Exhibit 10.7


 


Portage Fintech
Acquisition Corporation


161 Bay Street,
Suite 5000

Toronto, Ontario M5J 2S1, Canada


 


March 22, 2021


 


Portage Fintech Acquisition Corporation


161 Bay Street, Suite 5000


Toronto, Ontario M5J 2S1, Canada


 


		RE:	Securities Subscription Agreement



 


Gentlemen:


 


This agreement (this “Agreement”)
is entered into on March 22, 2021 by and between PFTA I LP, an Ontario limited partnership (the “Subscriber” or “you”),
and Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms
hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value
per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial
public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment
option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are
as follows:


 


1.
Purchase of Securities.


 


1.1
Purchase of Shares.


 


For the sum of $25,000 (the “Purchase Price”), which has been paid by the Subscriber to Walkers on behalf
of the Company in settlement of a retainer invoice issued to the Company, the Company hereby issues the Shares to the Subscriber, and
the Subscriber hereby purchases the Shares from the Company, 937,500 of which are subject to forfeiture, on the terms and subject to
the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being forfeited shall take effect
as surrenders for no consideration of such shares as a matter of Cayman Islands law.


 


1.2
Surrender of Class B Ordinary Share. With effect immediately following the issue of the Shares to the Subscriber by the
Company, the Subscriber hereby irrevocably surrenders to the Company for cancellation and for nil consideration one Class B ordinary
share of US$0.0001 par value each standing in its name in the register of members of the Company.


 


2.
Representations, Warranties and Agreements.


 


2.1
Subscriber’s Representations, Warranties and Agreements.


 


To induce the Company to issue
the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1
No Government Recommendation or Approval.


 


The Subscriber understands that
no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.


 



     


     


    

 


2.1.2
No Conflicts.


 


The execution, delivery and performance
of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the limited partnership agreement of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber
is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree
to which the Subscriber is subject.


 


2.1.3
Registration and Authority.


 


The Subscriber is an Ontario limited
partnership, validly existing and possessing all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4
Experience, Financial Capability and Suitability.


 


Subscriber is: (i) sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic
risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities
Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such
registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an
effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale.
Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment
in the Shares.


 


2.1.5
Access to Information; Independent Investigation.


 


Prior to the execution of this
Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning
an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain
additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber
has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s
own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been
authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber
has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the
Company, its operations and/or its prospects.


 



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2.1.6
Regulation D Offering.


 


Subscriber represents that it
is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar
exemptions under federal and state law.


 


2.1.7
Investment Purposes.


 


The Subscriber is purchasing the
Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person,
and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as
a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.


 


2.1.8
Restrictions on Transfer; Shell Company.


 


Subscriber understands the Shares
are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the
Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands
that the certificates representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that
if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the
Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may
not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination
of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.1.9
No Governmental Consents.


 


No governmental, administrative
or other third party consents or approvals are required or necessary on the part of Subscriber in connection with the transactions contemplated
by this Agreement.


 


2.2
Company’s Representations, Warranties and Agreements.


 


To induce the Subscriber to
purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1
Incorporation and Corporate Power.


 


The Company is a Cayman Islands
exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by
the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).


 



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2.2.2
No Conflicts.


 


The execution, delivery and performance
of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture or instrument to which the
Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or
decree to which the Company is subject.


 


2.2.3
Title to Securities.


 


Upon issuance in accordance with,
and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in
the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims
and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject,
(b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of
the Subscriber.


 


2.2.4
No Adverse Actions.


 



There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i)
seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 


3.
Forfeiture of Shares.


 


3.1
Partial or No Exercise of the Over-allotment Option.


 


In the event the Over-allotment
Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges
and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based
upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all
other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon
exercise of any warrants or any ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20%
of the issued and outstanding ordinary shares of the Company immediately following the IPO.


 



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3.2
Termination of Rights as Shareholder.


 


If any of the Shares are forfeited
in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as
a holder of such Shares, and the Company shall take such action as is appropriate to cancel such Shares.


 


4.
Waiver of Liquidation Distributions; Redemption Rights.


 


In connection with the Shares purchased pursuant
to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by
the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which
substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation
of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases ordinary shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive
any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into
funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.
Restrictions on Transfer.


 


5.1
Securities Law Restrictions.


 


In addition to any restrictions
to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing
of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose
of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act
and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company
has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction
is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and
with all applicable state securities laws.


 


5.2
Restrictive Legends.


 


Any certificates representing
the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 



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5.3
Additional Shares or Substituted Securities.


 


In the event of the declaration
of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an
adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without
receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed
with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject
to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to
the number and/or class of Shares subject to this Section 5 and Section 3.


 


5.4
Registration Rights.


 


Subscriber acknowledges that
the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely
tradable only after certain conditions are met or they are registered pursuant to a Registration and Shareholder Rights Agreement to
be entered into with the Company prior to the closing of the IPO.


 


6.
Other Agreements.


 


6.1
Further Assurances.


 


Subscriber agrees to execute
such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2
Notices.


 


All notices, statements or other
documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class
registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have
been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing
if sent by mail.


 


6.3
Entire Agreement.


 


This Agreement, together with
that certain Insider Letter to be entered into between Subscriber and the Company, substantially in the form to be filed as an exhibit
to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between
the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth
in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 



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6.4
Modifications and Amendments.


 


The terms and provisions of
this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5
Waivers and Consents.


 


The terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled
to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective
only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6
Assignment.


 


The rights and obligations under
this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7
Benefit.


 


All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective
successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations
except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8
Governing Law.


 


This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts
wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9
Severability.


 


In the event that any court
of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable
or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10 
No Waiver of Rights, Powers and Remedies.


 


No failure or delay by a party
hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate
as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this
Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude
such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of
any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to
or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other
or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or
demand to any other or further action in any circumstances without such notice or demand.


 



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6.11 
Survival of Representations and Warranties.


 


All representations and warranties
made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby,
shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12 
No Broker or Finder.


 


Each of the parties hereto represents
and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement
or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify
and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant
or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending
against any such claim.


 


6.13 
Headings and Captions.


 


The headings and captions of
the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or
construction of any of the terms or provisions hereof.


 


6.14 
Counterparts.


 


This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


6.15 
Construction.


 


The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring
any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to
any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such
party hereto is in breach of the first representation, warranty, or covenant.


 



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6.16 
Mutual Drafting.


 


This Agreement is the joint
product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


7.
Voting and Tender of Shares.


 


Subscriber agrees to vote the Shares in favor of
an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not
seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender
offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.


 


[Signature Page Follows]


 




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If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	PORTAGE FINTECH
    ACQUISITION CORPORATION
	 	 
	 	By: 	/s/
    Sacha Haque
	 	 	Name: 	Sacha Haque
	 	 	Title:	Secretary


 


Accepted and agreed as of the date
first written above.


 


PFTA I LP


 


By: PFTA I GP INC., its general partner


 


	By: 	/s/
    Sacha Haque
	 	Name: 	Sacha Haque
	 	Title:	Director