EX-3.1 2 portagefintech_ex3-1.htm EXHIBIT 3.1

 

Exhibit 3.1

 

AMENDMENTS

TO

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

PORTAGE FINTECH ACQUISITION CORPORATION

(the “Company”)

 

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

 

FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(a)amending Article 163(a) by deleting the following introduction of such sub-section:

 

“In the event that either the Company does not consummate a Business Combination by twenty-four months after the closing of the IPO” and replacing it with the following:

 

“In the event that either the Company does not consummate a Business Combination by thirty-six months after the closing of the IPO or such earlier date as is determined by our Board to be in the best interests of the Company”; and

 

(b)amending article 163(b) by deleting the following introduction of such subsection:

 

“If any amendment is made to Article 163(a) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO or” and replacing it with the following:

 

“If any amendment is made to Article 163(a) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 36 months from the closing of the IPO or”; and

 

SECOND, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(a)amending Article 158 by deleting the words:

 

“provided that the Company shall not consummate a Business Combination unless the Company would have net tangible assets of at least US$5,000,001 upon consummation”.

 

(b)amending Article 159 by deleting the words:

 

“; provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001”.

 

 

 

 

(c)amending Article 162 by deleting the words:

 

“Notwithstanding the foregoing, the Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.”

 

(d)amending Article 163(b) by deleting the words:

 

“Notwithstanding the foregoing, the Company shall not redeem Public Shares in connection with such amendment that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.”