UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 11, 2023, each of Adam Felesky, Ajay Chowdhery, Paul Desmarais III, Steven Jay Freiberg, Stuart Charles Harvey, Jr., G. Thompson Hutton, Seraina Macia and Jason Michael Pate tendered their resignation as directors in connection with the entrance by PFTA I LP, an Ontario limited partnership (the “Sponsor”), into a Securities Purchase Agreement (the “Agreement”) with Perception Capital Partners III LLC, a Delaware limited liability company (“Perception”), pursuant to which Perception will acquire Class B ordinary shares and private placement warrants of Portage Fintech Acquisition Corporation (the “Company”) from the Sponsor. Such resignations are conditioned on the closing of the transactions contemplated by the Agreement (the “Closing”) and will be effective as of the closing date (the “Closing Date”), which is expected to be no later than July 21, 2023. Prior to or at the Closing, each of Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis will fill the vacancies left by the departing directors set forth above.
Also on July 11, 2023, each of Adam Felesky and Ajay Chowdhery tendered their resignation as Chief Executive Officer and Chief Financial Officer and Chief Operating Officer, respectively, with such resignation conditioned on the Closing and to be effective as of the Closing Date. On the Closing Date, Rick Gaenzle will replace Adam Felesky as Chief Executive Officer, Corey Campbell will replace Ajay Chowdhery as Chief Financial Officer, and Tao Tan and Jim Sheridan will join the Company as Co-Presidents.
| Item 7.01. | Regulation FD Disclosure. |
Consummation of the transactions contemplated by the Agreement would involve the election or designation of directors constituting a majority of the directors of the Company otherwise than at a meeting of shareholders of the Company. Therefore, pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder, the Company will be required to file with the Securities and Exchange Commission (the “SEC”) and transmit to its shareholders entitled to vote on the election of directors an information statement on Schedule 14f-1 in connection with such change in the majority of the directors of the Company (the “Schedule 14F”) not less than 10 days prior to the date on which such directors take office. The Company is filing the Schedule 14F with the SEC and transmitting to the shareholders entitled to vote on the election of directors substantially concurrently with the filing of this Current Report on Form 8-K.
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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: July 12, 2023 | PORTAGE FINTECH ACQUISITION CORPORATION | |
| By: | /s/ Ajay Chowdhery | |
| Name: | Ajay Chowdhery | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
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