Sec Form 3 Filing - Gaenzle Rick @ PORTAGE FINTECH ACQUISITION CORP. - 2023-07-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gaenzle Rick
2. Issuer Name and Ticker or Trading Symbol
PORTAGE FINTECH ACQUISITION CORP. [ PFTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
315 LAKE STREET EAST, SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2023
(Street)
WAYZATA, MN55391
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) ( 1 ) ( 4 ) Class A Ordinary Shares 4,215,230 D ( 2 )
Warrants $ 11.5 ( 3 ) ( 3 ) Class A Ordinary Shares 4,392,123 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gaenzle Rick
315 LAKE STREET EAST, SUITE 301
WAYZATA, MN55391
X X Chief Executive Officer
Tan Tao
315 LAKE STREET EAST, SUITE 301
WAYZATA, MN55391
X Co-President
Sheridan James J. III
315 LAKE STREET EAST, SUITE 301
WAYZATA, MN55391
X Co-President
Campbell Corey
315 LAKE STREET EAST, SUITE 301
WAYZATA, MN55391
X Chief Financial Officer
Honour Scott
315 LAKE STREET EAST, SUITE 301
WAYZATA, MN55391
X
Signatures
/s/ Rick Gaenzle 07/31/2023
Signature of Reporting Person Date
/s/ Tan Tao 07/31/2023
Signature of Reporting Person Date
/s/ Jim Sheridan 07/31/2023
Signature of Reporting Person Date
/s/ Corey Campbell 07/31/2023
Signature of Reporting Person Date
/s/ Scott Honour 07/31/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B ordinary shares will automatically convert into Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Issuer's initial public offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Issuer in connection with or in relation to the consummation of the initial business combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
( 2 )Perception Capital Partners IIIA LLC ("Perception IIIA") is the record holder of the securities reported herein. Perception IIIA. Macabel Holdings, Inc., is the managing member of Perception IIIA. Mr. Gaenzle is the President of Macabel Holdings, Inc. As such, each of Macabel Holdings, Inc., and Mr. Gaenzle may be deemed to beneficially own the securities held by Perception IIIA by virtue of their shared control over Perception IIIA. Messrs. Honour, Sheridan, Tan and Campbell are members of Perception IIIA and may be deemed to own. Each of Macabel Holdings, Inc. and Messrs. Gaenzle, Honour, Sheridan, Tan, and Campbell disclaim beneficial ownership of the securities included in this report, except to the extent of any pecuniary interest therein. The inclusion of securities in this report shall not be deemed an admission of any reporting person's beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 3 )Represents private placement warrants that will be exercisable for Class A ordinary shares 30 days after the Issuer completes an initial business combination and will expire five years from the consummation of the Issuer's initial business combination or earlier upon redemption or liquidation.
( 4 )The Class B ordinary shares have no expiration date.

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