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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 of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
315 Lake Street East, Suite 301 Wayzata, MN |
|
55391 |
(Address of principal executive offices) |
|
(Zip Coe) |
(952) 456-5300
Registrant’s telephone number, including area code
280
Park Avenue, 29F East New York, NY
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: |
|
Trading Symbol: |
|
Name of Each Exchange on Which Registered: |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
PFTAU |
|
The NASDAQ Stock Market LLC |
Class A ordinary shares included as part of the units |
|
PFTA |
|
The NASDAQ Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
PFTAW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On August 1, 2023, Portage Fintech Acquisition Corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and Perception Capital Partners IIIA, LLC (the “Sponsor” and, together with the Company and Investor, the “Parties”). Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the Parties agreed that:
|
● |
The Investor shall make a cash contribution to Sponsor in an aggregate amount of $1,300,000 (the “Investor Capital Contribution”) as follows: (i) an initial tranche of $650,000, to be paid within five business days of the date of the Subscription Agreement, (ii) a second tranche of up to $325,000, to be paid following the Company’s announcement of executing an agreement for the Company’s initial business combination, and (iii) a third tranche of up to $325,000, to be paid after the Company files an initial registration statement with the Securities and Exchange Commission in relation to the Company’s initial business combination. At the request of the Sponsor, the Investor may agree, in its sole discretion, to fund up to an additional $200,000 at any time. |
|
● |
The Investor Capital Contribution will in turn be loaned by the Sponsor to the Company to cover working capital expenses (the “SPAC Loan”). The SPAC Loan will not accrue interest and will be repaid by the Company upon the closing of the Company’s initial business combination (the “De-SPAC Closing”). The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five business days of the date of receipt. The Investor may elect at the De-SPAC Closing to receive such payments in cash or shares of Class A common stock of the Company (“Class A common stock”) at a rate of one share of Class A common stock for each $10 of the Capital Contribution. |
|
● |
In consideration of the Investor Capital Contribution, at the De-SPAC Closing the Company will issue to the Investor 0.9 shares of Class A Common Stock for each dollar of the Investor Capital Contribution funded by the Investor, which shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in connection with the De-SPAC Closing or, if no such registration statement is filed in connection with the De-SPAC Closing, pursuant to the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing. |
|
● |
If the Company liquidates without consummating a De-SPAC, any amounts remaining in the Sponsor or the Company’s cash accounts, not including the Company’s trust account, will be paid to the Investor within five days of the liquidation. |
|
● |
On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000. |
The foregoing description of the Subscription Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 with respect to the SPAC Loan is incorporated by reference in this item to the extent required.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 2023
|
PORTAGE FINTECH ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Rick Gaenzle |
|
Name: |
Rick Gaenzle |
|
Title: |
Chief Executive Officer |
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 company (“Sponsor”). Investor, SPAC and Sponsor are
referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
WHEREAS,
SPAC is a special purpose acquisition company that closed on its initial public offering on July 23, 2021, initially with 24 months
to complete an initial business combination (the “De-SPAC”);
WHEREAS,
on July 21, 2023 SPAC held an extraordinary general meeting during which SPAC’s shareholders approved a proposal to extend
the date by which the SPAC must consummate the De-SPAC from July 23, 2023 to July 23, 2024 (the “Extension”);
WHEREAS,
as of the date of this Agreement, SPAC has not completed the De-SPAC;
WHEREAS,
Sponsor is seeking to raise up to $1,500,000 from existing SPAC investors which will in turn be loaned by the Sponsor to the SPAC to
cover working capital expenses (“SPAC Loan”);
WHEREAS,
pursuant to the terms and conditions of this Agreement, Investor has agreed to fund up to $1,300,000 (the “Investor Capital
Contribution”) and may fund an additional amount of up to $200,000 in accordance with Section 1.2 below;
WHEREAS,
SPAC intends to pay all principal under the SPAC Loan to Sponsor at the closing of the De-SPAC transaction (the “De-SPAC Closing”),
in accordance with Section 1.4 below, and the Investor will be entitled to receive such proceeds received by the Sponsor; and
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and
the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties
agree as follows:
ARTICLE
I
SUBSCRIPTION AND SPAC LOAN
| 1.1 | Capital
Calls. From time to time, the SPAC will request funds from the Sponsor for working capital
purposes (each a “Drawdown Request”). On at least five (5) calendar days’
prior written notice (“Capital Notice”) the Sponsor may require a drawdown
from the Investor against the Investor Capital Contribution in order to meet the Sponsor’s
commitment to the SPAC under a Drawdown Request (each a “Capital Call”)
subject to the following conditions: |
| 1.1.1 | The
Capital Notice to the Investor shall include (i) the total amount requested by the SPAC under
the Drawdown Request and (ii) the amount being called from the Investor. |
| 1.1.2 | The
aggregate amount of the Capital Calls shall not exceed the Investor Capital Contribution. |
| 1.1.3 | An
initial Capital Call of up to $650,000 of the Investors Capital Contribution may be called
by the Sponsor within five (5) business days of the Parties entering into this Agreement. |
| 1.1.4 | a
Capital Call of up to $325,000 of the Investor Capital Contribution may be called after the
date the SPAC announces a business combination agreement; and |
| 1.1.5 | a
Capital Call of up to $325,000 of the Investor Capital Contribution may be called after the
date of a filing of a registration statement in relation to the business combination. |
For
greater certainty, no Capital Calls may be made after the termination or expiry of this Agreement.
| 1.2 | Additional
Capital. At the request of the Sponsor, the Investor may agree, in its sole discretion,
to increase the Investor Capital Contribution by an amount up to $200,000 (“Additional
Capital”). Once the Investor has agreed in writing to the funding of the Additional
Capital, the aggregate amount of the Investor Capital Contribution as defined under this
Agreement shall be increased to $1,500,000 and a Capital Call up to the amount of the Additional
Capital may be called by the Sponsor at any time after the Investor’s written agreement. |
| 1.3 | Subscription.
In consideration of the Capital Call(s) funded hereunder, SPAC will issue to the Investor
0.9 shares of the SPAC’s Class A Common Stock for each dollar the Investor funds pursuant
to the Capital Call(s) hereunder at the close of the business combination (“Subscription
Shares”). The Subscription Shares shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares
(i) to the extent feasible and in compliance with all applicable laws and regulations shall
be registered as part of any registration statement issuing shares before or in connection
with the De-SPAC Closing or (ii) if no such registration statement is filed in connection
with the De-SPAC Closing, shall promptly be registered pursuant to the first registration
statement filed by the SPAC or the surviving entity following the De-SPAC Closing, which
shall be filed no later than 30 days after the De-SPAC Closing and declared effective no
later than 90 days after the De-SPAC Closing. The Sponsor shall not sell, transfer, or otherwise
dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred
to the Investor and the registration statement has been made effective. |
| 1.4 | Return
of Capital. The SPAC Loan shall not accrue interest and, unless otherwise deferred with
the written consent of the Investor, shall be repaid by the SPAC to the Sponsor upon the
De-SPAC Closing. Notwithstanding any such deferral (if applicable), upon any receipt of proceeds
from the SPAC to the Sponsor, such proceeds will be paid to the Investor as a return of capital
within 5 business days of the date of such receipt. The Sponsor shall not sell, transfer,
or otherwise dispose of any securities owned by the Sponsor until the full amount of the
Investor Capital Contribution has been returned and paid to the Investor. The SPAC and Sponsor
shall be jointly and severally obligated for such repayment. The Investor may elect at the
time of such repayment to receive such payments in cash or shares of SPAC Class A Common
Stock at a rate of 1 SPAC Class A Common Stock share for each $10 of then outstanding, unpaid
Investor Capital Contribution previously funded by the Investor. If the SPAC liquidates without
consummating a De-SPAC, any amounts remaining in the Sponsor or SPAC’s cash accounts,
not including the SPAC’s trust account, will be paid to the Investor within five (5)
days of the liquidation. For the avoidance of doubt, under no event shall the officers, directors,
members or controlling persons of the Sponsor have any personal obligations or liability
hereunder. |
| 1.5 | Default.
In the event that Sponsor or SPAC defaults in its obligations under Section 1.3
or 1.4 of this Agreement and in the event that such default continues for a period of five
(5) business days following written notice to the Sponsor and SPAC (the “Default
Date”), Sponsor shall immediately transfer to Investor 0.1 shares of SPAC Class
A Common Stock or Class B Common Stock owned by the Sponsor as determined by the Sponsor
(the “Sponsor Shares”) for each $1.00 of Investor Capital Contribution
the Investor has funded on the Default Date and shall transfer to the Investor an additional
0.1 Sponsor Shares for each $1.00 of Investor Capital Contribution the Investor has funded
each month thereafter, until the default is cured; provided however, that in no event will
Sponsor transfer any Sponsor Shares to Investor that would result in Investor (together with
any other persons whose beneficial ownership of SPAC’s Common Stock would be aggregated
with Investor’s for purposes of Section 13(d) or Section 16 of the Exchange
Act and the applicable regulations of the Securities and Exchange Commission, including any
“group” of which Investor is a member) beneficially owning more than 19.9% of
the outstanding shares of SPAC Common Stock (“Transfer Limit”); provided
further than any Sponsor Shares that were not transferred to Investor because the transfer
of such shares would have exceeded the Transfer Limit shall be promptly transferred to Investor
upon written request from Investor to extent that, at the time of such request, such transfer
would no longer exceed the Transfer Limit. Notwithstanding the foregoing, in no event shall
the maximum aggregate amount of Sponsor Shares transferred by Sponsor to Investor exceed
1,350,000 Sponsor Shares. Any such Sponsor Shares received pursuant to this Section 1.4
shall be added to the registration statement required by Section 1.2 of this Agreement
if not then effective and if such registration statement has been declared effective, such
Sponsor Shares shall be promptly registered, and in any event will be registered within 90
days. In the event that Investor notifies Sponsor and SPAC of any default pursuant to this
Section 1.4, Sponsor shall not sell, transfer, or otherwise dispose of any securities
owned by the Sponsor, other than in accordance with this Section 1.4, until such default
is cured. |
| 1.6 | Wiring
Instructions. Within five (5) calendar days of receiving a Capital Notice, Investor shall
advance the Capital Call amount specified in the Capital Notice to Sponsor by wire transfer
of immediately available funds pursuant to the wiring instructions separately provided. For
clarity, the aggregate amount of the Capital Calls funded under this Agreement will not exceed
the Investor Capital Contribution. |
| 1.7 | Reimbursement.
On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable
attorney fees incurred by the Investor in connection with this agreement not to exceed $5,000. |
ARTICLE
II
REPRESENTATIONS AND WARRANTIES
Each
Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:
| 2.1 | Authority.
Such Party has the power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance by the Party of this
Agreement and the consummation of the transfer have been duly authorized by all necessary
action on the part of the relevant Party, and no further approval or authorization is required
on the part of such Party. This Agreement will be valid and binding on each Party and enforceable
against such Party in accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or
similar laws affecting the enforcement of creditors rights generally and general equitable
principles, regardless of whether such enforceability is considered in a proceeding at law
or in equity. |
| 2.2 | Acknowledgement.
Each Party acknowledges and agrees that the Subscription Shares and Sponsor Shares (as
defined herein) have not been registered under the Securities Act or under any state securities
laws and the Investor represents that, as applicable, it (a) is acquiring the Subscription
Shares and Sponsor Shares pursuant to an exemption from registration under the Securities
Act with no present intention to distribute them to any person in violation of the Securities
Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose
of any of the Subscription Shares and Sponsor Shares, except in compliance with the registration
requirements or exemption provisions of the Securities Act and any applicable U.S. state
securities laws, (c) has such knowledge and experience in financial and business matters
and in investments of this type that it is capable of evaluating the merits and risks of
the Exchange and of making an informed investment decision, and has conducted a review of
the business and affairs of the SPAC that it considers sufficient and reasonable for purposes
of making the transfer, and (d) is an “accredited investor” (as that term
is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees
that this subscription will not be treated as indebtedness for U.S. tax purposes. |
| 2.3 | Trust
Waiver. Reference is made to the final prospectus of SPAC, dated as of July 20,
2021 and filed with the U.S. Securities and Exchange Commission (File No. 333-257185) on
July 22, 2021 (the “Prospectus”). The Investor hereby represents
and warrants that it has read the Prospectus and understands that SPAC has established a
trust account in connection with its initial public offering (the “Trust Account”)
containing the proceeds of the initial public offering and the overallotment securities acquired
by its underwriters and from certain private placements occurring simultaneously with the
initial public offering (including without limitation interest accrued from time to time
thereon) for the benefit of the SPAC’s public shareholders (including without limitation
overallotment shares acquired by the SPAC’s underwriters, the “Public Shareholders”),
and that, except as otherwise described in the Prospectus, the SPAC may disburse monies from
the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem
their SPAC shares in connection with the consummation of a De-SPAC Closing or in connection
with an extension of its deadline to consummate a De-SPAC Closing, (b) to the Public Shareholders
if the SPAC fails to consummate a De-SPAC Closing within 36 months after the closing of the
initial public offering, subject to extension by an amendment to the SPAC’s organizational
documents, (c) with respect to any interest earned on the amounts held in the Trust Account,
amounts necessary to pay for any franchise or income taxes or (d) to the SPAC after or concurrently
with the consummation of a De-SPAC Closing. For and in consideration of the SPAC and the
Sponsor entering into this Agreement and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Investor hereby agrees on behalf of
itself and its affiliates that, notwithstanding anything to the contrary in this Agreement,
neither it nor any of its affiliates do now or shall at any time hereafter have any right,
title, interest or claim of any kind in or to any monies in the Trust Account or distributions
therefrom, or make any claim against the Trust Account (including without any limitation
any distributions therefrom), regardless of whether such claim arises as a result of, in
connection with or relating in any way to, this Agreement or any proposed or actual business
relationship between the SPAC or its representatives, on the one hand, and the Investor or
its representatives, on the other hand, or any other matter, and regardless of whether such
claim arises based on contract, tort, equity or any other theory of legal liability, except
as expressly provided in any future definitive transaction document between SPAC and the
Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released to
the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively,
the “Released Claims”). The Investor on behalf of itself and its affiliates
hereby irrevocably waives any Released Claims that it or any of its affiliates may have against
the Trust Account (including without limitation any distributions therefrom) now or in the
future as a result of, or arising out of, any negotiations, contracts or agreements with
the SPAC or its representatives and will not seek recourse against the Trust Account (including
without limitation any distributions therefrom) for any reason whatsoever (including without
limitation for an alleged breach of this Agreement or any other agreement with the SPAC or
its affiliates). The Investor agrees and acknowledges that such irrevocable waiver is material
to this Agreement and specifically relied upon by the SPAC, the Sponsor and their respective
affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor
further intends and understands such waiver to be valid, binding and enforceable against
the Investor and its affiliates under applicable law. To the extent the Investor and its
affiliates commences any action or proceeding based upon, in connection with, relating to
or arising out of any matter relating to any Released Claims, which proceeding seeks, in
whole or in part, monetary relief against the SPAC or its representatives, the Investor hereby
acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be
against funds held outside of the Trust Account and that such claim shall not permit the
Investor and its affiliates (or any person claiming on any of their behalf or in lieu of
any of them) to have any claim against the Trust Account (including without limitation any
distributions therefrom) or any amounts contained therein. In the event the Investor or any
of its affiliates commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole
or in part, relief against the Trust Account (including without limitation any distributions
therefrom) or the Public Shareholders, whether in the form of money damages or injunctive
relief, the Sponsor, the SPAC and their respective representatives, as applicable, shall
be entitled to recover from the Investor and its affiliates the associated legal fees and
costs in connection with any such action, in the event the Sponsor, the SPAC or their respective
representatives, as applicable, prevails in such action or proceeding. This provision shall
not be deemed to limit Investor’s right, title, interest or claim to the Trust Account
by virtue of the Investor’s record or beneficial ownership of securities of the SPAC
acquired by any means other than pursuant to this Agreement, including but not limited to
any redemption right with respect to any such securities of the SPAC. |
| 2.4 | Restricted
Securities. Investor hereby represents, acknowledges and warrants its representation
of, understanding of and confirmation of the following: |
| ● | Investor
realizes that, unless subject to an effective registration statement, the Subscription Shares
and Sponsor Shares cannot readily be sold as they will be restricted securities and therefore
the Sponsor Shares must not be accepted unless Investor has liquid assets sufficient to assure
that Investor can provide for current needs and possible personal contingencies; |
| ● | Investor
understands that, because SPAC is a former “shell company” as contemplated under
paragraph (i) of Rule 144, regardless of the amount of time that the Investor holds
the Subscription Shares and Sponsor Shares, sales of the Subscription Shares and Sponsor
Shares may only be made under Rule 144 upon the satisfaction of certain conditions,
including that SPAC is no longer a ‘shell company’ and that SPAC has not been
a ‘shell company’ for at least the last 12 months—i.e., that no sales of
Subscription Shares and Sponsor Shares can be made pursuant to Rule 144 until at least
12 months after the De-SPAC; and SPAC has filed with the United States Securities and Exchange
Commission (the “SEC”), during the 12 months preceding the sale, all quarterly
and annual reports required under the Securities Exchange Act of 1934, as amended; |
| ● | Investor
confirms and represents that it is able (i) to bear the economic risk of the Subscription
Shares and Sponsor Shares, (ii) to hold the Subscription Shares and Sponsor Shares for an
indefinite period of time, and (iii) to afford a complete loss of the Subscription Shares
and Sponsor Shares; and |
| ● | Investor
understands and agrees that a legend has been or will be placed on any certificate(s) or
other document(s) evidencing the Subscription Shares and Sponsor Shares in substantially
the following form: |
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”
The
SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Subscription Shares
and Sponsor Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription
Shares and Sponsor Shares or (b) any other applicable exception to the restrictions described in the legend occurs.
ARTICLE
III
MISCELLANEOUS
| 3.1 | Severability.
In case any one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such provision(s) had never been contained herein, provided that
such provision(s) shall be curtailed, limited or eliminated only to the extent necessary
to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions
have been held to be invalid, illegal, or unenforceable. |
| 3.2 | Titles
and Headings. The titles and section headings in this Agreement are included strictly
for convenience purposes. |
| 3.3 | No
Waiver. It is understood and agreed that no failure or delay in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any right,
power or privilege hereunder. |
| 3.4 | Term
of Obligations. The term of this Agreement shall expire (6) months after the De-SPAC
Closing. However, the obligations set forth herein that are intended to survive the expiration
or termination of this Agreement shall survive the expiration or termination of this Agreement,
including for the avoidance of doubt, the registration obligations set forth in Section 1.3,
the default provision set forth in Section 1.5 and the indemnity obligations set forth
in Section 3.13. |
| 3.5 | Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Delaware, without regard to its conflicts of
laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware (or, to the extent such court does not have subject
matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire
jurisdiction, the United States District Court for the District of Delaware (collectively,
the “Courts”), for purposes of any action, suit or other proceeding arising
out of this Agreement; and (b) agrees not to raise any objection at any time to the laying
or maintaining of the venue of any such action, suit or proceeding in any of the Courts,
irrevocably waives any claim that such action, suit or other proceeding has been brought
in an inconvenient forum and further irrevocably waives the right to object, with respect
to such action, suit or other Proceeding, that such Court does not have any jurisdiction
over such Party. Any Party may serve any process required by such Courts by way of notice. |
| 3.6 | WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK
TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. |
| 3.7 | Entire
Agreement. This Agreement contains the entire agreement between the parties and supersedes
any previous understandings, commitments or agreements, oral or written, with respect to
the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions
hereof shall be binding upon either party, unless mutually approved in writing. |
| 3.8 | Counterparts.
This Agreement may be executed in counterparts (delivered by email or other means of
electronic transmission), each of which shall be deemed an original and which, when taken
together, shall constitute one and the same document. |
| 3.9 | Notices.
All notices, consents, waivers and other communications hereunder shall be in writing
and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic
means, with affirmative confirmation of receipt, (iii) one business day after being sent,
if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business
days after being mailed, if sent by registered or certified mail, pre-paid and return receipt
requested, in each case to the applicable Party at the following addresses (or at such other
address for a Party as shall be specified by like notice. |
|
If
to Investor:
POLAR MULTI-STRATEGY MASTER FUND
c/o Mourant Governance Services (Cayman) Limited 94
Solaris
Avenue Camana Bay
PO
Box 1348
Grand Cayman KY1-1108
Cayman Islands |
|
If
to SPAC or Sponsor:
PERCEPTION CAPITAL PARTNERS IIIA, LLC
PORTAGE FINTECH ACQUISITION CORPORATION
315
Lake St E. STE 301
Wayzata, MN 55391 |
|
|
|
|
|
With a mandatory copy to: Polar Asset Management Partners Inc. 16 York Street, Suite 2900 Toronto, ON M5J 0E6 Attention: Legal Department, Ravi Bhat / Jillian Bruce
E-mail: legal@polaramp.com / rbhat@polaramp.com / jbruce@polaramp.com |
|
With
a mandatory copy to
(which shall not constitute notice):
Faegre,
Drinker, Biddle & Reath LLP
Attention: Steven Kennedy
E-mail: steven.kennedy@faegredrinker.com |
| 3.10 | Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the Parties and their respective successors and permitted
assigns. This Agreement shall not be assigned by operation of Law or otherwise without the
prior written consent of the other Parties, and any assignment without such consent shall
be null and void; provided that no such assignment shall relieve the assigning Party of its
obligations hereunder. |
| 3.11 | Third
Parties. Nothing contained in this Agreement or in any instrument or document executed
by any party in connection with the transactions contemplated hereby shall create any rights
in or be deemed to have been executed for the benefit of, any person or entity that is not
a Party hereto or thereto or a successor or permitted assign of such a Party. |
| 3.12 | Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the
transactions contemplated hereby are unique, recognizes and affirms that in the event of
a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage may occur
in the event that any of the provisions of this Agreement were not performed by an applicable
Party in accordance with their specific terms or were otherwise breached. Accordingly, each
Party shall be entitled to seek an injunction or restraining order to prevent breaches of
this Agreement and to seek to enforce specifically the terms and provisions hereof, without
the requirement to post any bond or other security or to prove that money damages would be
inadequate, this being in addition to any other right or remedy to which such Party may be
entitled under this Agreement, at law or in equity. |
| 3.13 | Indemnification.
Subject to Section 3.4 of this Agreement, SPAC and Sponsor agrees to indemnify and hold
harmless Investor, its affiliates and its assignees and their respective directors, officers,
employees, agents and controlling persons (each such person being an “Indemnified
Party”) from and against any and all losses (but excluding financial losses to
an Indemnified Party relating to the economic terms of this Agreement), claims, damages and
liabilities (or actions in respect thereof), joint or several, incurred by or asserted against
such Indemnified Party arising out of, in connection with, or relating to, the execution
or delivery of this Agreement, the performance by the SPAC and Sponsor of their respective
obligations hereunder, the consummation of the transactions contemplated hereby or any pending
or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or
the Investor; provided that neither the SPAC nor Sponsor will be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability or expense
is found in a non appealable judgment by a court of competent jurisdiction to have resulted
from Investor’s material breach of this Agreement or from Investor’s willful
misconduct, or gross negligence. In addition (and in addition to any other reimbursement
of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally
will reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including
reasonable counsel fees and expenses) as they are incurred in connection with the investigation
of, preparation for or defense or settlement of any pending or threatened claim or any action,
suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto
and whether or not such claim, action, suit or proceeding is initiated or brought by or on
behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the termination
of this Agreement. For the avoidance of doubt, under no event shall the officers, directors,
members or controlling persons of the Sponsor have any personal obligations or liability
hereunder. |
[remainder
of page intentionally left blank; signature page follows]
The
Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
|
SPAC: |
|
PORTAGE FINTECH
ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Rick Gaenzle |
|
Name: |
Rick Gaenzle |
|
Title: |
Chief Executive Officer |
|
|
|
|
SPONSOR: |
|
PERCEPTION
CAPITAL PARTNERS IIIA, LLC |
|
|
|
By: |
/s/ Rick Gaenzle
|
|
Name: |
Rick Gaenzle |
|
Title: |
Managing Member |
|
|
|
|
INVESTOR: |
|
POLAR MULTI-STRATEGY MASTER
FUND |
|
By its investment advisor |
|
Polar Asset Management Partners
Inc. |
|
|
|
|
By: |
/s/ Kristie
Moore |
|
Name: |
Kristie Moore |
|
Title: |
Legal Counsel |
|
|
|
|
By: |
/s/ Andrew
Ma |
|
Name: |
Andrew Ma |
|
Title: |
Chief Compliance Officer |
v3.23.2
Cover
|
Aug. 01, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 01, 2023
|
Entity File Number |
001-40639
|
Entity Registrant Name |
PORTAGE FINTECH ACQUISITION CORPORATION
|
Entity Central Index Key |
0001853580
|
Entity Tax Identification Number |
98-1592069
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
315 Lake Street East
|
Entity Address, City or Town |
Suite 301 Wayzata
|
Entity Address, State or Province |
MN
|
Entity Address, Postal Zip Code |
55391
|
City Area Code |
(952)
|
Local Phone Number |
456-5300
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
|
Trading Symbol |
PFTAU
|
Security Exchange Name |
NASDAQ
|
Class A ordinary shares included as part of the units |
|
Title of 12(b) Security |
Class A ordinary shares included as part of the units
|
Trading Symbol |
PFTA
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
Title of 12(b) Security |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
Trading Symbol |
PFTAW
|
Security Exchange Name |
NASDAQ
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