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^*

Bhagat Rohit

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

3. Issuer Name and Ticker or Trading Symbol
FinTech Evolution Acquisition Group [ FTEV.U ]

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

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

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 Ordinary Shares	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	6,900,000	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333- 252969) under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis (unless otherwise provided in our initial business combination agreement), subject to adjustment for share subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. These shares represent 5,750,000 Class B ordinary shares held by Fintech Evolution Sponsor LLC (the "Sponsor") acquired pursuant to a certain securities subscription agreement dated as of December 30, 2020 by and between the Sponsor and the registrant (the "Subscription Agreement"), which were subject to share dividends. On March 1, 2021, the Company effected a share dividend of 0.2 shares for each Class B Ordinary Share in issue, resulting in our Sponsor holding an aggregate of 6,900,000 Class B ordinary shares.

3. Mr. Bhagat is one of the two managing members of the Sponsor and shares voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 900,000 shares that are subject to forfeiture to the extent that the underwriters' do not exercise their overallotment option in connection with the with the registrant's initial public offering in full. Mr. Bhagat disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Rohit Bhagat	03/01/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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