Exhibit 4.1


 


SPECIMEN
UNIT CERTIFICATE


NUMBER
UNITS U-       


	SEE
    REVERSE FOR	 
	CERTAIN	Portage
    Fintech Acquisition Corporation.
	DEFINITIONS	 


CUSIP:
[       ]


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND

ONE-THIRD OF ONE REDEEMABLE


 


WARRANT
TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS
CERTIFIES THAT                 is the owner of                
Units.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”),
of Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and one-third
(1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase
one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after
the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses (each, a “Business Combination”) , and will expire unless
exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary
Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to                ,
2021, unless Goldman Sachs & Co. LLC and BTIG, LLC elect to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate
trading will begin. No fractional warrants will be issued upon separation of the Units and only warrant are exerciseable. The
terms of the Warrants are governed by a Warrant Agreement, dated as of                ,
2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York
10004, and are available to any Warrant holder on written request and without cost.


 


Upon
the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class
A Ordinary Shares and Warrants comprising such Units.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness
the facsimile signatures of its duly authorized officers.


 


	By	 	 	 
	 	Chief
    Executive  Officer	 	Chief
    Financial Officer








 






     


     


    

 


Portage
Fintech Acquisition Corporation


 


The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications,
limitations or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	TEN
    COM  —  as tenants in common	UNIF
                                         GIFT MIN ACT  —  Custodian

                                                                                                         

                                                     

        (Cust)                 (Minor)

	 	 
	TEN
    ENT  —  as tenants by the entireties	under
                                         Uniform Gifts to Minors Act

                                                                                          

                                      

         

        (State)

	 	 
	JT
    TEN  —  as joint tenants with right of survivorship and not as tenants in common	 


 


Additional
abbreviations may also be used though not in the above list.


  






    2


     


    

 


For
value received,                 hereby sells, assigns
and transfers unto                


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint                
Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.





  


	Dated


	 	

                                                                                 

                                                                                Notice: The signature on this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.



 


Signature(s)
Guaranteed:


 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR
RULES).


 


In
each case, as more fully described in the Company’s final prospectus dated                ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the
Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the
same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would
modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their
shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if
the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to
any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for
cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event
the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial
business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.


 






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