SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

JOFF Fintech Holdings LP

(Last)

(First)

(Middle)

C/O ELLENOFF GROSSMAN & SCHOLE LLP

1345 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
JOFF Fintech Acquisition Corp. [ JOFFU ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,350,000⁽¹⁾⁽²⁾	⁽¹⁾	D⁽²⁾⁽³⁾

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252227) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", the Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.

2. The shares of Class B common stock held directly by JOFF Fintech Holdings LP (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The shares of Class B common stock owned by the Sponsor include up to 1,350,000 shares that are subject to forfeiture in the event the underwriter of the issuer's initial public offering does not exercise in full its over-allotment option, as described in the Registration Statement.

3. Joel Leonoff and Hillel Frankel are the managing members of Joeleo GP Services LLC (the "Sponsor GP"), which is the general partner of the Sponsor and has voting and investment discretion with respect to the shares of Class B common stock held by the Sponsor. As such, each of Sponsor GP, Messrs. Leonoff and Frankel may be deemed to have beneficial ownership of such shares of Class B common stock held directly by the Sponsor. Each such person or entity disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Joel Leonoff, as Managing Member of Joeleo GP Services LLC.	02/04/2021
	/s/ Hillel Frankel, as Managing Member of Joeleo GP Services LLC, the general partner of JOFF Fintech Holdings LP	02/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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