽⁴⁾	⁽⁴⁾	Class A Ordinary Shares	4,392,123	⁽⁴⁾	2,196,061	D⁽³⁾

1. Name and Address of Reporting Person^*

PFTA I LP

(Last)

(First)

(Middle)

C/O PORTAGE FINTECH ACQUISITION CORP.

280 PARK AVENUE, 29F EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PFTA I GP INC.

(Last)

(First)

(Middle)

C/O PORTAGE FINTECH ACQUISITION CORP.

280 PARK AVENUE, 3RD FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-257185) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares"), will automatically convert into Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"). at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. This Form 4 reflects the transfer of 3,565,230 Class B ordinary shares and 4,392,123 private placement warrants by PFTA I LP (the "Sponsor") to Perception Capital Partners IIIA LLC.

3. This Form 4 is being filed by the Sponsor. The Sponsor is controlled by PFTA I GP, Inc. (the "General Partner"), its general partner. Accordingly, all of the securities held by the Sponsor may be deemed to be beneficially held by the General Partner.

4. As described in the issuer's registration statement on Form S-1 (File No. 333-257185) under the heading "Description of Securities--Warrants--Private Placement Warrants," the private placement warrants (the "private placement warrants"), will be exercisable for one Class A ordinary share 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.

	/s/ Sacha Haque, as Director of PFTA I GP, Inc., General Partner of PFTA I LP	07/24/2023
	** 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 4 (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.
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SEC Form 4 filed by Pfta I Lp