Perception Capital Corp. III SC 13G PORTAGE FINTECH ACQUISITION / PFTA I ownership change

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 Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons PFTA I LP
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Ontario, Canada
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 12,911,029⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 12,911,029⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,911,029⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 33.26%⁽²⁾
12.	Type of Reporting Person (See Instructions) PN

(1)

Represents 12,911,029 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), acquirable in respect of (i) 6,322,845 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”) and (ii) 6,588,184 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.

(2)

Calculated based on (i) 25,911,379 Class A ordinary shares outstanding as of November 18, 2021 as reported on the Issuer’s Form 10-Q, filed on November 19, 2021, and (ii) 12,911,029 Class A ordinary shares issuable in connection with the exercise or conversion of the 6,322,845 Class B Shares and the 6,588,184 Private Placement Warrants.

1.	Names of Reporting Persons PFTA I GP, Inc.
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Ontario, Canada
Number of Shares Beneficially Owned By Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 12,911,029⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 12,911,029⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,911,029⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 33.26%⁽²⁾
12.	Type of Reporting Person (See Instructions) PN

(1)

Represents 12,911,029 Class A ordinary shares acquirable in respect of (i) 6,322,845 Class B Shares and (ii) 6,588,184 Private Placement Warrants.

(2)

Item 1(a).	Name of Issuer

	Portage Fintech Acquisition Corp. (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	280 Park Avenue, 3rd Floor New York, NY 10017

Item 2(a).	Names of Persons Filing

	This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

	(i)	PFTA I LP

	(ii)	PFTA I GP, Inc.

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	C/O Portage Fintech Acquisition Corp. 280 Park Avenue, 3rd Floor New York, NY 10017

Item 2(c).	Citizenship

	See responses to Item 4 on each cover page.

Item 2(d).	Title of Class of Securities

	Class A ordinary shares, $0.0001 par value

Item 2(e).	CUSIP Number

	G7185D106

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

	Not Applicable.

Item 4.	Ownership

	(a)	Amount beneficially owned:

		See responses to Item 9 on each cover page.

	(b)	Percent of Class:

		See responses to Item 11 on each cover page.


	(c)	Number of shares as to which the Reporting Person has:

		(i)	Sole power to vote or to direct the vote:
			See responses to Item 5 on each cover page.

		(ii)	Shared power to vote or to direct the vote:
			See responses to Item 6 on each cover page.

		(iii)	Sole power to dispose or to direct the disposition of:
			See responses to Item 7 on each cover page.

		(iv)	Shared power to dispose or to direct the disposition of:
			See responses to Item 8 on each cover page.

			The reported securities are directly held by PFTA I LP (the “Sponsor”). The Sponsor is controlled by its general partner, PFTA I GP, Inc. (“PFTA GP”). PFTA GP is managed by a board of directors, comprised of three members, Adam Felesky, Sacha Haque and Stephan Klee. Each director has one vote, and the approval of a majority is required to approve any action of PFTA GP, in its individual capacity or its capacity as the general partner of the Sponsor. As such, each director disclaims beneficial ownership of the reported securities and the filing of this Statement shall not be construed as an admission that the Reporting Persons or any of the directors is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2022

	PFTA I LP By: PFTA I GP, Inc., its General Partner

	By:	/s/ Sacha Haque
		Name: Sacha Haque
		Title: Director

	PFTA I GP, Inc.

	By:	/s/ Sacha Haque
		Name: Sacha Haque
		Title: Director

EXHIBIT LIST

Exhibit A

Joint Filing Agreement, dated as of February 8, 2022

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of Portage Fintech Acquisition Corporation (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 8, 2022

	PFTA I LP By: PFTA I GP, Inc., its General Partner

	By:	/s/ Sacha Haque
		Name: Sacha Haque
		Title: Director

	PFTA I GP, Inc.

	By:	/s/ Sacha Haque
		Name: Sacha Haque
		Title: Director

A-1

Perception Capital Corp. III (PFTA) SC 13GPORTAGE FINTECH ACQUISITION / PFTA I ownership change