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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Perception Capital Corp. III
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| December 13, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERCEPTION CAPITAL CORP. III (Exact name of regist |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| November 14, 2024 |
PFTA / Perception Capital Corp. III / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-pfta093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Perception Capital Corp. III (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G7185D106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of thi |
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| November 12, 2024 |
PFTA / Perception Capital Corp. III / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d808508dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Perception Capital Corp III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of th |
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| October 18, 2024 |
SC 13G/A 1 tm2426424d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Perception Capital Corp. III f/k/a Portage Fintech Acquisition Corporation (Name of Issuer) Class |
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| August 29, 2024 |
Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of March 11, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Perception Capital Partners IIIA |
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| August 29, 2024 |
Exhibit 10.3 second AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of July 25, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Perception Capital Corp. III f/k/a Portage Fintech Acquisition Corporation, a Cayman Islands exempted compa |
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| August 29, 2024 |
Exhibit 99.1 Perception Capital Corp. III received written notice from Nasdaq related to delayed filing of quarterly report on Form 10-Q Minneapolis, MN – August 28, 2024 -Perception Capital Corp. III (Nasdaq: PFTA) (the “Company”), a special purpose acquisition company, today announced that it received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpo |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERCEPTION CAPITAL CORP. III (Exact name of registrant |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| July 5, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PERCEPTION CAPITAL CORP. III (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 163(a) by deleting the followin |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| June 21, 2024 |
Form of Non-Redemption Agreement. Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of June [●], 2024, by and among Perception Capital Corp. III, a Cayman Islands exempted company (“SPAC”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold an extraordinary g |
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| June 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorpora |
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| June 21, 2024 |
Form of Non-Redemption Agreement. Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of June [●], 2024, by and among Perception Capital Corp. III, a Cayman Islands exempted company (“SPAC”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold an extraordinary g |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERCEPTION CAPITAL CORP. III (Exact name of registrant |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| April 16, 2024 |
Perception Capital Corp. III Policy for Recovery of Erroneously Awarded Compensation.* Exhibit 97.1 PERCEPTION CAPITAL CORP. III (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain executive compe |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-40639 PERCEPTION CAPI |
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| April 16, 2024 |
Exhibit 10.8(a) AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 27, 2023, by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| February 14, 2024 |
PFTA / Perception Capital Corp. III / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 firtree-pfta123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. III (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 13, 2024 |
PFTA / Perception Capital Corp. III / Dryden Capital, LLC Passive Investment SC 13G 1 fp0087174-1sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Perception Capital Corp. III (formerly known as Portage Fintech Acquisition Corporation) (Name of Issuer) Class A ordinary s |
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| February 12, 2024 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Perception Capital Corp. III, RBio Energy Holdings Corp., Perception RBio Merger Sub, and RBio Energy Corporation Dated as of February 6, 2024 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 11 Section 1.03 Construction 12 Article II. transactions 13 Section |
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| February 12, 2024 |
PFTA / Perception Capital Corp. III / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formperceptionsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Perception Capital Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires F |
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| February 12, 2024 |
Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193060ex99-1perception3.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| February 12, 2024 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Perception Capital Corp. III, RBio Energy Holdings Corp., Perception RBio Merger Sub, and RBio Energy Corporation Dated as of February 6, 2024 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 11 Section 1.03 Construction 12 Article II. transactions 13 Section |
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| February 12, 2024 |
SC 13G/A 1 ea193060-13ga2cantorpercep3.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Perception Capital Corp III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7185D106 (CUSIP Number) December 31, 2023 (Date |
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| February 12, 2024 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of February 6, 2024 (this “Agreement”), by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and RBio Energy Corporation, a Delaware corporation (the |
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| February 12, 2024 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of February 6, 2024 (this “Agreement”), by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and RBio Energy Corporation, a Delaware corporation (the |
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| February 9, 2024 |
PFTA / Perception Capital Corp. III / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d632474dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Perception Capital Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of th |
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| February 7, 2024 |
Exhibit 99.1 RBio Energy Corporation to Become a Public Company through a Business Combination with Perception Capital Corp. III Transaction expected to catalyze RBio Energy’s planned development of biorefinery assets and biomass and biogas power generation capacity RBio Energy to grow platform through expected acquisitions Merger anticipated to close in second quarter 2024; combined company antic |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| February 7, 2024 |
Exhibit 99.1 RBio Energy Corporation to Become a Public Company through a Business Combination with Perception Capital Corp. III Transaction expected to catalyze RBio Energy’s planned development of biorefinery assets and biomass and biogas power generation capacity RBio Energy to grow platform through expected acquisitions Merger anticipated to close in second quarter 2024; combined company antic |
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| February 7, 2024 |
KYG7185D1227 / Portage Fintech Acquisition Corp / Triple8, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm244900d1sc13ga.htm SC 13G/A 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) Ch |
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| February 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| January 31, 2024 |
PFTA / Perception Capital Corp. III / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A 1 d694809dsc13ga.htm SC 13G/A 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 Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of |
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| January 31, 2024 |
EX-99.1 2 d694809dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. G7185D106 Page 11 of 11 Pages Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Portage Fintech Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed o |
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| November 20, 2023 |
Exhibit 10.4 CONSULTANT AGREEMENT This consultant agreement (“Consultant Agreement”) is made as of August 11, 2023 between Perception Capital Corp. III (“SPAC”) a Cayman Islands corporation with a place of business located at 315 Lake Street East, Suite 301, Wayzata, MN 55391, and John Stanfield (“Consultant”), with a place of business located at 594 Hickory Road, Glen Ellyn, IL 60137. Together, t |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PERCEPTION CAPITAL CORP. III (Exact name of regist |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40639 CUSIP NUMBER G7185D106 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| October 16, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PERCEPTION CAPITAL CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED 11 OCTOBER 2023) www.verify.gov.ky File#: 373033 Filed: 11-Oct-2023 15:34 EST Auth Code: D66508801110 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PERCEP |
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| October 16, 2023 |
Portage Fintech Acquisition Corporation Announces Name Change to Perception Capital Corp. III Exhibit 99.1 Portage Fintech Acquisition Corporation Announces Name Change to Perception Capital Corp. III MINNEAPOLIS, Oct. 13, 2023 (GLOBE NEWSWIRE) - Portage Fintech Acquisition Corporation (the “Company”), today announced a corporate name change to Perception Capital Corp. III, to better reflect Perception Capital Partners III-A LLC as the Company’s new managing sponsor. Perception Capital Par |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 PERCEPTION CAPITAL CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorp |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy State |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| August 21, 2023 |
Exhibit 10.2 Execution Version July 21, 2023 Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, New York 10017 Re: Amendment to Letter Agreement Ladies and Gentlemen: This Amendment (“Amended Letter Agreement”) to the Letter Agreement, dated July 20, 2021 (the “Letter Agreement”), by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40639 CUSIP NUMBER G7185D106 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| August 7, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 1, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Perception Capital Partners IIIA, LLC, a Delaware limited liability compan |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PORTAGE FINTECH ACQUISITION CORPORATION (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G718D106 (CUSIP Number) July 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| August 1, 2023 |
PFTA / Portage Fintech Acquisition Corp - Class A / Dryden Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUS |
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| August 1, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| August 1, 2023 |
PFTA / Portage Fintech Acquisition Corp - Class A / Gaenzle Rick - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 PORTAGE FINTECH ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) Rick Gaenzle 315 Lake Street East, Suite 301 Wayzata, MN 55391 (952) 456-5300 (Name, Addres |
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| August 1, 2023 |
Securities Purchase Agreement dated July 12, 2023 EX-2 3 portagefintechex2.htm EXHIBIT 2 Exhibit 2 Execution Copy SECURITIES PURCHASE AGREEMENT by and between PERCEPTION CAPITAL PARTNERS IIIA LLC and PFTA I LP Dated as of July 12, 2023 Execution Copy TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 2 1.1 Purchase and Sale 2 1.2 Extension Shares and Financing Shares 2 ARTICLE II CLOSING 2 2.1 Closing 2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF TH |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G7185D106 |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| July 26, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. G7185D106 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Portage Fintech Acquisition Corp.. dated as of July 26, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant |
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| July 26, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Portage Fintech Acquisition Corp. G7185D106 (CUSIP Number) July 26, 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) ☒ Rule 13d-1( |
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| July 26, 2023 |
Exhibit 3.1 AMENDMENTS TO AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PORTAGE FINTECH ACQUISITION CORPORATION (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 163(a) by deleting the |
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| July 20, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). RECITALS: A. The Company will hold an extraordinary g |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 20, 2023 |
Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). RECITALS: A. The Company will hold an extraordinary g |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 14, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). RECITALS: A. The Company will hold an extraordinary g |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| July 14, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (the “Agreement”) dated July [●], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), PFTA I LP, an Ontario limited partnership (the “Insider”), and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). RECITALS: A. The Company will hold an extraordinary g |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Commission file number 001-40639 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 98-1592069 (State or other jurisdiction of incorporation |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction o |
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| April 11, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 13, 2023 |
Description of Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES Registered Pursuant to Section 12, of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Portage Fintech Acquisition Corporation (“we”, “us”, or “our”) that are registered under Section 12 of the Securities Act of 1934, as amended (the “Exchange Act”). The following de |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-40639 PORTAGE FINTECH |
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| February 14, 2023 |
EX-99.1 2 ea173498ex99-1portage.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 14, 2023, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as |
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| February 14, 2023 |
PFTA / Portage Fintech Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Portage Fintech Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7185D106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* PORTAGE FINTECH ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Clas |
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| February 13, 2023 |
SC 13G/A 1 d439019dsc13ga.htm SC 13G/A 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 Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing o |
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| February 9, 2023 |
SC 13G/A 1 sc13ga020923.htm FORM SC 13G/A 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, $0.0001 par value per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2022 (Date of Event Which Require |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact nam |
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| September 22, 2022 |
Joint Filing Agreement, dated as of September 22, 2022, by and among the Reporting Persons Exhibit 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 PORTAGE FINTECH ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7185D106 (CUSIP Number) September 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| March 1, 2022 |
Description of Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF SECURITIES Registered Pursuant to Section 12, of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Portage Fintech Acquisition Corporation (?we?, ?us?, or ?our?) that are registered under Section 12 of the Securities Act of 1934, as amended (the ?Exchange Act?). The following de |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-40639 PORTAGE FINTECH |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Clas |
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| February 14, 2022 |
SC 13G 1 d281150dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Portage Fintech Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing o |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Portage Fintech Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7185D122 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 10, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the |
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| February 8, 2022 |
PFTAU / Portage Fintech Acquisition Corporation Unit / PFTA I LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Portage Fintech Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate |
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| December 10, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Portage Fintech Acquisition Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, |
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| December 10, 2021 |
SC 13G 1 tm2135154d2sc13g.htm PORTAGE FINTECH ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary sh |
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| December 2, 2021 |
PFTAU / Portage Fintech Acquisition Corporation Unit / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 PORTAGE FINTECH ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Share, $0.0001 par value (Title of Class of Securities) G7185D106 (CUSIP Number) November 30, 2021 (Date of Event which Requires Filing of this Statement) Check the a |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdicti |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact nam |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40639 SEC FILE NUMBER G7185D 122 G7185D 106 G7185D 114 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| September 10, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdicti |
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| September 10, 2021 |
Exhibit 99.1 Portage Fintech Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing September 10, 2021 New York ? September 9, 2021 ? Portage Fintech Acquisition Corporation (Nasdaq: PFTAU) (the ?Company?) today announced that, commencing September 10, 2021, holders of the units sold in the Company?s initial public offering of 25,911,379 unit |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of |
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| August 11, 2021 |
PORTAGE FINTECH ACQUISITION CORPORATION BALANCE SHEET Exhibit 99.1 PORTAGE FINTECH ACQUISITION CORPORATION BALANCE SHEET July 23, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets: Current assets: Cash $ 4,700,000 $ 382,275 (b) $ 4,700,000 (382,275 ) (c) Total current assets 4,700,000 ? 4,700,000 Cash held in Trust Account 240,000,000 19,113,790 (a) 259,113,790 Total Assets $ 244,700,000 $ 19,113,790 $ 263,813,790 Liabilities and |
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| August 11, 2021 |
Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Portage Fintech Acquisition Corporation (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G7185D122 (CUSIP Number) July 20, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule |
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| July 29, 2021 |
PORTAGE FINTECH ACQUISITION CORPORATION Exhibit 99.1 PORTAGE FINTECH ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 23, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Portage Fintech Acquisition Corporation Opinion on the Financial Statement We have audited the accompanyin |
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| July 29, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 portagefintech8k.htm 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or oth |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 PORTAGE FINTECH ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Share, $0.0001 par value (Title of Class of Securities) G7185D122 (CUSIP Number) July 21, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| July 23, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 PORTAGE FINTECH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40639 98-1592069 (State or other jurisdiction of incorporatio |
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| July 23, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated July 20, 2021, is by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, it is proposed that the Company enter i |
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| July 23, 2021 |
Exhibit 1.1 PORTAGE FINTECH ACQUISITION CORPORATION 24,000,000 Units Underwriting Agreement July 20, 2021 Goldman Sachs & Co. LLC, 200 West Street New York, New York 10282-2198 BTIG, LLC 65 East 55th Street New York, New York 10022 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Portage Fintech Acquisition Corporation, a Caym |
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| July 23, 2021 |
Exhibit 10.4 July 20, 2021 Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempt |
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| July 23, 2021 |
Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of July 20, 2021, is entered into by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and PFTA I LP, an Ontario limited p |
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| July 23, 2021 |
Exhibit 99.1 Portage Fintech Acquisition Corporation Announces Pricing of Upsized US$240 Million Initial Public Offering NEW YORK, July 20, 2021 /PRNewswire/ ? Portage Fintech Acquisition Corporation (the ?Company?) today announced that it priced its initial public offering of 24,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Stock Market, LLC (?Nasdaq?) and wi |
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| July 23, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED JULY 20, 2021) THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED JULY |
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| July 23, 2021 |
Exhibit 10.5 ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENT This Administrative Services and Reimbursement Agreement (this ?Agreement?), dated as of July 20, 2021 (the ?Effective Date?), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and PFTA I LP, an Ontario limited partnership (the ?Sponsor?). WHEREAS, the Company?s Registration St |
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| July 23, 2021 |
EX-10.3 7 portagefintechex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2021, is made and entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PFTA I LP, an Ontario limited partnership (the |
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| July 23, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 20, 2021 by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration |
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| July 22, 2021 |
Portage Fintech Acquisition Corporation $240,000,000 24,000,000 Units 424B4 1 portagefintech424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-257185 and 333-258062 PROSPECTUS Portage Fintech Acquisition Corporation $240,000,000 24,000,000 Units Portage Fintech Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, |
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| July 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 20, 2021 As filed with the U.S. Securities and Exchange Commission on July 20, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Portage Fintech Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592069 (State or other jurisdiction of incorporation or orga |
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| July 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PORTAGE FINTECH ACQUISITION CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1592069 (State or other jurisdiction of incorporation or organization) (I. |
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| July 16, 2021 |
* * * [Signature Page Follows] July 16, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 16, 2021 |
Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 July 16, 2021 CORRESP 1 filename1.htm Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 July 16, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy Collins Laura Nicholson Re: Portage Fintech Acquisition Corporation Registration Statement on Form S-1 F |
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| July 7, 2021 |
Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 July 7, 2021 Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 July 7, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, NE Washington, D. |
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| July 7, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED []) THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED []) 1. The name |
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| July 7, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 7, 2021. S-1/A 1 portagefintechs1a1.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 7, 2021. Registration No. 333-257185 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054925 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Portage Fintech Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman |
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| June 18, 2021 |
Exhibit 10.7 Portage Fintech Acquisition Corporation 161 Bay Street, Suite 5000 Toronto, Ontario M5J 2S1, Canada March 22, 2021 Portage Fintech Acquisition Corporation 161 Bay Street, Suite 5000 Toronto, Ontario M5J 2S1, Canada RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on March 22, 2021 by and between PFTA I LP, an Ontario limited partnershi |
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| June 18, 2021 |
EX-4.1 5 portagefintechex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Portage Fintech Acquisition Corporation. DEFINITIONS CUSIP: [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class |
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| June 18, 2021 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), PFTA I LP, an Ontario limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on the sig |
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| June 18, 2021 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [ ], 2021, by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, advisors or in other capacities unless they ar |
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| June 18, 2021 |
Consent of Director Nominee - Ajay Chowdhery.* Exhibit 99.6 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the “Company”) with effect from the date and time specified in the Directors’ resolutions of the Company approvi |
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| June 18, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PORTAGE FINTECH ACQUISITION CORPORATION 190 Elgin Avenue, George Town Grand Cayman KYl-9001, Cayman Islands T +1 345 949 0100 F +1345 949 7886 www.walkersglobal.com REF: AB/KB/A6778-169365 Auth Code: D01687971053 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF |
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| June 18, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I LP, an Ontario limited partn |
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| June 18, 2021 |
Exhibit 10.8 [ ], 2021 Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, New York 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Portage Fintech Acquisition Corporation, a Cayman Islands exempted c |
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| June 18, 2021 |
Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES PORTAGE FINTECH ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: [ ] This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF PORTAGE FINTECH ACQUISITION CORPORATION ( |
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| June 18, 2021 |
Consent of Director Nominee - Stuart Charles Harvey Jr.* EX-99.2 21 portagefintechex99-2.htm EXHIBIT 99.2 Exhibit 99.2 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the “Company”) with effect from the date and time specified in |
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| June 18, 2021 |
Consent of Director Nominee - Tom Hutton.* EX-99.1 20 portagefintechex99-1.htm EXHIBIT 99.1 Exhibit 99.1 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the “Company”) with effect from the date and time specified in |
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| June 18, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration stat |
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| June 18, 2021 |
EX-4.3 7 portagefintechex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Portage Fintech Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP: [ ] Warrant Certificate This Warrant Certificate certifies that [ ], or regist |
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| June 18, 2021 |
Consent of Director Nominee - Seraina Macia.* Exhibit 99.5 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the ?Company?) with effect from the date and time specified in the Directors? resolutions of the Company approvi |
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| June 18, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into |
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| June 18, 2021 |
Consent of Director Nominee - Steven Jay Freiberg.* Exhibit 99.3 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the ?Company?) with effect from the date and time specified in the Directors? resolutions of the Company approvi |
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| June 18, 2021 |
Form of Administrative Services and Reimbursement Agreement between the Registrant and the Sponsor.* Exhibit 10.5 ADMINISTRATIVE SERVICES AND REIMBURSEMENT AGREEMENT This Administrative Services and Reimbursement Agreement (this ?Agreement?), dated as of [ ], 2021 (the ?Effective Date?), by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and PFTA I LP, an Ontario limited partnership (the ?Sponsor?). WHEREAS, the Company?s Registration Statem |
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| June 18, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 17, 2021. As filed with the U.S. Securities and Exchange Commission on June 17, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054925 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Portage Fintech Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592069 (State or other jurisdiction of incor |
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| June 18, 2021 |
Consent of Director Nominee - Jason Michael Pate.* Exhibit 99.4 June 17, 2021 The Board of Directors Portage Fintech Acquisition Corporation 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands Dear Sirs CONSENT TO ACT AS DIRECTOR I hereby confirm my consent to act as a Director of Portage Fintech Acquisition Corporation (the “Company”) with effect from the date and time specified in the Directors’ resolutions of the Company approvi |
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| June 18, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED []) THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Portage Fintech Acquisition Corporation (ADOPTED BY SPECIAL RESOLUTION DATED []) 1. The name |
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| June 18, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 portagefintechex1-1.htm EXHIBIT 1.1 Exhibit 1.1 PORTAGE FINTECH ACQUISITION CORPORATION 20,000,000 Units Underwriting Agreement [DATE], 2021 Goldman Sachs & Co. LLC, 200 West Street New York, New York 10282-2198 BTIG, LLC 65 East 55th Street New York, New York 10022 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Por |
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| June 18, 2021 |
EX-10.6 16 portagefintechex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFAC |
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| June 17, 2021 |
Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 June 17, 2021 CORRESP 1 filename1.htm Portage Fintech Acquisition Corporation 280 Park Avenue, 3rd Floor New York, NY 10017 June 17, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Timothy Collins and Laura Nicholson Re: Portage Fintech Acquisition Corporation Draft Registration Statement on |
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| April 6, 2021 |
EX-10.6 8 filename8.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| April 6, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PORTAGE FINTECH ACQUISITION CORPORATION 190 Elgin Avenue, George Town Grand Cayman KYl-9001, Cayman Islands T +1 345 949 0100 F +1345 949 7886 www.walkersglobal.com REF: AB/KB/A6778-169365 Auth Code: D01687971053 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED B |
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| April 6, 2021 |
SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE EX-4.2 4 filename4.htm Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES PORTAGE FINTECH ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: [ ] This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF PORTAGE FINTECH AC |
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| April 6, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT EX-10.3 6 filename6.htm Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April , 2021, is entered into by and between Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PFTA I L |
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| April 6, 2021 |
Portage Fintech Acquisition Corporation 161 Bay Street, Suite 5000 Toronto, Ontario M5J 2S1, Canada EX-10.7 9 filename9.htm Exhibit 10.7 Portage Fintech Acquisition Corporation 161 Bay Street, Suite 5000 Toronto, Ontario M5J 2S1, Canada March 22, 2021 Portage Fintech Acquisition Corporation 161 Bay Street, Suite 5000 Toronto, Ontario M5J 2S1, Canada RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on March 22, 2021 by and between PFTA I LP, an On |
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| April 6, 2021 |
As confidentially submitted to the U.S. Securities and Exchange Commission on April 6, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054925 FORM S-1 REGISTRA |
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| April 6, 2021 |
EX-4.1 3 filename3.htm Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Portage Fintech Acquisition Corporation. DEFINITIONS CUSIP: [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par |
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| April 6, 2021 |
EX-10.5 7 filename7.htm Exhibit 10.5 PORTAGE FINTECH ACQUISITION CORPORATION 280 Park Avenue, 3F West New York, New York 10017 April , 2021 PFTA I LP 280 Park Avenue, 3F West New York, New York 10017 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial |
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| April 6, 2021 |
EX-4.3 5 filename5.htm Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Portage Fintech Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP: [ ] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the r |
