As filed with the Securities and Exchange Commission on March 26, 2021

Registration No. 333-253142

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

NEW STARSHIP PARENT INC.
(Exact Name of Registrant as Specified in Its Charter)

____________________________________

Delaware		6770		86-1778671
(State of Incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

2929 Arch Street, Suite 1703
Philadelphia, PA 19104
(215) 701-9555
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

____________________________________

Ryan M. Gilbert
c/o FTAC Olympus Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Telephone: (215) 701-9555
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

____________________________________

With a copy to:

Howard A. Kenny

Jeffrey A. Letalien

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Tel: (212) 309-6000

Byron B. Rooney

Lee Hochbaum

Evan Rosen

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Tel: (212) 450-4000

Michael G. Levine

Payoneer Inc.

150 W 30th St

New York, New York 10001

Tel: (212) 600-9280

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. £

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	S	Smaller reporting company	£
		Emerging growth company	S

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(3)
Common Stock (4)	276,823,091	$	13.03	$	3,607,004,875.73	$	393,524.23
Common Stock (3)(4)	95,114,361	$	13.03	$	1,239,340,123.83	$	235,598.56
Common Stock (5)	25,158,125	$	11.50	$	289,318,437.50	$	31,564.64
Warrants(6)	25,158,125
Total				$	5,135,663,437.06	$	560,300.88

____________

(1) All shares of common stock being registered will be issued by New Starship Parent Inc., a Delaware corporation (“New Payoneer”), in connection with the proposed reorganization by and among FTAC Olympus Acquisition Corp. (“FTOC”), a publicly-traded Cayman Island exempted company, New Payoneer, Starship Merger Sub I Inc., Starship Merger Sub II Inc., and Payoneer Inc., a Delaware corporation (“Payoneer”), as described in the proxy statement/prospectus forming a part of this registration statement. As a result of the transactions described in the proxy statement/prospectus forming a part of this registration statement, New Payoneer will become a publicly-traded company and FTOC and Payoneer will become wholly owned subsidiaries of New Payoneer.

(2) Estimated solely for purposes of calculating the registration fee, based on the average of the high and low prices of FTOC’s ordinary shares on the Capital Market of the Nasdaq Stock Market LLC on February 11, 2021. This calculation is in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended.

(3) Previously Paid.

(4) Represents New Payoneer common stock to be issued to stockholders of Payoneer upon consummation of the reorganization and if certain earnout conditions are met, as described in the proxy statement/prospectus forming a part of this registration statement. Although the number of shares issuable to stockholders of Payoneer is subject to adjustment depending upon the number of shares held by public stockholders of FTOC that are redeemed, the number of shares issuable to stockholders of Payoneer set forth in the table above assumes the maximum number of shares subject to such redemption rights are redeemed, resulting in a mix of share and cash consideration to the stockholders of Payoneer most heavily weighted towards share consideration.

(5) Represents New Payoneer common stock to be issued to holders of ordinary shares of FTOC upon consummation of the reorganization. Includes common stock issuable in exchange for ordinary shares contained in outstanding units of FTOC, each such unit consisting of one ordinary share and one-third of one redeemable FTOC public warrant. Although the number of shares issuable to holders of ordinary shares of FTOC is subject to reduction by the number of shares held by public stockholders of FTOC that are redeemed, the number of shares issuable to holders of ordinary shares of FTOC set forth in the table above assumes no such redemptions.

(6) Represents New Payoneer common stock issuable upon exercise of outstanding public FTOC warrants, each such warrant entitling the holder to purchase one ordinary share of FTOC at a price of $11.50 per share commencing after FTOC’s successful completion of the reorganization. Pursuant to the terms of the FTOC public warrants, each such warrant will automatically entitle the holder thereof to purchase one ordinary share of New Payoneer in lieu of one ordinary share of FTOC upon consummation of the reorganization.

(7) Represents warrants of New Payoneer to be issued in exchange for outstanding FTOC public warrants upon consummation of the reorganization. Pursuant to Rule 457(g), no separate fee is required.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [•], 2021

PRELIMINARY PROSPECTUS

New Starship Parent Inc.

PROXY STATEMENT OF
FTAC OLYMPUS ACQUISITION CORP.

PROSPECTUS FOR
371,937,452 SHARES OF COMMON STOCK, 25,158,125 WARRANTS, AND 25,158,125 SHARES OF
COMMON STOCK UNDERLYING THE WARRANTS OF NEW STARSHIP PARENT INC.

The board of directors of FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“FTOC,” “we,” “us” or “our”), has unanimously approved the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021 (as it may be further amended or modified, the “Reorganization Agreement”), by and among FTOC, New Starship Parent, Inc., a Delaware corporation (“New Payoneer”), Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer (“Second Merger Sub”), and Payoneer Inc., a Delaware corporation (“Payoneer”), the parties intend to effect the Mergers (as defined below) whereby (i) First Merger Sub shall be merged with and into FTOC (the “FTOC Merger”), with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately after the FTOC Merger, Second Merger Sub shall be merged with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”), with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer. Upon consummation of the transactions contemplated by the Reorganization Agreement (the “Reorganization”), New Payoneer will be renamed “Payoneer Global Inc.”

As described in this proxy statement/prospectus, FTOC’s shareholders are being asked to consider and vote upon the Reorganization and the other proposals set forth herein.

This proxy statement/prospectus covers the following securities of New Payoneer to be issued in the Reorganization: (i) 95,114,361 shares of New Payoneer common stock issuable to the holders of FTOC Class A ordinary shares and FTOC Class B ordinary shares that automatically convert into FTOC Class A ordinary shares upon the occurrence of a “business combination” in accordance with the memorandum and articles of association of FTOC (“Memorandum and Articles of Association”) as consideration in the Reorganization and 276,823,091 shares of New Payoneer common stock issuable to the stockholders of Payoneer as consideration in the Reorganization, (ii) 25,158,125 warrants to purchase shares of New Payoneer common stock issuable upon conversion of warrants to purchase FTOC Class A ordinary shares in connection with the Reorganization (“New Payoneer Public Warrants”), and (iii) 25,158,125 shares of New Payoneer common stock underlying the 25,158,125 New Payoneer Public Warrants issuable upon conversion of warrants to purchase FTOC Class A ordinary shares in connection with the Reorganization.

FTOC’s units, comprised of Class A ordinary shares and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “FTOCU,” “FTOC” and “FTOCW,” respectively. FTOC intends to apply to continue the listing of the shares of New Payoneer common stock and public warrants effective upon the consummation of the Reorganization on Nasdaq under the proposed symbols “PYNR” and “PYNRW,” respectively.

This proxy statement/prospectus provides you with detailed information about the Reorganization and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Reorganization Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2021, and is first being mailed to FTOC shareholders on or about , 2021.

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FTAC OLYMPUS ACQUISITION CORP.

2929 Arch Street, Suite 1703
Philadelphia, PA 19104

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 2021

TO THE SHAREHOLDERS OF FTAC OLYMPUS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of the shareholders of FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“FTOC,” “we,” “us” or “our”), will be convened at 9:00 a.m., New York City time, on , 2021, in a virtual format. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a) Proposal No. 1 — The Reorganization Proposal — to consider and vote upon a proposal to approve the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021 (as it may be further amended or modified, the “Reorganization Agreement”), by and among FTOC, New Starship Parent Inc., a Delaware corporation (“New Payoneer”), Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer (“Second Merger Sub”) and Payoneer Inc., a Delaware corporation (“Payoneer”), the parties intend to effect the Mergers (as defined below) whereby (i) First Merger Sub shall be merged with and into FTOC (the “FTOC Merger”), with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately after the FTOC Merger, Second Merger Sub shall be merged with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”), with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer. Upon consummation of the transactions contemplated by the Reorganization (the “Reorganization”), New Payoneer will be renamed “Payoneer Global Inc.” (we refer to this proposal as the “Reorganization Proposal”).

(b) Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution FTOC being transferred by way of continuation to Delaware pursuant to Part XII of the Companies Law (as amended) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware (“DGCL”) and, immediately upon being de-registered in the Cayman Islands, FTOC being continued and domesticated as a corporation under the laws of the State of Delaware (the “Domestication” and FTOC post-domestication, “FTOC Delaware”) (we refer to this proposal as the “Domestication Proposal”).

(d) Proposal No. 3 — The Charter Proposal — to consider and vote upon the Charter Proposal to approve the following material differences between the amended and restated certificate of incorporation of New Payoneer to be in effect following the Reorganization and FTOC’s current amended and restated memorandum and articles of association: (1) the name of the new public entity will be “Payoneer Global Inc.” as opposed to “FTAC Olympus Acquisition Corp.”; (2) New Payoneer will have authorized shares of common stock, as opposed to FTOC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized; (3) New Payoneer’s corporate existence will be perpetual as opposed to FTOC’s corporate existence terminating if a business combination is not consummated by FTOC within a specified period of time; and (4) New Payoneer’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FTOC’s amended and restated memorandum and articles of association contains (we refer to this proposal as the “Charter Proposal”).

(e) Proposal No. 4 — The Incentive Plan Proposal — to consider the 2021 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan incorporates corporate governance best practices to align our equity compensation program with the interests of our shareholders (we refer to this proposal as the “Incentive Plan Proposal”).

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(f) Proposal No. 5 — The ESPP Proposal — to consider the New Starship 2021 Employee Stock Purchase Plan (the “ESPP”). In designing the ESPP, the anticipated future equity needs were considered, and a total of 7,586,640 shares of common stock will be reserved for issuance under the ESPP. Our board of directors has approved the ESPP, subject to receiving shareholder approval (we refer to this proposal as the “ESP Proposal”).

(g) Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Reorganization Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

The Special Meeting will be convened on , 2021 at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FTOC shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (COVID-19), the Special Meeting will be held in a virtual format only. You will not be able to attend the Special Meeting physically.

The board of directors of FTOC (the “FTOC Board”) has established , 2021 as the record date for the Special Meeting. Only holders of record of shares of FTOC’s Class A ordinary shares and Class B ordinary shares (collectively, “FTOC Shares”) at the close of business on , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the FTOC Board of directors has determined that each of the Reorganization Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of FTOC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of FTOC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of FTOC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Reorganization Proposal — Interests of FTOC’s Directors and Officers in the Reorganization” in the proxy statement/prospectus for a further discussion.

The Reorganization is conditioned on the approval of the Reorganization Proposal and the Domestication Proposal. In addition (i) each of the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the ESPP Proposal is conditioned on the approval of the Reorganization Proposal and (ii) the Charter Proposal is conditioned on the Domestication Proposal. If our shareholders do not approve the Reorganization Proposal or the Domestication Proposal, or if any other proposal is not approved by our shareholders and we and Payoneer do not waive the applicable closing condition under the Reorganization Agreement, then the Reorganization may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal.

In connection with our initial public offering, our initial shareholders (consisting of FTAC Olympus Sponsor, LLC and FTAC Olympus Advisors, LLC (collectively, our “Sponsors”)) and our directors at the time of our initial public offering entered into a letter agreement to vote their FTOC Class B ordinary shares purchased prior to our initial public offering, as well as any FTOC Class A ordinary shares sold as part of the units by us in our initial public offering (the “public shares”) purchased by them during or after our initial public offering, in favor of the Reorganization Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting.

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Concurrently with the execution of the Reorganization Agreement, FTOC has entered into a Support Agreement with the Sponsors and Payoneer, pursuant to, and on the terms and subject to the conditions of which, our Sponsors have unconditionally and irrevocably agreed among other things to vote its shares of FTOC, and take certain other actions, in support of the Transactions. As of the date hereof, our Sponsors own approximately 22.2% of our total outstanding ordinary shares.

Pursuant to FTOC’s Memorandum and Articles of Association, a holder of public shares (a “public shareholder”) may request that FTOC redeem all or a portion of its public shares (which would become shares of New Payoneer common stock in the Reorganization) for cash if the Reorganization is consummated. As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 12:00 p.m., New York City time, on , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, FTOC’s transfer agent (the “transfer agent”), that FTOC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Reorganization Proposal. If the Reorganization is not consummated, the public shares will not be redeemed for cash. If the Reorganization is consummated and a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Reorganization, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.30 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FTOC instruct its transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

All FTOC shareholders are cordially invited to attend the Special Meeting which will be held in a virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding FTOC Shares, you may also cast your vote at the Special Meeting electronically by

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visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on certain proposals because such action would not count as a vote cast at the Special Meeting

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your FTOC Shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FTOC.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Reorganization will be available at https://www.cstproxy.com/ftacolympusacquisition/sm2021/smproxy.

Thank you for your participation. We look forward to your continued support.

, 2021	By	Order of the Board of Directors,

		Betsy Z. Cohen
		Chairman of the Board

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD FTOC CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING FTOC CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR FTOC CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE REORGANIZATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

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TABLE OF CONTENTS

		Page
ADDITIONAL INFORMATION		1
TRADEMARKS		1
SELECTED DEFINITIONS		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		5
QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION AND THE SPECIAL MEETING		6
SUMMARY TERM SHEET		18
SUMMARY		24
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FTOC		36
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF PAYONEER		37
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		39
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION		43
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION		44
RISK FACTORS		45
SUMMARY RISK FACTORS		45
INFORMATION ABOUT THE PARTIES TO THE REORGANIZATION		82
THE SPECIAL MEETING		83
THE REORGANIZATION PROPOSAL		90
THE REORGANIZATION AGREEMENT		104
ANCILLARY AGREEMENTS RELATED TO THE REORGANIZATION		116
THE DOMESTICATION PROPOSAL		118
THE INCENTIVE PLAN PROPOSAL		121
THE ESPP PROPOSAL		128
THE CHARTER PROPOSAL		133
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		135
THE ADJOURNMENT PROPOSAL		142
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		143
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		151
SELECTED HISTORICAL FINANCIAL INFORMATION OF FTOC		156
SELECTED HISTORICAL FINANCIAL DATA OF PAYONEER		157
OTHER INFORMATION RELATED TO FTOC		158
FTOC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		167
BUSINESS OF PAYONEER		171
PAYONEER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		185
DESCRIPTION OF NEW PAYONEER SECURITIES		205
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		219
BENEFICIAL OWNERSHIP		221
DIRECTORS AND EXECUTIVE OFFICERS OF NEW PAYONEER AFTER THE REORGANIZATION		224
PAYONEER’S EXECUTIVE AND DIRECTOR COMPENSATION		228
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		235
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		237
CAYMAN ISLAND APPRAISAL RIGHTS		250
STOCKHOLDER PROPOSALS AND NOMINATIONS		250
SHAREHOLDER COMMUNICATIONS		251
LEGAL MATTERS		251

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		Page
EXPERTS		251
HOUSEHOLDING; DELIVERY OF DOCUMENTS TO SHAREHOLDERS		251
ENFORCEABILITY OF CIVIL LIABILITY		252
WHERE YOU CAN FIND MORE INFORMATION		253
INDEX TO FINANCIAL STATEMENTS		F-1

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ADDITIONAL INFORMATION

If you have questions about the Reorganization or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact FTOC’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FTOC.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on , 2021, you must request the information no later than four business days prior to the date of the Special Meeting, by , 2021.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 253 of the enclosed proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

• “Board” or “FTOC Board” refers to FTOC’s board of directors.

• “Cashout Vested Company Options” refers to an amount of each Company Optionholder’s respective Vested Company Options, equal to the number of Vested Company Options held by such Company Optionholder multiplied by the quotient obtained by dividing (i) the Per Share Cash Consideration by (ii) the Per Share Merger Consideration Value, as set forth on a schedule to be delivered by the Company to FTOC prior to the Closing Date.

• “Closing” refers to the closing of the Reorganization.

• “Closing Date” refers to the date on which the Closing actually occurs.

• “Company Common Shares” refers to the shares of common stock, par value $0.01 per share, of the Company.

• “Company Option” refers to each outstanding and unexercised option to purchase Company Common Shares issued pursuant to the Company Stock Plan from the Company, whether or not then vested or fully exercisable (each such vested Company Option, a “Vested Company Option”, and each such unvested Company Option, an “Unvested Company Option”), granted prior to the Payoneer Merger Effective Time to any current or former employee, officer, director or other service provider of the Group Companies (each such individual or Person, a “Company Optionholder”).

• “Company Preferred Shares” refers to the shares of convertible preferred stock, par value $0.01 per share, of the Company.

• “Company RSU” refers to each outstanding restricted unit of Company Common Shares issued pursuant to the Company Stock Plan, whether or not then vested, granted prior to the Payoneer Merger Effective Time to any current or former employee, officer, director or other service provider of the Group Companies (each such individual or Person, a “Company RSU Holder”).

• “Company Shares” refers to Company Common Shares and Company Preferred Shares, taken together or individually, as indicated by the context in which such term is used.

• “Company Warrant” means each unexercised warrant to purchase Company Shares from the Company held by any Person, whether or not then vested or fully exercisable, granted prior to the Payoneer Merger Effective Time (each such Person, a “Company Warrantholder” and collectively, the “Company Warrantholders”).

• “condition precedent proposals” means (i) the Reorganization Proposal, which approval is a condition to each of the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the ESPP Proposal and (ii) the Domestication Proposal, which approval is a condition to the Charter Proposal.

• “Continental” refers to Continental Stock Transfer & Trust Company, the transfer agent, warrant agent and escrow agent of FTOC.

• “dollars” or “$” refers to U.S. dollars.

• “Equity Value” refers to an amount equal to (a) $3,118,072,424.66, plus (b) the aggregate per share exercise price with respect to all Company Options (whether or not vested or current exercisable), plus (c) the aggregate per share exercise price with respect to all Company Warrants.

• “First Merger Sub” refers to Starship Merger Sub I Inc., a Delaware corporation.

• “FTOC” refers to FTAC Olympus Acquisition Corp., a Cayman Island exempted company.

• “FTOC Class A ordinary shares” refers to the Class A ordinary shares, par value $0.0001 per share, of FTOC.

• “FTOC Class B ordinary shares” refers to the Class B ordinary shares, par value $0.0001 per share, of FTOC.

• “FTOC Liquidation Value” refers to the quotient obtained by dividing (I) the aggregate amount on deposit in FTOC’s trust account as of two business days prior to the Closing (including interest) not previously released to FTOC to fund FTOC’s working capital requirements (subject to an annual limit of $250,000) and/or to pay FTOC’s taxes, by (II) the total number of Class A ordinary shares of FTOC that were sold in FTOC’s initial public offering and outstanding as of two business days prior to the Closing.

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• “FTOC Shareholders” refers to, collectively, holders of shares of FTOC Class A ordinary shares and holders of shares of FTOC Class B ordinary shares.

• “FTOC Shares” refers to shares of FTOC Class A ordinary shares and shares of FTOC Class B ordinary shares.

• “founder shares” refers to shares of FTOC Class B ordinary shares initially purchased by the Sponsors in a private placement prior to our initial public offering and the shares of FTOC Class A ordinary shares that will be issued upon the automatic conversion of the shares of FTOC Class B ordinary shares in connection with the Closing.

• “Nasdaq” refers to The Nasdaq Global Market.

• “New Payoneer’s Board of Directors” refers to New Payoneer’s board of directors.

• “New Payoneer common stock” refers to the shares of common stock, par value $0.001 per share, of New Payoneer.

• “Outstanding Company Equity Securities” refers to (a) the Company Common Shares outstanding as of March 31, 2021 (assuming the conversion of the Company Preferred Shares into Company Common Shares as of March 31, 2021) and (b) the Company Common Shares that, as of March 31, 2021, are issuable upon (x) exercise in full of all Company Options (whether or not vested or currently exercisable), (y) exercise in full of all Company Warrants and (z) settlement in full of all Company RSUs (whether or not vested).

• “Minimum Cash Condition” means FTOC having at least $325,000,000 in Marketable securities held in Trust Account after giving effect to the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the trust account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to FTOC upon consummation of the PIPE Investment).

• “New Payoneer” means New Starship Parent Inc., a Delaware corporation, which shall be renamed Payoneer Global Inc. and be the parent company of the combined operating business following the consummation of the Reorganization.

• “our,” “we” or “us” refers to FTOC or to New Payoneer, as the context suggests.

• “Payoneer” or the “Company” refers to Payoneer Inc., a Delaware corporation.

• “Per Share Merger Consideration Value” refers to an amount equal to (a) the Equity Value divided by (b) the number of Outstanding Company Equity Securities; provided that, solely for purposes of calculating the Per Share Merger Consideration Value, the Exchange Ratio (defined below) and a Company Optionholder’s Cashout Vested Company Options, (x) subsections (b) and (c) of the definition of Equity Value and (y) the number of Outstanding Company Equity Securities shall, in each case, be determined as of March 31, 2021.

• “PIPE Investors” refers to certain institutional investors who are party to the Subscription Agreements, pursuant to which New Payoneer has agreed to issue an aggregate of 30,000,000 shares of New Payoneer common stock, at a purchase price of $10.00 per share of New Payoneer common stock immediately prior to the Closing.

• “Private Placement” refers to the issuance of an aggregate of 30,000,000 shares of New Payoneer common stock pursuant to the Subscription Agreements to the PIPE Investors immediately prior to the Closing, at a purchase price of $10.00 per share, including an aggregate of 700,000 shares of New Payoneer common stock subscribed for by an affiliate of the Sponsor, which may be increased by up to 1,300,000 shares of New Payoneer common stock.

• “private placement warrants” refers to the 723,333 private placement warrants initially issued to the Sponsors in a private placement simultaneously with the closing of FTOC’s initial public offering, each of which is exercisable for one FTOC Class A ordinary shares at an exercise price of $11.50 per share, in accordance with its terms.

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• “Pro Rata Share” refers to, with respect to each Payoneer stockholder (including, for purposes of this definition, Company Optionholders and Company Warrantholders and Company RSU Holders), as of immediately prior to the Payoneer Merger Effective Time, the proportion of Company Shares held by such Payoneer stockholder (including the Company Shares that, immediately prior to the Payoneer Merger Effective Time, are issuable upon exercise of Vested Company Options and Company Warrants and upon settlement of vested Company RSUs) relative to the aggregate of all Company Shares held by all Payoneer stockholders (including the Company Shares that, immediately prior to the Payoneer Merger Effective Time, are issuable upon exercise of Vested Company Options and Company Warrants and upon settlement of vested Company RSUs).

• “Proposed Bylaws” refers to New Payoneer’s Amended and Restated Bylaws attached hereto as Annex C

• “Proposed Charter” refers to New Payoneer’s Amended and Restated Certificate of Incorporation attached hereto as Annex B

• “public shareholders” refers to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares.

• “public shares” refers to FTOC Class A ordinary shares sold as part of the units in FTOC’s initial public offering (whether they were purchased in that offering or thereafter in the open market).

• “public warrants” refers to the warrants to purchase FTOC Class A ordinary shares sold as part of the units in FTOC’s initial public offering, each of which is exercisable for one FTOC Class A ordinary shares at an exercise price of $11.50 per share, in accordance with its terms (whether they were purchased in that offering or thereafter in the open market).

• “record date” refers to , 2021, the date for determining the FTOC Shareholders entitled to receive notice of and to vote at the Special Meeting.

• “Reorganization” refers to the transactions contemplated by the Reorganization Agreement.

• “Reorganization Agreement” refers to the Reorganization Agreement, dated as of February 3, 2021, as amended by the Reorganization Agreement Amendment (and as it may be further amended or modified) by and among FTOC, New Payoneer, First Merger Sub, Second Merger Sub and Payoneer.

• “Reorganization Agreement Amendment” refers to the amendment to the Reorganization Agreement, dated as of February 16, 2021, by and among FTOC, New Payoneer, First Merger Sub, Second Merger Sub and Payoneer.

• “SEC” refers to the U.S. Securities and Exchange Commission.

• “Second Merger Sub” refers to Starship Merger Sub II Inc., a Delaware corporation.

• “Series 1 Preferred Stock” refers to the shares of preferred stock, par value $0.01 per share, designated as “Series 1 Senior Preferred Stock” of the Company

• “Special Meeting” refers to the extraordinary general meeting of FTOC Shareholders to vote on matters relating to the Reorganization convened on , 2021 at 9:00 a.m., New York City time, in virtual format via https://www.cstproxy.com/ftacolympusacquisition/sm2021.

• “Subscription Agreements” refers to the subscription agreements, dated February 3, 2021, between FTOC, New Payoneer and the PIPE Investors, pursuant to which New Payoneer has agreed to issue an aggregate of 30,000,000 shares of New Payoneer common stock immediately prior to the Closing at a purchase price of $10.00 per share, which may be increased by up to 1,300,000 shares of New Payoneer common stock.

• “trust account” or “Trust Account” refers to the trust account established pursuant to a trust agreement with Continental, as trustee, in connection with FTOC’s initial public offering.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. New Payoneer’s forward-looking statements include, but are not limited to, statements regarding New Payoneer or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

• our ability to consummate the Reorganization;

• the expected benefits of the Reorganization;

• our financial performance following the Reorganization, including financial projections and business metrics and any underlying assumptions thereunder;

• the impact of the COVID-19 pandemic on our business and the actions we may take in response thereto; and

• the outcome of any known and unknown litigation and regulatory proceedings.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the Proposals set forth in this proxy statement/prospectus. the forward-looking statements contained in this proxy statement/prospectus are based primarily on current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors as described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus.

In addition, statements that “we believe” and similar statements reflect beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement/prospectus. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

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QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Special Meeting. FTOC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus?

A: FTOC is proposing to consummate the Reorganization with New Payoneer, First Merger Sub, Second Merger Sub and Payoneer, each of which has entered into the Reorganization Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Reorganization Agreement is attached hereto as Annex A and a copy of the Reorganization Agreement Amendment is attached hereto as Annex A-1. FTOC urges its shareholders to read each of the Reorganization Agreement and the Reorganization Agreement Amendment in its entirety. The Reorganization Agreement provides, among other things, for (i) the FTOC Merger, pursuant to which First Merger Sub shall be merged with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately after the FTOC Merger, the Payoneer merger, pursuant to which Second Merger Sub shall be merged with and into the Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

The Reorganization must be adopted by the FTOC Shareholders in accordance with Cayman Islands law (“Cayman Islands law”) and FTOC’s Memorandum and Articles of Association. FTOC is holding a Special Meeting to obtain that approval. FTOC Shareholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Reorganization Agreement and thereby approve the Reorganization.

THE VOTE OF FTOC SHAREHOLDERS IS IMPORTANT. FTOC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q: Why is FTOC proposing the Reorganization?

A: FTOC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Based on its due diligence investigations of Payoneer and the industries in which they operate, including the financial and other information provided by Payoneer in the course of FTOC’s due diligence investigations, the FTOC Board believes that the Reorganization with Payoneer is in the best interests of FTOC and its shareholders and presents an opportunity to increase shareholder value. However, there can be no assurances of this.

Although the FTOC Board believes that the Reorganization with Payoneer presents a unique business combination opportunity and is in the best interests of FTOC and its shareholders, the FTOC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Reorganization Proposal — FTOC’s Board of Directors’ Reasons for Approval of the Reorganization” for a discussion of the factors considered by the FTOC Board in making its decision.

Q: When and where will the Special Meeting take place?

A: The Special Meeting will be convened on , 2021 at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FTOC shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received.

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Q: What is the record date for the Special Meeting?

A: The record date for the Special Meeting is , 2021. Only holders of record of FTOC Shares at the close of business on , 2021 are entitled to notice of the Special Meeting and to vote at the convened Special Meeting and any further adjournments or postponements of the Special Meeting.

Q: What matters will be considered at the Special Meeting?

A: The FTOC Shareholders will be asked to consider and vote on the following proposals:

• a proposal to adopt the Reorganization Agreement and approve the Reorganization (the “Reorganization Proposal”);

• a proposal to approve the Domestication (the “Domestication Proposal”);

• a proposal to approve the Charter (the “Charter Proposal”);

• a proposal to approve the Incentive Plan (the “Incentive Plan Proposal”);

• a proposal to approve the ESPP (the “ESPP Proposal”); and

• to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Reorganization Agreement is not satisfied or waived (the “Adjournment Proposal”).

Q: Is my vote important?

A: Yes. The Reorganization cannot be completed unless the Reorganization Agreement is adopted by the FTOC Shareholders holding majority of the votes cast on such proposal. Only FTOC Shareholders as of the close of business on , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FTOC Board unanimously recommends that such FTOC Shareholders vote “FOR” the approval of the Reorganization Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

Q: Do any of FTOC’s directors of officers have interests in the Reorganization that may differ from or be in addition to the interests of FTOC Shareholders?

A: Yes. FTOC’s executive officers and certain non-employee directors may have interests in the Reorganization that may be different from, or in addition to, the interests of FTOC’s Shareholders generally. The FTOC Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Reorganization Agreement and in recommending that the Reorganization Agreement and the transactions contemplated thereby be approved by the shareholders of FTOC. See “The Reorganization Proposal — Interests of FTOC Directors and Officers in the Reorganization” beginning on page 101 of this proxy statement/prospectus.

Q: If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A: No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q: What FTOC Shareholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A: The Reorganization Proposal. Approval of the Reorganization Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of a simple majority of the shareholders who virtually attend and vote at the Special Meeting. The failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the proposal.

Our Sponsors have agreed to vote their shares in favor of the Reorganization and take certain other actions, in support of the Transactions. The Sponsors own approximately 22% of our outstanding shares prior to the Reorganization. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately an additional 37% of the remaining shares at the Special Meeting to approve the Reorganization.

The Domestication Proposal. Approval of the Domestication Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Charter Proposal. Approval of the Charter Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Incentive Plan Proposal. Approval of the Incentive Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the proposal.

The ESPP Proposal. Approval of the ESPP Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the proposal.

The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal.

Q: What will Payoneer’s equity holders receive in connection with the Reorganization?

A: The aggregate value of the consideration paid in respect of Payoneer is approximately $3.118 billion, which will be paid to (a) the Payoneer stockholders (other than holders of shares of Series 1 Preferred Stock) in the form of shares of New Payoneer common stock valued at $10.00 per share, and cash, as determined by Payoneer, subject to (i) Payoneer’s maintaining a minimum amount of cash immediately following the Closing (determined as set forth in the Reorganization Agreement) and (ii) the cash portion not exceeding 15% of the total Per Share Merger Consideration Value paid to such Payoneer stockholder and (b) (i) holders of vested Payoneer options exercisable for Payoneer equity in the form of cash and newly issued options of New Payoneer exercisable for New Payoneer common stock, (ii) holders of unvested options exercisable for Payoneer equity in the form of newly issued options of New Payoneer exercisable for New Payoneer common stock and (iii) holders of restricted stock units in the form of newly issued restricted stock units denominated in shares of New Payoneer common stock, and (c) holders of Payoneer warrants in the form of newly issued warrants to purchase shares of New Payoneer common stock issuable upon conversion of warrants to purchase Payoneer common stock (the “New Payoneer Private Warrants.”) In addition, subject to the conditions set forth in the Reorganization Agreement, Payoneer holders of Outstanding Company Equity Securities will be issued, based on each such holder’s Pro Rata Share, up to an additional 30,000,000 shares of New Payoneer common

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stock, (a) 50% of which will be issued if at any time during the first 30 months following the Closing Date, the closing trading price of the shares of New Payoneer common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the Closing Date, the closing trading price of the shares New Payoneer common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period. In addition, in connection with a commitment to participate in the PIPE Investment by certain Payoneer stockholders who are (or are affiliated with) a PIPE Investor and agree in writing acceptable to Payoneer to be treated as a “Rollover Holder” under the Reorganization Agreement (such Payoneer stockholders, “Rollover Holders”), the parties agreed to permit the Rollover Holders to receive 100% of the Per Share Merger Consideration Value in the form of newly issued shares of New Payoneer common stock.

Q: What equity stake will current FTOC Shareholders and the Payoneer equityholders hold in New Payoneer immediately after the consummation of the Reorganization?

A: It is anticipated that, upon completion of the Reorganization, assuming no redemptions: (1) FTOC’s public shareholders will own approximately 21.7% of New Payoneer outstanding common stock; (2) the PIPE Investors will own approximately 8.6% of New Payoneer outstanding common stock; (3) the Sponsors will own approximately 5.6% of New Payoneer outstanding common stock; and (4) the current stockholders of Payoneer will own approximately 64.1% of New Payoneer outstanding common stock.

Q: What is the PIPE Investment?

A: Concurrently with the execution and delivery of the Reorganization Agreement, certain institutional investors entered into subscription agreements, pursuant to which New Payoneer has agreed to issue an aggregate of 30,000,000 shares of New Payoneer common stock, at a purchase price of $10.00 per share of New Payoneer common stock immediately prior to the Closing, which may be increased by up to 1,300,000 shares of New Payoneer common stock.

Q: What happens to the funds deposited in the trust account after consummation of the Reorganization?

A: A total of $754,743,760, comprised of approximately $750,000,000 of the proceeds from our initial public offering, including approximately $4,743,760 of underwriters’ deferred discount, and $21,700,000 of the proceeds of the sale of the private placement warrants were placed in a trust account maintained by Continental, acting as trustee. As of December 31, 2020, there were investments and cash held in the trust account of approximately $754,000,000. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by August 28, 2022, although we may withdraw the interest earned on the funds held in the trust account to pay franchise and income taxes and for working capital purposes (subject to an annual limitation of $250,000).

Q: What happens if a substantial number of the public shareholders vote in favor of the Reorganization Proposal and exercise their redemption rights?

A: FTOC Shareholders who vote in favor of the Reorganization may also nevertheless exercise their redemption rights. Accordingly, the Reorganization may be consummated even though the funds available from the trust account and the number of public shareholders is reduced as a result of redemptions by public shareholders. However, the consummation of the Reorganization is conditioned upon, among other things, the Minimum Cash Condition further described below. In addition, with fewer public shares and public shareholders, the trading market for New Payoneer common stock may be less liquid than the market for FTOC’s Class A ordinary shares was prior to consummation of the Reorganization and New Payoneer may not be able to meet the listing standards of Nasdaq. In addition, with less funds available from the trust account, the working capital infusion from the trust account into New Payoneer’s business will be reduced. As a result, the proceeds will be greater in the event that no public shareholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account as opposed to the scenario in which FTOC’s public shareholders exercise the maximum allowed redemption rights.

Q: What material negative factors did the FTOC Board consider in connection with the Reorganization?

A: Although the FTOC Board believes that the reorganization with Payoneer will provide FTOC Shareholders with an opportunity to participate in a combined company with significant growth potential, market share and

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well-known brands, the FTOC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that FTOC Shareholders would not approve the Reorganization and the risk that significant numbers of FTOC Shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Reorganization Proposal — FTOC’s Board of Directors’ Reasons for Approval of the Reorganization.”

Q: Do I have redemption rights?

A: If you are a public shareholder, you have the right to request that FTOC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Reorganization Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our initial shareholders and our directors at the time of our initial public offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination.

The Closing is subject to certain conditions, including, among other things:

• approval of the FTOC Shareholder Approval Matters by FTOC Shareholders;

• FTOC having at least $5,000,001 of net tangible assets following the exercise by the holders of the FTOC’s Class A ordinary shares issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing;

• the receipt of approvals required under Money Transmitter Laws;

• the absence of any law or order enjoining or prohibiting the consummation of the transactions;

• the receipt of approval for the New Payoneer common stock to be listed on a public stock market or exchange in the United States, subject only to the requirement to have a sufficient number of round lot holders;

• the consummation of at least 85% of the PIPE Investment;

• FTOC having at least $325,000,000 in Marketable securities held in Trust Account after giving effect to the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the trust account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to FTOC upon consummation of the PIPE Investment);

• the effectiveness of the Form S-4 and the absence of any issued or pending stop order by the SEC; and

• FTOC changing its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware, as set forth in the Domestication Proposal.

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Q: How do I exercise my redemption rights?

A: If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:

(i) (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 12:00 p.m., New York City time, on , 2021, (a) submit a written request to Continental that FTOC redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Reorganization?” below.

Any public shareholder will be entitled to request that their public shares (which would become shares of New Payoneer common stock in the reincorporation) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Reorganization, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.30 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote for or against the Reorganization Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Reorganization Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Reorganization.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Reorganization?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is 12:00 p.m., New York City time, on , 2021, and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FTOC instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FTOC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by 12:00 p.m., New York City time, on , 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FTOC warrants that you may hold.

Q: If I am a holder of units, can I exercise redemption rights with respect to my units?

A: No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units

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into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, FTOC’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, FTOC’s transfer agent, by 12:00 p.m., New York City time, on , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. holder owns or is deemed to own (including through the ownership of New Payoneer Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q: How does the FTOC Board recommend that I vote?

A: The FTOC Board recommends that the FTOC Shareholders vote “FOR” the approval of the Reorganization Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of The Charter Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal. For more information regarding how the FTOC Board recommends that FTOC Shareholders vote, see the section entitled “The Reorganization Proposal — FTOC’s Board of Directors’ Reasons for Approval of the Reorganization” beginning on page 96.

Q: How do the Sponsors and the other initial shareholders intend to vote their shares?

A: In connection with our initial public offering, our initial shareholders (consisting of the Sponsors) and our directors at the time of our initial public offering entered into a letter agreement to vote their shares in favor of the Reorganization Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting.

Q: May the Sponsors and the other initial shareholders purchase public shares or warrants prior to the Special Meeting?

A: At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding FTOC or its securities, the initial shareholders, Payoneer and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Reorganization Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FTOC satisfies the Minimum Cash Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Reorganization. This may result in the completion of our Reorganization in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial shareholders for nominal value.

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Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Reorganization to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q: Who is entitled to vote at the Special Meeting?

A: The FTOC Board has established , 2021 as the record date for the Special Meeting. All holders of record of FTOC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Reorganization and the Special Meeting — How can I vote my shares without attending the Special Meeting?” beginning on page 14 for instructions on how to vote your FTOC Shares without attending the Special Meeting.

Q: How many votes do I have?

A: Each FTOC Shareholder of record is entitled to one vote for each FTOC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were outstanding FTOC Shares.

Q: What constitutes a quorum for the Special Meeting?

A: A quorum is the minimum number of shareholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of outstanding FTOC Shares representing a majority of the issued shares entitled to vote at the Special Meeting are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting.

Q: What will happen to FTOC as a result of the Reorganization?

A: FTOC will become a wholly owned subsidiary of New Payoneer.

Q: What is Payoneer?

A: Payoneer is an American financial services company that provides online cross-border money transfer, digital payment services and provides customers with working capital.

Q: What will happen to my FTOC Shares as a result of the Reorganization?

A: If the Reorganization is completed, each FTOC Share will be canceled and converted into the right to receive one share of New Payoneer common stock. See the section entitled “The Reorganization Proposal — Consideration” beginning on page 90.

Q: Where will the New Payoneer common stock that FTOC Shareholders receive in the Reorganization be publicly traded?

A: Assuming the Reorganization is completed, the shares of New Payoneer common stock issued in connection with the Reorganization will be listed and traded on Nasdaq under the ticker symbol “PYNR,”

Q: What happens if the Reorganization is not completed?

A: If the Reorganization Agreement is not adopted by FTOC Shareholders or if the Reorganization is not completed for any other reason by November 3, 2021, then we will seek to consummate an alternative initial business combination prior to August 28, 2022. If we do not consummate an initial business combination by

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August 28, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q: How can I vote my shares at the Special Meeting?

A: FTOC Shares held directly in your name as the shareholder of record of such FTOC Shares as of the close of business on , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit https://www.cstproxy.com/ftacolympusacquisition/sm2021, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. If you are a beneficial owner of FTOC Shares but not the shareholder of record of such FTOC Shares, you will also need to obtain a legal proxy for the meeting provided by your bank, broker, or nominee. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you will not be permitted to vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

Q: How can I vote my shares without attending the Special Meeting?

A: If you are a shareholder of record of FTOC Shares as of the close of business on , 2021, the record date, you can vote by proxy via the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q: What is a proxy?

A: A proxy is a legal designation of another person to vote the stock you own. If you are a shareholder of record of FTOC Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FTOC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution.

Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A: If your FTOC Shares are registered directly in your name with Continental you are considered the shareholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares.

Direct holders (shareholders of record). For FTOC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FTOC Shares are voted.

Shares in “street name.” For FTOC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q: If a FTOC Shareholder gives a proxy, how will the FTOC Shares covered by the proxy be voted?

A: If you provide a proxy, regardless of whether you provide that proxy by phone, via the Internet or by completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FTOC Shares in the way that you indicate when providing your proxy in respect of the

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FTOC Shares you hold. When completing the Internet or telephone processes or the proxy card, you may specify whether your FTOC Shares should be voted for or against, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q: How will my FTOC Shares be voted if I return a blank proxy?

A: If you sign, date and return your proxy and do not indicate how you want your FTOC Shares to be voted, then your FTOC Shares will be voted “FOR” the approval of the Reorganization Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of The Charter Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

Q: Can I change my vote after I have submitted my proxy?

A: Yes. If you are a shareholder of record of FTOC Shares as of the close of business on the record date, whether you vote by telephone, Internet or mail, you can change or revoke your proxy before on , 2021 in one of the following ways:

• submit a new proxy card bearing a later date;

• vote again by telephone or the Internet at a later time;

• give written notice of your revocation to FTOC’s Corporate Secretary, which notice must be received by FTOC’s Corporate Secretary prior to the vote at the Special Meeting; or

• vote electronically at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: Where can I find the voting results of the Special Meeting?

A: The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FTOC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q: Are FTOC Shareholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A: Yes. FTOC Shareholders are entitled to exercise dissenters’ rights or appraisal rights under Cayman Island law in connection with the Reorganization. Minority holders of FTOC Shares have appraisal rights in connection with the Reorganization or the reincorporation under Cayman Island law. Minority FTOC shareholders that dissent to the Reorganization are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.

FTOC Shareholders may vote against the Reorganization Proposal if they are not in favor of the adoption of the Reorganization Agreement.

Q: Are there any risks that I should consider as a FTOC Shareholder in deciding how to vote or whether to exercise my redemption rights?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 45. You also should read and carefully consider the risk factors of FTOC and Payoneer contained in the documents that are incorporated by reference herein.

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Q: What happens if I sell my FTOC Shares before the Special Meeting?

A: The record date for FTOC Shareholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FTOC Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your FTOC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

Q: What are the material U.S. federal income tax consequences of the Reorganization to me?

A: The U.S. federal income tax consequences of the Reorganization are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Reorganization’s foreign, state or local tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE REORGANIZATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE REORGANIZATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q: When is the Reorganization expected to be completed?

A: Subject to the satisfaction or waiver of the conditions described in the section entitled “The Reorganization Agreement — Conditions to Closing” beginning on page 112, including the adoption of the Reorganization Agreement by the FTOC Shareholders at the Special Meeting, the Reorganization is expected to close in the second quarter of 2021. However, it is possible that factors outside the control of both companies could result in the Reorganization being completed at a later time, or not being completed at all.

Q: Who will solicit and pay the cost of soliciting proxies?

A: FTOC has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. FTOC has agreed to pay Morrow a fee of $37,500, plus disbursements. FTOC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FTOC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares and in obtaining voting instructions from those owners. FTOC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What are the conditions to completion of the Reorganization?

A: The Closing is subject to certain conditions, including, among other things, approval by FTOC’s and the Company’s stockholders of the Reorganization Agreement Proposal and the Domestication Proposal. The Reorganization Agreement also contains other conditions, including, among others: (i) FTOC having at least $5,000,001 of net tangible assets following the exercise by the holders of the FTOC’s Class A ordinary shares issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing, (ii) the receipt of approvals required under Money Transmitter Laws, (iii) the absence of any law or order enjoining or prohibiting the consummation of the transactions, (iv) the receipt of approval for the New Payoneer common stock to be listed on public stock market or exchange in the United States, subject only to the requirement to have a sufficient number of round lot holders, (v) the consummation of at least 85% of the PIPE Investment, (vi) FTOC having at least $325,000,000 in Marketable securities held in the Trust Account after taking into account the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the Trust Account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to SPAC upon consummation of the PIPE Investment), (vii) the absence of any material adverse effect, (viii) New Payoneer having entered into a customary registration rights agreement and (ix) FTOC changing its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware.

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Q: What should I do now?

A: You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your FTOC Shares will be voted in accordance with your instructions.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FTOC Shares.

Q: Whom do I call if I have questions about the Special Meeting or the Reorganization?

A: If you have questions about the Special Meeting or the Reorganization, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FTOC.info@investor.morrowsodali.com

You also may obtain additional information about FTOC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, FTOC’s transfer agent, at the address below prior to 12:00 p.m., New York City time, on , 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Our Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of FTOC and Payoneer, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.

• FTAC Olympus Acquisition Corp., a Cayman Islands exempted company, is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

• On August 28, 2020, we completed our IPO of 75,000,000 units and on September 23, 2020 the underwriters exercised their overallotment option in part, resulting in an additional 474,376 units issued, both at a price of $10.00 per unit, generating proceeds to us of $754,743,760. Each unit consisted of one share of Class A ordinary shares and one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of the IPO, we closed the private sale of an aggregate of 2,170,000 units at $10.00 per unit generating gross proceeds, before expenses, of approximately $21,700,000. The private placement units are identical to the units sold in the initial public offering, except that, so long as they are held by their initial purchasers or their permitted transferees, the warrants contained therein (i) will not be redeemable by FTOC, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after FTOC completes its initial business combination and (iii) may be exercised by the holders on a cashless basis. For more information regarding the warrants, please see the section entitled “Description of New Payoneer Securities.”

• Payoneer is an American financial services company that provides online cross-border money transfer, digital payment services and provides customers with working capital. For more information about Payoneer, see “Information About Payoneer,” “Payoneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Reorganization.”

• Pursuant to the Reorganization Agreement, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) First Merger Sub will merge with and into FTOC (the “FTOC Merger”), with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”) with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer (“Starship Surviving Sub”).

• Unless waived by the parties to the Reorganization Agreement, consummation of the transactions contemplated by the Reorganization Agreement is subject to customary closing conditions, including approval by FTOC’s and the Company’s stockholders. The Reorganization Agreement also contains other conditions, including, among others: (i) FTOC having at least $5,000,001 of net tangible assets following the exercise by the holders of the FTOC’s Class A ordinary shares issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing, (ii) the receipt of approvals required under Money Transmitter Laws, (iii) the absence of any law or order enjoining or prohibiting the consummation of the transactions, (iv) the receipt of approval for the New Payoneer common stock to be listed on a public stock market or exchange in the United States, subject only to the requirement to have a sufficient number of round lot holders, (v) the consummation of at least 85% of the PIPE Investment, (vi) FTOC having at least $325,000,000 in Marketable securities held in Trust Account after taking into account the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the Trust Account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to SPAC upon consummation of the PIPE Investment), (vii) the absence of any material adverse effect, (viii) New Payoneer having entered into a customary registration rights agreement and (ix) FTOC changing its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware.

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• For more information about the closing conditions to the Reorganization, please see the section entitled “Proposal No. 1 — Approval of the Reorganization — The Reorganization Agreement — Conditions to Closing of the Reorganization.”

• The Reorganization Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required FTOC Shareholder vote has been obtained) by written consent of FTOC and Payoneer and in certain other circumstances, including, but not limited to if: (i) the Closing has not occurred by November 3, 2021, (ii) a governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable and (iii) the Reorganization Proposal and other related proposals are not approved by FTOC’s stockholders at the duly convened meeting of FTOC’s stockholders. For more information about the termination rights under the Reorganization Agreement, please see the section entitled “Proposal No. 1 — Approval of the Reorganization — The Reorganization Agreement — Termination.”.

• The aggregate value of the consideration paid in respect of Payoneer is approximately $3.118 billion, which will be paid to (a) the Payoneer stockholders (other than holders of shares of Series 1 Preferred Stock) in the form of shares of New Payoneer common stock valued at $10.00 per share and cash as determined by Payoneer, subject to (i) Payoneer’s maintaining a minimum amount of cash immediately following the Closing (determined as set forth in the Reorganization Agreement) and (ii) the cash portion not exceeding 15% of the total Per Share Merger Consideration Value paid to such Payoneer stockholder and (b) (i) holders of vested Payoneer options exercisable for Payoneer equity in the form of cash and newly issued options of New Payoneer exercisable for New Payoneer common stock, paid to such Payoneer stockholder and (ii) holders of unvested options exercisable for Payoneer equity in the form of newly issued options of New Payoneer exercisable for New Payoneer common stock and (iii) holders of restricted stock units in the form of newly issued restricted stock units denominated in shares of New Payoneer common stock, and (c) holders of Payoneer warrants in the form of newly issued New Payoneer Warrants exercisable for New Payoneer common stock. Each share of Series 1 Preferred Stock issued and outstanding shall remain as an issued and outstanding share of Series 1 Preferred Stock of Payoneer Surviving Sub, and shall be unaffected by the Mergers. In addition, subject to the conditions set forth in the Reorganization Agreement, holders of Outstanding Company Equity Securities will be issued up to an additional 30,000,000 shares of New Payoneer common stock (the “EarnOut Shares”), (a) 50% of which will be issued if at any time during the first 30 months following the Closing Date, the closing trading price of the shares of New Payoneer common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the Closing Date, the closing trading price of the shares New Payoneer common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period. In addition, in connection with a commitment by certain Payoneer stockholders who are (or are affiliated with) a PIPE Investor and agree in writing acceptable to Payoneer to be treated as a “Rollover Holder” under the Reorganization Agreement to participate in the PIPE Investment (defined below), the parties agreed to permit the Rollover Holders to receive 100% of the Per Share Merger Consideration Value in the form of newly issued shares of New Payoneer common stock.

• Concurrently with the execution and delivery of the Reorganization Agreement, the PIPE Investors have entered into Subscription Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”) to subscribe for and purchase for an aggregate purchase price of $300,000,000 shares of New Payoneer common stock (at $10.00 per share), which may be increased by up to $13,000,000. In this proxy statement/prospectus, we assume that approximately $300 million of the gross proceeds from the PIPE in addition to the Marketable securities held in trust account, will be used to fund the cash consideration of $396.4 million under the no redemption scenario and of $183.2 million under the maximum redemption scenario.

• Prior to the closing of the Reorganization, the Payoneer stockholders own all of the outstanding equity interests of Payoneer Inc.

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The following diagram illustrates the ownership of FTOC and Payoneer, as of the date of this proxy statement.

The following diagram illustrates the ownership of New Payoneer after the Closing of the Reorganization.

• In evaluating the Reorganization, our Board considered a number of factors, including Payoneer’s highly attractive business model, Payoneer’s deep relationships with a diverse customer and supplier base, Payoneer’s strong recurring revenue, Payoneer’s experienced and proven management team, Payoneer’s defensible business niche, other alternatives, terms of the Reorganization Agreement, and continued ownership by sellers. For more information about our decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “Proposal No. 1 — Approval of the Reorganization — FTOC’s Board of Directors’ Reasons for the Approval of the Reorganization.”

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• Pursuant to the FTOC’s Memorandum and Articles of Association, a public stockholder may request that we redeem all or a portion of such shareholder’s public shares for cash if the Reorganization is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Trust Company, N.A., our transfer agent, directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “FOR” the Reorganization Proposal or any other proposal. If the Reorganization is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Reorganization is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds, including by timely delivering its shares to our transfer agent, we will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Reorganization, including interest (net of taxes payable). For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.30 per outstanding public share. If a public shareholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-Reorganization company. Holders of our outstanding warrants do not have redemption rights in connection with the Reorganization. Please see the section entitled “Special Meeting of the FTOC Shareholders — Redemption Rights.”

• In addition to voting on the proposal to approve and adopt the Reorganization Agreement and approve the Reorganization (we refer to this proposal as the “Reorganization Proposal”), at the Special Meeting, our stockholders will be asked to vote upon:

• the Domestication Proposal;

• the Charter Proposal;

• the Incentive Plan Proposal;

• the ESPP Proposal; and

• a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.

See “Proposal No. 1 — Approval of the Reorganization,” “Proposal No. 2 — Approval of the Domestication Proposal,” “Proposal No. 3 — Approval of the Charter Proposal,” “Proposal No. 4 — Approval of the Incentive Plan Proposal,” “Proposal No. 5 — Approval of the ESPP Proposal” and “Proposal No. 6 — The Adjournment Proposal.” The Reorganization is conditioned on the approval of the Reorganization Proposal and the Domestication Proposal. In addition (i) each of the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the ESPP Proposal is conditioned on the approval of the Reorganization Proposal and (ii) the Charter Proposal is conditioned on the Domestication Proposal. If our shareholders do not approve the Reorganization Proposal or the Domestication Proposal, or if any other proposal is not approved by our shareholders and we and Payoneer do not waive the applicable closing condition under the Reorganization Agreement, then the Reorganization may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in this proxy statement, which each shareholder is encouraged to read carefully and in its entirety.

• The proposed Reorganization, including our business following the Reorganization, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

• When you consider the recommendation of our Board in favor of approval of the Reorganization Proposal and the other proposals included herein, you should keep in mind that the Sponsors and our directors have interests in such proposal that are different from, or in addition to, those of our shareholders and warrant holders generally. Our Board was aware of and considered these interests,

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among other matters, in evaluating and negotiating the Reorganization and transaction agreements and in recommending to our shareholders that they vote in favor of the proposals presented at the Special Meeting, including the Reorganization Proposal. FTOC shareholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Reorganization Proposal. These interests include, among other things:

• If we are unable to complete our initial business combination by August 28, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by August 28, 2022. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. In accordance with the terms of the Sponsor Share Surrender and Share Restriction Agreement, upon the Closing, such founder shares, together with the 2,170,000 shares contained in the placement units purchased by the Sponsors in a private placement simultaneously with the closing of our initial public offering, will be exchanged for an aggregate of 21,581,094 shares of New Payoneer common stock, 1,941,109 of which will be forfeited and 11,646,656 shares of New Payoneer common stock held by the Sponsors immediately following the Effective Times shall be subject to transfer restrictions. Such transfer restrictions will be lifted for 5,823,328 of the Sponsors shares when the closing share price of New Payoneer’s common stock exceeds $15.00 for 20 out of any 30 consecutive trading days. The remaining 5,823,328 shares will no longer be subject to transfer restrictions when the closing share price of New Payoneer’s common stock exceeds $17.00 for 20 out of any 30 consecutive trading days. Such securities, if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of $ per share of our Class A ordinary shares on The Nasdaq Capital Market on , 2021.

• Simultaneously with the closing of our initial public offering, we consummated the sale of 2,170,000 placement units at a price of $10.00 per unit to our Sponsor. The private placement warrants, which are included in the private placement units, are each exercisable commencing 30 days following the Closing for one share of FTOC Class A ordinary shares at $11.50 per share. If we do not consummate a business combination transaction by August 28, 2022, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of approximately $ million based upon the closing price of $ per warrant on The Nasdaq Capital Market on , 2021. However, pursuant to the terms of the Sponsor Share Surrender and Share Restriction Agreement, the Sponsors have agreed to forfeit such private placement warrants immediately prior to the Closing.

• The Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by August 28, 2022. Certain of them may continue to serve as officers and/or directors of New Payoneer after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Payoneer Board of Directors determines to pay to its directors and/or officers.

• Our initial shareholders and our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if FTOC fails to complete a business combination by August 28, 2022.

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who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

• Following the Closing, the Sponsors would be entitled to the repayment of any working capital loan and advances that have been made to FTOC and remain outstanding. As of the date of this proxy statement/prospectus, the Sponsors have not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay the working capital loans, but no proceeds held in the trust account would be used to repay the working capital loans.

• Following the consummation of the Reorganization, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, subject to the terms and conditions of the Reorganization Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FTOC from time to time, made by the Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which FTOC and Payoneer refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Reorganization (page 82)

FTAC Olympus Acquisition Corp.

2929 Arch Street, Suite 1703
Philadelphia, PA 19104

(215) 701-9555

FTAC Olympus Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Payoneer Inc.

150 W 30th St,
New York, NY 10001

(212) 600-9280

Payoneer is a global payment and commerce-enabling platform, powering growth for millions of digital businesses by providing global payments and other services via APIs as well as web, mobile applications and machine learning infrastructure. These global payment services enable Payoneer customers to connect once to Payoneer and pay or get paid globally with a broad set of localized and global payment methods.

New Starship Parent Inc.

2929 Arch Street, Suite 1703
Philadelphia, PA 19104

New Starship Parent Inc., a Delaware corporation, will be the parent company of Payoneer Inc. upon the Closing of the Reorganization.

Starship Merger Sub I Inc.

2929 Arch Street, Suite 1703
Philadelphia, PA 19104

Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, was formed in connection with the Reorganization to be merged with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer.

Starship Merger Sub II Inc.

2929 Arch Street, Suite 1703
Philadelphia, PA 19104

Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, was formed in connection with the Reorganization to be merged with and into the Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

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The Reorganization Agreement (page 90)

The terms and conditions of the Reorganization are contained in the Reorganization Agreement, which is attached to this proxy statement/prospectus as Annex A and the Reorganization Agreement Amendment, which is attached to this proxy statement/prospectus as Annex A-1 and are incorporated by reference herein in its entirety. FTOC encourages you to read the Reorganization Agreement carefully, as it is the legal document that governs the Reorganization. For more information on the Reorganization Agreement, see the section entitled “The Reorganization Agreement.”

Ancillary Agreements Related to the Reorganization (page 116)

In connection with the Reorganization Agreement the Parties and other certain investors have entered into or agreed to enter into a number of ancillary agreements, including a Voting Agreement, Sponsor Share Surrender and Share Restriction Agreement, Support Agreement, Lock-up Agreement and a Registration Rights Agreement. For more information on the ancillary agreements to the Reorganization Agreement, see the section entitled “Ancillary Agreements Related to the Reorganization .”

Structure of the Reorganization (page 90)

Pursuant to the Reorganization Agreement, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) First Merger Sub will merge with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

The following diagrams illustrate in simplified terms the current structure of FTOC and Payoneer and the expected structure of New Payoneer and its operating subsidiaries upon the Closing.

The following diagram illustrates the ownership of Payoneer, as of the date of this proxy statement/prospectus, and as of Closing, giving effect to the completion of the Reorganization.

The Private Placement (page 90)

FTOC and New Payoneer entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, New Payoneer agreed to issue and sell in private placements an aggregate of 30,000,000 shares of New Payoneer common stock to the PIPE Investors for $10.00 per share, which may be increased by up to 1,300,000 shares of New Payoneer common stock.

The Private Placement is expected to close immediately prior to the Closing. For more information regarding the Private Placement, see the section entitled “The Reorganization Proposal — The Private Placement.”

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Consideration (page 104)

Payoneer Stockholders

The aggregate value of the consideration paid in respect of Payoneer is approximately $3.118 billion, which will be paid to (a) the Payoneer stockholders (other than holders of shares of Series 1 Preferred Stock) in the form of shares of New Payoneer common stock valued at $10.00 per share, and cash, as determined by Payoneer, subject to (i) Payoneer’s maintaining a minimum amount of cash immediately following the Closing (determined as set forth in the Reorganization Agreement) and (ii) the cash portion not exceeding 15% of the total Per Share Merger Consideration Value paid to such Payoneer stockholder and (b) (i) holders of vested Payoneer options exercisable for Payoneer equity in the form of cash and newly issued options of New Payoneer exercisable for New Payoneer common stock, (ii) holders of unvested options exercisable for Payoneer equity in the form of newly issued options of New Payoneer exercisable for New Payoneer common stock and (iii) holders of restricted stock units in the form of newly issued restricted stock units denominated in shares of New Payoneer common stock, and (c) holders of Payoneer warrants in the form of newly issued New Payoneer Warrants exercisable for New Payoneer common stock. Each share of Series 1 Preferred Stock issued and outstanding shall remain as an issued and outstanding share of Series 1 Preferred Stock of Payoneer Surviving Sub, and shall be unaffected by the Mergers.

In addition, subject to the conditions set forth in the Reorganization Agreement, holders of Outstanding Company Equity Securities will be issued, based on such holder’s Pro Rata Share, up to an additional 30,000,000 Earn-Out Shares, (a) 50% of which will be issued if at any time during the first 30 months following the Closing Date, the Closing trading price of the shares of New Payoneer common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the Closing Date, the Closing trading price of the shares New Payoneer common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period.

In addition, in connection with a commitment by certain Payoneer stockholders who are (or are affiliated with) a PIPE Investor and agree in writing acceptable to Payoneer to be treated as a “Rollover Holder” under the Reorganization Agreement to participate in the PIPE Investment, the parties agreed to permit the Rollover Holders to receive 100% of the Per Share Merger Consideration Value in the form of newly issued shares of New Payoneer common stock.

FTOC Shareholders

At the FTOC Merger Effective Time, the FTOC Shares held by FTOC shareholders immediately prior to the FTOC Merger Effective Time will be exchanged, on a one-for-one basis, for shares of New Payoneer common stock.

At the FTOC Merger Effective Time, holders of FTOC Class A ordinary shares and public warrants will receive New Payoneer common stock and warrants of New Payoneer without needing to take any action and accordingly such holders should not submit the certificates relating to their FTOC Class A ordinary shares or warrants.

Special Meeting of FTOC Shareholders and the Proposals (page 83)

The Special Meeting will be convened on , 2021 at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FTOC shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Reorganization Proposal and the Adjournment Proposal.

Approval of the condition precedent proposals is a condition to the obligation of FTOC to complete the Reorganization.

Only holders of record of issued and outstanding FTOC Shares as of the close of business on , 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each FTOC ordinary share that you owned as of the close of business on that record date.

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A quorum of shareholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FTOC Shares as of the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Reorganization Proposal requires the affirmative vote of a majority of the votes cast by FTOC shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Domestication Proposal requires the affirmative vote of two-thirds majority cast by FTOC shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Charter Proposal requires the affirmative vote of two-thirds majority of the votes cast by FTOC shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FTOC shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by FTOC shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

Recommendation of FTOC’s Board of Directors (page 103)

The FTOC Board has unanimously determined that the Reorganization is in the best interests of, and advisable to, the FTOC Shareholders and recommends that the FTOC Shareholders adopt the Reorganization Agreement and thereby approve the Reorganization. The FTOC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The FTOC Board recommends that you vote “FOR” the approval of the Reorganization Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of The Charter Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

For more information about the FTOC Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and FTOC Board Recommendation” beginning on page 84 and “The Reorganization Proposal — FTOC’s Board of Directors’ Reasons for Approval of the Reorganization” beginning on page 96.

FTOC’s Board of Directors’ Reasons for Approval of the Reorganization (page 96)

In considering the Reorganization, the FTOC Board considered the following positive factors, although not weighted or in any order of significance:

• Recurring revenue. The company leverages its high-tech, high touch platform to provide to a single customer a broad range of financial services including global payments, multi-currency accounts, merchant services and working capital to name only a few of its solutions. Evidence of the company’s success can be measured by net retention of over 100% of customer volume in 2020.

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• Strong management team. Led by Chief Executive Officer Scott Galit, Payoneer’s management team has extensive experience in payments, technology, corporate management, operations, and acquisition execution. The FTOC Board believes that Payoneer has a strong management team, and expects that Messrs. Galit and Levine, each of whom has been with Payoneer close to a decade, as well as other key Payoneer executives, will continue with the merged company following the Transaction to pursue execution of Payoneer’s strategic and growth goals. For additional information regarding Payoneer’s executive officers, see “Information about Payoneer — Executive Officers.”

• Opportunities for add-on acquisitions. Payoneer’s management team has a proven track record of acquiring add-on and value-additive companies and assets and successfully executing such acquisitions. The FTOC Board believes that the Payoneer management team’s ability to source acquisition opportunities and execute transactions will further growth and create value for stockholders.

• Defensible business niche. Payoneer’s robust global platform and scalable compliance, risk and regulatory infrastructure that combines modern technology and global services, provides highly efficient customer acquisition and an opportunity to cross-sell new products that increases value per customer, creating a distinct competitive advantage.

• Diversified customer and supplier base. Although the FTOC Board determined that a diversified supplier base was not a relevant factor given the business to be acquired, Payoneer satisfied the criteria relating to a diversified customer base as its cross-border services span various industries across more than 190 countries and more than five million marketplaces, enterprises and small and medium businesses, with customers that vary from global digital payment providers, to local niche businesses to large banks.

Conditions to Closing (page 112)

The obligations of the parties to consummate the Transactions are subject to the satisfaction of the following mutual conditions (in each case, unless waived in writing by all parties):

• approval of the FTOC Shareholder Approval Matters by FTOC Shareholders;

• the receipt of approvals required under Money Transmitter Laws;

• the absence of any law or order enjoining or prohibiting the consummation of the transactions;

• the receipt of approval for the New Payoneer Common Stock to be listed a public stock market or exchange in the United States, subject only to the requirement to have a sufficient number of round lot holders;

• the consummation of at least 85% of the PIPE Investment;

• FTOC having at least $325,000,000 of cash contained in the Trust Account after giving effect to the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the Trust Account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to FTOC upon consummation of the PIPE Investment);

• the effectiveness of the Form S-4 and the absence of any issued or pending stop order by the SEC; and

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Unless waived by Payoneer in writing, the obligations of Payoneer to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of each the following conditions:

• the representations and warranties of FTOC, New Payoneer, First Merger Sub and Second Merger Sub pertaining to corporate organization, capitalization, due authorization, no conflicts governmental filings, business activities and brokers’ and similar fees being true and correct in all but de minimis respects (without giving effect to any materiality or similar limitation set forth therein) as of the date of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

• all other representations and warranties of FTOC, New Payoneer, First Merger Sub and Second Merger Sub being true and correct (without giving effect to any materiality or similar limitation set forth therein) as of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably like to have a material adverse effect;

• each of the covenants of FTOC, New Payoneer, First Merger Sub and Second Merger Sub to be performed or complied with as of or prior to the Closing having been performed or complied with in all material respects;

• that subsequent to the execution of the Reorganization Agreement and prior to the Closing, no material adverse effect will have occurred;

• delivery by FTOC to Payoneer of a certificate signed by an officer of FTOC, dated as of the Closing Date, certifying that certain conditions have been fulfilled;

• the amendment and restatement of the certificate of incorporation and bylaws of New Payoneer;

• making of appropriate arrangements by FTOC to have the Trust Account (less certain amounts paid and to be paid pursuant to the Reorganization Agreement) available to FTOC for payment of the Cash Consideration at the closing and other payments to be made by a FTOC Party under the Reorganization Agreement at Closing; and

• delivery by New Payoneer of the Registration Rights Agreement.

Unless waived by FTOC in writing, the obligations of the FTOC Parties to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of each the following conditions:

• the representations and warranties of Payoneer pertaining to corporate organization, due authorization, no conflicts with Payoneer’s governing documents and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

• certain representations and warranties of Payoneer pertaining to capitalization being true and correct (without giving effect to any materiality or similar limitation set forth therein), other than deviations that are properly reflected on the Closing Payments Schedule (as defined in the Reorganization Agreement) to be delivered prior to Closing, in all material respects or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

• all other representations and warranties of Payoneer being true and correct (without giving effect to any materiality or similar limitation set forth therein) as of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect;

• each of the covenants of Payoneer to be performed or complied with as of or prior to the Closing having been performed or complied with in all material respects; and

• that subsequent to the execution of the Reorganization Agreement and prior to the Closing, no material adverse effect will have occurred; and

• delivery by Payoneer to FTOC of a certificate signed by an officer of Payoneer, dated as of the Closing Date, certifying that certain conditions have been fulfilled.

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Termination and Termination Fee (page 113)

The Reorganization Agreement may be terminated at any time prior to the Closing:

• by mutual written consent of Payoneer and FTOC;

• by each of Payoneer or FTOC if:

• the Reorganization is not completed on or before November 3, 2021 (the “Outside Date,” which may be extended by the mutual written consent of Payoneer and FTOC); provided that this termination right will not be available to a party whose action or failure to act has been the primary cause of or resulted in the failure of the Reorganization to be consummated on or before the Outside Date;

• any governmental authority issues an order or injunction or takes any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Reorganization, and such order or other action becomes final and non-appealable; provided that this termination right is not available to any party if such party has not complied in all material respects with its regulatory efforts covenants; or

• the requisite approvals of FTOC’s shareholders are not obtained at the Special Meeting or any adjournment or postponement thereof.

• by Payoneer if:

• FTOC has breached or failed to perform any of their respective representations, warranties, covenants or agreements set forth in the Reorganization Agreement, which breach or failure to perform (i) would give rise to the failure of certain conditions to the Closing to be satisfied and (ii) is incapable of being cured or is not cured by such party by the earlier of (x) 30 days following receipt of written notice from Payoneer of such breach or failure to perform and (y) the Outside Date; or

• FTOC withdraws, or amends, qualifies or modifies in a manner adverse to Payoneer, its recommendation to FTOC’s shareholders to adopt and approve the Reorganization and the other proposals described in this proxy statement/prospectus, prior to the time requisite approvals of FTOC’s shareholders are obtained;

• by FTOC if Payoneer has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Reorganization Agreement, which breach or failure to perform (i) would give rise to the failure of certain conditions to the Closing to be satisfied and (ii) is incapable of being cured or is not cured by such party by the earlier of (x) 30 days following receipt of written notice from FTOC of such breach or failure to perform and (y) the Outside Date.

Redemption Rights (page 86)

Pursuant to FTOC’s Memorandum and Articles of Association, a public shareholder may request that FTOC redeem all or a portion of their public shares (which would become shares of New Payoneer common stock in the Reorganization) for cash if the Reorganization is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

• (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

• prior to 12:00 p.m., New York City time, on , 2021, (a) submit a written request to the transfer agent that FTOC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

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As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Reorganization Proposal. If the Reorganization is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental, FTOC’s transfer agent, FTOC will redeem such public shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Reorganization, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of our warrants will not have redemption rights with respect to the warrants.

Proxy Solicitation (page 88)

Proxies may be solicited by mail, telephone or in person. FTOC has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.”

Interests of FTOC’s Directors and Officers in the Reorganization (page 101)

When you consider the recommendation of FTOC’s board of directors in favor of approval of the Reorganization Proposal, you should keep in mind that FTOC’s initial shareholders, including its directors and officers, have interests in such proposal that are different from, or in addition to those of FTOC Shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

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Payoneer’s common stock exceeds $17.00 for 20 out of any 30 consecutive trading days. Such securities, if unrestricted and freely tradable would be valued at approximately $ , based on the closing price of $ per share of our Class A ordinary shares on The Nasdaq Capital Market on , 2021.

• Simultaneously with the closing of our initial public offering, we consummated the sale of 2,170,000 placement units at a price of $10.00 per unit to our Sponsor. The private placement warrants, which are included in the private placement units, are each exercisable commencing 30 days following the Closing for one share of FTOC Class A ordinary shares at $11.50 per share. In accordance with the terms of the Sponsor Share Surrender and Share Restriction Agreement, our initial shareholders will surrender all 723,333 private placement warrants at Closing. If we do not consummate a business combination transaction by August 28, 2022, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of approximately $ million based upon the closing price of $ per warrant on Nasdaq on , 2021. However, pursuant to the terms of the Sponsor Share Surrender and Share Restriction Agreement, the Sponsors have agreed to forfeit such private placement warrants upon the Closing.

• In order to protect the amounts held in the trust account, the Sponsors have agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

• Following the consummation of the Reorganization, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

• Upon the Closing, subject to the terms and conditions of the Reorganization Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FTOC from time to time, made by the Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

• Following the Closing and assuming no redemptions, we expect the Sponsor to hold approximately 5.6% of the outstanding shares of common stock of New Payoneer.

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of the Reorganization Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FTOC satisfies the Minimum Cash Condition. Any such purchases of public shares and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Reorganization. This may result in the completion of our Reorganization that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on FTOC Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Reorganization to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

The existence of financial and personal interests of the FTOC directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for FTOC and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Reorganization Proposal — Interests of FTOC’s Directors and Officers in the Reorganization” for a further discussion of this and other risks.

Stock Exchange Listing (page 218)

We expect the shares of New Payoneer common stock to trade on Nasdaq under the symbol “PYNR” and warrants to trade under the symbol “PYNRW” following the Closing.

Sources and Uses of Funds (page 33)

The following table summarizes the sources and uses for funding the transactions contemplated by the Reorganization Agreement. Where actual amounts are not known or knowable, the figures below represent FTOC’s good faith estimate of such amounts assuming a Closing as of December 31, 2020.

Sources
Existing Payoneer Shareholder Equity(1)	$	2,722
Marketable securities held in Trust Account		755
PIPE Investment		300
Total Sources	$	3,777

Uses
Stock Consideration to Seller(1)	$	2,722
Cash Consideration(2)		396
Debt Paydown		40
Estimated Transaction Expenses(3)		95
Cash on Balance Sheet		523
Total Uses	$	3,777

____________

(1) Total equity consideration to Payoneer includes any shares to be issued in respect of Payoneer warrants and options. Assumes Payoneer outstanding debt of $40mm at close will be paid down with existing cash on hand. Assumes Payoneer’s $38mm of outstanding mezzanine securities (Series 1 Senior Preferred Stock) will be assumed by the pro forma entity. Excludes Payoneer earnout shares.

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(2) Cash consideration to Payoneer equityholders of $396mm determined based on Payoneer’s capitalization table as of February 2, 2021 and vested date of January 31, 2021. Exercise of vested options or warrants will be added to cash on balance sheet. Cash consideration to Payoneer equityholders, as illustrated, does not include the payoff of the Series 1 Senior Preferred Stock, which will be assumed by the pro forma entity.

(3) Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time.

Material U.S. Tax Consequences of the Reorganization and Exercise of Redemption Rights (page 237)

For a discussion summarizing the U.S. federal income tax considerations of the reorganization and an exercise of redemption rights, please see “Material U.S. Federal Income Tax Considerations.” The tax consequences of the foregoing to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, please consult your tax advisor to determine the tax consequences to you of the reorganization or an exercise of redemption rights.

Accounting Treatment of the Reorganization (page 103)

The Reorganization will be accounted for as a reverse recapitalization for which Payoneer has been determined to be the accounting acquirer (the “Reverse Recapitalization”). As the Reorganization will be accounted for as a Reverse Recapitalization (both under the full redemption and the no redemption scenarios), no goodwill or other intangible assets will be recorded, in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, FTOC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization will be treated as the equivalent of Payoneer issuing stock for the net assets of FTOC, accompanied by a recapitalization. The net assets of FTOC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Payoneer.

Comparison of Shareholders’ Rights (page 138)

Following the consummation of the Reorganization, the rights of FTOC Shareholders who become New Payoneer stockholders in the Reorganization will no longer be governed by the Memorandum of Association and FTOC’s Articles of Association (the “Current Articles” and, together with the Memorandum and Articles of Association, the “Existing Organizational Documents”) and instead will be governed by the New Payoneer’s Amended and Restated Certificate of Incorporation (the “Proposed Charter”) and New Payoneer’s Amended and Restated Bylaws (“New Payoneer Bylaws”). See “Comparison of Shareholders’ Rights” beginning on page 138.

Summary of Risk Factors (page 45)

In evaluating the proposals to be presented at the Special Meeting, a FTOC Shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Emerging Growth Company (page 204)

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. We expect that New Payoneer will be an emerging growth company after the completion of the Reorganization and will continue not to opt out of the extended transition period.

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This may make comparison of the FTOC’s and New Payoneer’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of FTOC’s initial public offering, (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FTOC

FTOC is providing the following selected historical financial information to assist the analysis of the financial aspects of the reorganization agreement.

The selected historical statements of operations data of FTOC for the period from June 2, 2020 (inception) through December 31, 2020, and the historical balance sheet data as of December 31, 2020 are derived from FTOC’s audited financial statements included elsewhere in this proxy statement/prospectus.

The information below is only a summary and should be read in conjunction with the sections entitled “FTOC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FTOC.

Statement of Operations Data:

In thousands $, except from share data	period from June 2, 2020 (inception) through December 31, 2020
	(Audited)
Formation and Operating Costs		685
Loss from Operations		(685	)
Interest Earned on marketable securities held in Trust Account		25
Net Loss		(659	)
Weighted average shares outstanding of Class A redeemable ordinary shares		75,376,489
Basic and diluted net income per share, Class A redeemable ordinary shares	$	(0.00	)
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		20,766,410
Basic and diluted net loss per share, Class A Class B non-redeemable ordinary shares	$	(0.03	)

Balance Sheet Data:

In thousands, $		As of December 31, 2020
		(Audited)
Cash		5,102
Marketable securities held in Trust Account		754,769
Total Assets		760,257
Total Liabilities		30,405
Ordinary shares subject to possible redemption, 72,485,247 shares at $10.00 per share redemption value at December 31, 2020		724,852
Total Stockholders’ Equity		5,000

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF PAYONEER

The selected statement of operations data of Payoneer for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019 were derived from the audited historical consolidated financial statements of Payoneer included elsewhere in this proxy statement/prospectus. The balance sheet data as of December 31, 2018 was derived from the audited historical consolidated financial statements of Payoneer not included in this proxy statement/prospectus.

The information below is only a summary and should be read in conjunction with the sections entitled “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with Payoneer’s consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

Balance Sheet Data:

In thousands	Payoneer as of 31 December, 2020	Payoneer as of 31 December, 2019	Payoneer as of 31 December, 2018
Cash and Cash Equivalents	102,988	114,896	104,011
Customer Funds	3,346,722	1,686,778	1,394,079
Total assets	3,669,684	1,960,710	1,577,487
Outstanding operating balances	3,346,722	1,686,778	1,394,079
Current portion of long-term debt	13,500	—	—
Long-term debt	26,525	60,000	—
Total liabilities	3,479,850	1,811,273	1,439,151
Redeemable Convertible preferred stock, $0.01 par value, 111,452,020 shares authorized; 111,452,020 shares issued and outstanding; aggregate liquidation preference of $213,484, $201,368 and $189,971 at December 31, 2020, December 31, 2019 and December 31, 2018 respectively	154,800	154,800	154,800
Redeemable preferred stock, $10,000 par value, 3,500 shares authorized; 3,500 shares issued and outstanding; aggregate liquidation preference of $36,520 at December 31, 2020.	10,735	—	—

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Total shareholders’ equity (deficit)

24,299

(5,363

)

(16,464

)

Statement of Operations Data:

In thousands $, except from share data	Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Revenues	$	345,592		$	317,750		$	260,135
Transaction costs		97,040			94,665			81,368
Other operating expenses		81,976			82,295			68,883
Research and Development expenses		52,301			34,772			29,383
Sales and Marketing expenses		76,846			61,020			50,165
General and Administrative expenses		37,629			31,016			24,389
Depreciation and Amortization		17,095			10,341			7,874
Total Operating Expenses		362,887			314,109			262,062
Operating income (loss)		(17,295	)		3,641			(1,927	)
Financial income (loss), net		2,012			524			(2,173	)
Income (loss) before taxes on income		(15,283	)		4,165			(4,100	)
Income tax		8,320			4,709			3,089
Share in (profits) losses of associated company		143			81			—
Net Income (Loss)	$	(23,746	)	$	(625	)	$	(7,189	)
Per Share Data
Net loss per share attributable to common stockholders – basic and diluted	$	(1.50	)	$	(0.63	)	$	(1.05	)
Weighted average common shares outstanding – basic and diluted		25,004,093			19,210,017			17,046,120

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Payoneer, prior to and without giving pro forma effect to the impact of the Reorganization and, as a result, the results reflected in this section may not be indicative of the results of New Payoneer going forward. See the sections entitled “Summary — Information About the Parties to the Reorganization — Payoneer Inc.” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Key Performance Indicators

Payoneer reports the following financial and operational key performance indicators, which are used by management to assess its performance:

Adjusted EBITDA. Payoneer defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense, income tax expense and depreciation and amortization, as further adjusted for the following items: stock-based compensation, transaction-related costs, litigation, settlement and related costs and certain other non-recurring, non-cash and non-core items. See “Payoneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Information” for important information about the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with U.S. GAAP.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements present the combination of the financial information of FTAC Olympus Acquisition Corp. and Payoneer Inc., adjusted to give effect to the Reorganization. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

FTAC Olympus Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company on June 2, 2020. FTAC Olympus Acquisition Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. On December 31, 2020, there was approximately $754.8 million held in the Trust Account.

Payoneer Inc. (together with its subsidiaries, “Payoneer” or the “Company”), is a global payment services company, providing people and businesses with fast, reliable, and convenient ways to send money and make payments around the world. The Company offers a suite of services that includes cross-border payments, working capital, risk management and other payment and stored value account services. The Company is a registered Member Service Provider (“MSP”) with Mastercard, and markets, manages and services prepaid cards on behalf of issuing banks. The fully-hosted service includes various payment options with minimal integration required, full back-office functions and customer support offered.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 assumes that the Reorganization occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 present pro forma effect to the Reorganization as if it had been completed on January 1, 2020.

The unaudited pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Reorganization occurred on the dates indicated. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

This information should be read together with FTAC Olympus Acquisition Corp.’s and Payoneer’s audited financial statements and related notes, the sections titled “FTAC Olympus Acquisition Corp.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Payoneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Under both the no redemption and maximum redemption scenarios, the Reorganization will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

• Assuming that none of the warrant holders will exercise their rights prior to the cash distribution.

• Assuming that all options vested as of February 28, 2021 will participate in the cash distribution.

• Assuming No Redemptions: This presentation assumes that no FTAC Olympus Acquisition Corp. stockholders exercise redemption rights with respect to their public shares.

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the Reorganization Agreement are subject to having at least $325.0 million Minimum Cash Amount (as such term is defined in the Reorganization Agreement). Furthermore, FTAC Olympus Acquisition Corp. will only proceed with the Reorganization if it will have net tangible assets of at least $5.0 million either immediately prior to or upon consummation of the Reorganization.

Description of the Transactions

• Pursuant to the Reorganization Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) First Merger Sub will merge with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

Consideration

The following represents the aggregate merger consideration under the no redemption and maximum redemption scenarios, assuming no redemption and maximum redemption:

	Assuming no redemption			Assuming maximum redemption
	Purchase Price		Shares Issued	Purchase Price		Shares Issued
	(in thousands, except share amounts)
Share Consideration to FTAC Olympus Acquisition Corp(a)	$	776,444	83,467,704	$	325,000	38,720,706
PIPE(a)	$	300,000	30,000,000	$	300,000	30,000,000

____________

(a) The value of FTOC Class A ordinary shares and the common shares to be issued to the PIPE investors are assumed to be $10 per share.

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The following represents the aggregate value of the consideration paid in respect of Payoneer under the no redemption and maximum redemption scenarios:

	Assuming no redemption				Assuming maximum redemption
	Consideration			Shares Issued	Consideration			Shares Issued
	(in millions, except share amounts)
Common stock issued to Payoneer(a)	$	2,232		223,217,656	$	2,420		242,026,193
Warrants issued to Payoneer Warrants holder(b)	$	101		10,123,802	$	101		10,123,802
Options issued to Payoneer Option holders(c)	$	507		50,702,803	$	532		53,193,547
Total Equity consideration	$	2,840		284,044,261		3,053		305,343,542
Available Cash Consideration	$	391			$	183
Equity value from outstanding exercise price of Warrant and options(d)	$	(113	)		$	(118	)
Total Consideration paid in respect of Payoneer	$	3,118			$	3,118

____________

(a) The value of Common stock is reflected at $10 per share.

(b) Assuming all current outstanding warrants would not be exercised before the Reorganization, calculated as outstanding warrants multiplied by the Exchange Ratio.

(d) Per the Reorganization Agreement the Equity Value, which is used to calculate the Per Share Merger Consideration Value, includes the exercise price of warrants and options. In addition, the cash paid out to the holders of the Cashout Vested Company Options is the excess, if any, of (x) the Per Share Merger Consideration Value over (y) the applicable exercise price.

The following summarizes the unaudited pro forma Payoneer common stock outstanding under the no redemption and maximum redemption scenarios, assuming no Payoneer warrants have been exercised and that all options vested as of February 28, 2021 will participate in the cash distribution:

Ownership

	Assuming No Redemption			Assuming Maximum Redemption
	Shares	%		Shares	%
Total Payoneer
FTAC Olympus Acquisition Corp(a)	83,467,704	24.8	%	38,720,706	12.5	%
Existing Payoneer Shareholders(b)	223,217,656	66.3	%	242,026,193	77.9	%
PIPE Shares	30,000,000	8.9	%	30,000,000	9.6	%
Total Company Common Stock Outstanding at Closing (excluding unvested common stock and Earn-out shares)	336,685,360	100	%	310,746,899	100	%
Payoneer Earn-Out Shares(c)	30,000,000			30,000,000
Management Transaction Bonus Plan Pool(d)	1,000,000			1,000,000
Founder Shares(e)	11,646,656			8,152,659
Total Company Common Stock Outstanding at Closing (excluding unvested common stock)	379,332,016			349,899,558

(a) FTAC Olympus Acquisition Corp:

• Assuming no redemption: based on current outstanding shares of 77,644,376 FTOC Class A shares, as well as 5,823,328 FTOC Class B shares which are not subject to restrictions.

• Assuming maximum redemption: includes 34,644,376 FTOC Class A shares, based on current outstanding shares of 77,644,376 FTOC Class A shares, assuming maximum redemption of 43,000,000 shares; and 4,076,330 FTOC Class B shares which would be outstanding in the case of maximum redemption per the Sponsor Share Surrender and Share Restriction Agreement.

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(b) Existing Payoneer Shareholders — based on 137,517,532 outstanding shares of Payoneer as of February 28, 2021, reduced by 18,784,736 shares and 8,780,195 shares subject to cash out under the no redemption and maximum redemption scenario, respectively, multiplied by the assumed Exchange Ratio of 1.880.

(d) Management Transaction Bonus Plan Pool — per section 7.18 (c) to the reorganization.

(e) Founder Shares –

• Assuming no redemption: 11,646,656 FTOC Class B share which are subject to restriction per section 1.2 of the Sponsor Share Surrender and Share Restriction Agreement;

• Assuming maximum redemption: 8,152,659 FTOC Class B share set forth in Section 1.1 (c) of the Sponsor Share Surrender and Share Restriction Agreement, and subject to restriction per section 1.2 of the Sponsor Share Surrender and Share Restriction Agreement.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

The following table sets forth summary historical comparative share and unit information for FTAC Olympus Acquisition Corp. and Payoneer and unaudited pro forma condensed combined per share information of New Payoneer after giving effect to the Reorganization, assuming two redemption scenarios as follows:

• Assuming that none of the warrant holders will exercise their rights prior to the cash distribution.

• Assuming that all options vested as of February 28, 2021 will participate in the cash distribution.

• Assuming No Redemptions: This presentation assumes that no FTAC Olympus Acquisition Corp. stockholders exercise redemption rights with respect to their public shares.

• Assuming Maximum Redemptions: This presentation assumes that FTAC Olympus Acquisition Corp. stockholders holding approximately 43,000,000 shares of Series A Stock will exercise their redemption rights for the approximately $430.0 million of funds in FTAC Olympus Acquisition Corp.’s trust account leaving $625.0 million of gross proceeds including full investment of the PIPE. Payoneer’s obligations under the Reorganization Agreement are subject to having at least $325.0 million Minimum Cash Amount (as such term is defined in the Reorganization Agreement). Furthermore, FTAC Olympus Acquisition Corp. will only proceed with the business combination if it will have net tangible assets of at least $5.0 million either immediately prior to or upon consummation of the Reorganization.

The unaudited pro forma book value information reflects the Reorganization as if it had occurred on December 31, 2020. The weighted average shares outstanding and net earnings per share information reflect the Reorganization as if it had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of FTAC Olympus Acquisition Corp. and Payoneer and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of FTAC Olympus Acquisition Corp. and Payoneer is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FTAC Olympus Acquisition Corp. and Payoneer would have been had the companies been combined during the periods presented.

	Payoneer (Historical)			FTAC Olympus Acquisition Corp. (Historical)			Assuming no redemption			Assuming maximum redemption
As of and for the year ended December 31, 2020(2)(3)
Book value per share(1)	$	0.97		$	0.24		$	2.25		$	1.72
Weighted average shares outstanding – basic and diluted	$	25,004,093			20,766,410			334,983,219			308,888,536
Net loss per share – basic and diluted	$	(1.50	)		(0.03	)		(0.07	)		(0.08	)

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(1) Book value per share equals total equity excluding convertible preferred shares divided by total shares outstanding.

(2) The FTAC Olympus Acquisition Corp. historical weighted average shares outstanding excludes 75,376,489 Class A redeemable ordinary shares for FTAC Olympus Acquisition Corp. at December 31, 2020.

(3) No cash dividends were declared under the period presented.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

FTOC

Market Price and Ticker Symbol

FTOC’s units, Class A ordinary shares and public warrants are currently listed on The Nasdaq Capital Market under the symbols “FTOCU,” “FTOC,” and “FTOCW,” respectively.

The closing price of the units, Class A ordinary shares and public warrants on February 2, 2021, the last trading day before announcement of the execution of the Reorganization Agreement, was $13.98, $12.74 and $3.57, respectively. As of , 2021, the record date for the Special Meeting, the closing price for each unit, Class A ordinary shares and public warrant was $ , $ , and $ , respectively.

Holders

As of February 12, 2021, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary shares and one holder of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

FTOC has not paid any cash dividends on FTOC Shares to date and does not intend to pay any cash dividends prior to the completion of the Reorganization. The payment of cash dividends in the future will be dependent upon New Payoneer revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Reorganization. The payment of any cash dividends subsequent to the Reorganization will be within the discretion of New Payoneer’s Board of Directors at such time.

Payoneer

There is no public market for shares of Payoneer’s common stock.

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the Annexes, in evaluating the Reorganization and the proposals to be voted on at the Special Meeting. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” New Payoneer, FTOC or Payoneer may face additional risks and uncertainties that are not presently known to New Payoneer, FTOC or Payoneer, or that New Payoneer, FTOC or Payoneer currently deems immaterial, which may also impair New Payoneer’s, FTOC’s or Payoneer’s business or financial condition.

SUMMARY RISK FACTORS

The following is a summary of select risks and uncertainties that could materially adversely affect the Reorganization, Payoneer and its business, financial condition and results of operations. You should read this summary together with the full and complete discussion of risk factors contained below.

Risks Related to Payoneer’s Business and Industry

• Payoneer’s business depends on its strong and trusted brand, and failure to maintain and protect its brand, or any damage to its reputation, or the reputation of its partners, could adversely affect its business, financial condition or results of operations.

• Payoneer’s success depends on its ability to develop products and services to address the rapidly evolving markets that it serves, and if it is not able to implement successful enhancements and new features for its products and services, it could lose customers or have trouble attracting new customers, and its ability to grow may be limited.

• Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could adversely affect Payoneer’s margins, business and results of operations. Competitive activity by its partners and enterprise clients that insource payment services or directly compete against its services could adversely affect its business.

• If Payoneer is unable to renew marketplace and enterprise client contracts at favorable terms or it loses a significant enterprise client or marketplace, or if an e-commerce marketplace were to prevent its customers from using its services to receive payments from such marketplace, its results of operations and financial condition may be adversely affected.

• Declines in e-commerce utilization generally, including as a result of the recovery of brick-and-mortar sales following the COVID-19 pandemic, could have a material adverse effect on Payoneer’s business, financial condition and its results of operations.

• Failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact Payoneer’s business.

• Use of Payoneer’s payments services for illegal purposes could harm its business.

• Any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e-commerce sales and/or limit activity of e-commerce marketplaces could harm Payoneer’s business.

• Payoneer is subject to risks relating to the availability of capital for our Working Capital products, as well as risk of losses relating to its Working Capital products.

• Because Payoneer relies on third parties to provide services, it could be adversely impacted if they fail to fulfill their obligations, become subject to regulatory action or if its arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

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• If Payoneer fails to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine it, suspend it or terminate its participation license, which could adversely affect our business. If Payoneer fails to comply with the applicable requirements of its counterparty financial institutions and banking partners, they could seek to suspend or terminate its accounts, which could adversely affect its business.

• Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, could expose Payoneer to liability and/or damage its reputation.

• Payoneer’s systems and its third-party providers’ systems may be subject to system failures or capacity constraints and resulting interruptions in the availability of its platform, products, or services, including the accessibility of its solutions through mobile devices, could harm its business.

Regulatory Risks Related to Payoneer

• Payoneer’s business is subject to laws, rules, regulations, policies and legal interpretations in the markets in which it operates, including (but not limited to) those governing deposit taking, factoring, stored value, cross-border and domestic money transmission, foreign exchange, privacy, data protection, banking secrecy and payment services (including payment processing and settlement services). The legal and regulatory requirements applicable to Payoneer are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations. Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject Payoneer to penalties and other adverse consequences.

• Payoneer’s results of operations may be adversely affected as a result of any decrease in revenue from customers operating in China as a result of regulatory changes or occurrences under other risk factors discussed herein. As a significant portion of its revenue is generated from China, any negative impact to its ability to serve customers based in China could exacerbate the other risks set forth herein.

• Payoneer’s failure to manage its customer funds properly could harm its business.

• Payoneer’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

Risks Related to the Reorganization

• FTOC’s Sponsor, officers and directors have agreed to vote in favor the Reorganization, regardless of how FTOC’s public shareholders vote.

• You could lose some or all of your investment if our potential write-downs or write-offs, restructuring and impairment or other charges following the Reorganization would have a significant negative effect on New Payoneer’s financial condition, results of operations and stock price.

• The COVID-19 outbreak may materially adversely affect our ability to consummate the Reorganization.

• Our shareholders will experience immediate dilution due to the issuance of common stock to the Payoneer stockholders as consideration in the Reorganization. Having a minority share position likely reduces the influence that our current shareholders have on the management of the combined company.

• Since the initial holders and Sponsor will lose their entire investment in us if the initial business combination is not completed, a conflict of interest may arise in determining whether the Reorganization or an alternative initial business combination target is appropriate for FTOC’s initial business combination.

• The Reorganization may not be as profitable as we suspected due to limited knowledge of the target.

• You do not have any rights or interests in funds from the trust account, except under certain limited circumstances. If FTOC does not complete the Reorganization, to liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

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Risks Related to New Payoneer

• Our management has not previously managed our advisory business as a separate public company.

• Anti-takeover provisions could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our common stock and could entrench management.

Risks Regarding Redemption

• The ability of FTOC’s public shareholders to exercise redemption rights with respect to a large number of FTOC’s shares may not allow us to optimize our capital structure and could increase the probability that the Reorganization will be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

• If you or a “group” of shareholders are deemed to hold in excess of 15% of FTOC’s Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of FTOC’s Class A ordinary shares.

• If you fail to receive notice of our offer to redeem our public shares in connection with the Reorganization, or fail to comply with the procedures for tendering your shares, such shares may not be redeemed.

Risks Related to FTOC

• If the initial business combination is not completed within a certain time, we would cease all operations and liquidate. You may only receive $10.00 per share or less, and your warrants may expire worthless.

• If our directors decide not to enforce the indemnification obligations of FTAC Olympus Sponsor, LLC, the amount of funds in the trust account available for distribution to FTOC’s public shareholders will be reduced.

• If there is a pending bankruptcy or insolvency petition before we distribute the proceeds in the trust account, the per-share amount that would otherwise be received by you in connection with our liquidation may be reduced.

Risks Related to Payoneer’s Business and Industry

Our business depends on our strong and trusted brand, and failure to maintain and protect our brand, or any damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations.

We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and expanding our base of customers.

Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable, secure, and innovative products and services, as well as our ability to maintain trust and remain a global payments leader. We may introduce, or make changes to, features, products, services, privacy practices, or terms of service that customers do not like, which may materially and adversely affect our brand. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business could be materially and adversely affected.

We rely on relationships with marketplaces and enterprise clients to obtain and maintain customers. Our ability to acquire new customers could be materially harmed if we are unable to enter into or maintain these relationships on terms that are commercially reasonable to us, or at all.

Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality, inadequate protection or misuse of personally identifiable information (“PII”), compliance failures and claims, litigation and other claims, and misconduct by our partners or other

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counterparties. We have been, from time to time and, may in the future be, the target of incomplete, inaccurate, and misleading or false statements about our company and our business that could damage our brand and deter customers from adopting our services. Any negative publicity about our industry or our company, the quality and reliability of our products and services, our compliance and risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory licensing and infrastructure, and the experience of our customers with our products or services could adversely affect our reputation and the confidence in and use of our products and services. If we do not successfully maintain a strong and trusted brand, our business could be materially and adversely affected.

Our success depends on our ability to develop products and services to address the rapidly evolving markets that we serve, and if we are not able to implement successful enhancements and new features for our products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited.

The markets for our products and services are characterized by constant and rapid technological changes, frequent introduction of new products and services, and increasing customer expectations. Our ability to enhance our current products and services and to develop and introduce innovative products and services will significantly affect our future success. We may not be successful in developing, marketing or selling new products and services that meet these demands or achieve market acceptance. We must anticipate and respond to these changes in order to remain competitive within our relevant markets. For example, our ability to provide innovative technology to our customers could have an impact on our pricing and the continued use of our platform, and new services and technologies that we develop may be impacted by industry-wide solutions and standards related to safety and security technologies and various regulatory requirements.

If we are unable to anticipate or respond to technological or regulatory changes or evolving industry standards on a timely basis, our ability to remain competitive could be materially adversely affected. In addition, the success of certain of our products and services relies, in part, on marketplaces and other third parties offering or allowing the use of our products and services by their customers. If we are unsuccessful in offering products or services that gain market acceptance and compete effectively, or if marketplaces cease to offer or allow our products and services to their merchants or refuse to pay their merchants through our products and services, it would likely have a material adverse effect on our ability to retain existing customers, to attract new ones and to grow profitably.

Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could adversely affect our margins, business and results of operations. Competitive activity by our partners and enterprise clients that insource payment services or directly compete against our services could adversely affect our business.

The global payments industry is highly competitive, rapidly changing, highly innovative, and increasingly subject to regulatory scrutiny and oversight. We compete against a wide range of businesses, including those that are larger than we are, have greater name recognition, longer operating histories, or a dominant or more secure position, or offer other products and services to customers that we do not offer, as well as smaller or younger companies that may be more agile in responding quickly to regulatory and technological changes. Many of the areas in which we compete evolve rapidly with changing and disruptive technologies, shifting user needs, and frequent introductions of new products and services. Competition also may intensify as businesses enter into business combinations and partnerships, and established companies in other segments expand to become competitive with different aspects of our business.

In addition, our competitors that are financial institutions or are affiliated with financial institutions may not incur banking fees in connection with providing our services. Accordingly, these competitors may be able to offer more attractive fees to our current and prospective customers or other services that we do not provide. Competition could result in a loss of existing customers, and greater difficulty attracting new customers. Furthermore, if competition causes us to reduce the fees we charge in order to attract or retain customers, there is no assurance we can successfully control our costs in order to maintain our profit margins. One or more of these factors could have a material adverse effect on our business, financial condition and results of operations.

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There are a number of payment service providers that offer global payment services, including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal or Ant Group; global card networks; Neobanks; SMB-focused B2B payment providers like Bill.com; Mass Payout service providers that specialize in providing services to enterprises and marketplaces, SMB AP/AR SaaS providers; merchant service providers that sell services to marketplaces like Adyen, Braintree and Stripe; and local payment service providers that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally. For example, in China we face competition from a number of local payment providers.

We are also facing new competitive pressure from non-traditional payments service providers and other parties entering the payments industry, such as Google, Apple, Alibaba, Amazon and Facebook, who may compete in one or more of the functions performed on our payment platform. These companies have significant financial resources and robust networks and are highly regarded by consumers. If these companies gain a greater share of total e-commerce payment transactions or if we are unable to successfully react to changes in the industry spurred by the entry of these new market participants, it could have a material adverse effect on our business, financial condition and results of operations. In addition, cryptocurrencies like Bitcoin and Etherium; blockchain based payment systems like Ripple; and central bank digital currencies, all have the potential to be used to support cross-border payments and could offer alternatives to businesses and other users and become more significant competition in the future.

If we are not able to differentiate our products and services from those of our competitors, drive value for our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively in the market.

If we are unable to renew marketplace and enterprise client contracts at favorable terms or we lose a significant enterprise client or marketplace, or if an e-commerce marketplace were to prevent our customers from using our services to receive payments from such marketplace, our results of operations and financial condition may be adversely affected.

We experience customer attrition as a result of several factors, including business closures, transfers of customer accounts to our competitors and account closures that we initiate. We cannot predict the level of attrition in the future and our revenues could decline as a result of higher than expected attrition, which could have a material adverse effect on our business, financial condition and results of operations. For example, the payments our small business customers received from Amazon marketplaces around the world generated an estimated 29% of our revenues during the year ended December 31, 2020, and accordingly, should Amazon change its requirements, impose restrictions on sellers on its platform, or alter our status as an approved payment service provider, our financial condition and results of operations may be adversely impacted. Moreover, to the extent we do renew our existing customer contracts, such renewals may be on less favorable terms than our existing customer contracts, which may result in a decline in revenue.

In addition, our growth to date has been partially driven by the growth of our customers’ businesses. Should the rate of growth of our customers’ business slow or decline, this could have an adverse effect on volumes processed and therefore an adverse effect on our results of operations. Furthermore, should we not be successful in selling additional solutions, we may fail to achieve our desired rate of growth.

We have a history of net losses, [we anticipate increasing expenses in the future,] and we may not be able to achieve or maintain profitability in the future.

We incurred net losses of $23.7 million, $0.6 million and $7.2 million in the years ended December 31, 2020, 2019 and 2018, respectively. We intend to continue to make significant capital and marketing investments in our business to support and drive growth. Each initiative may not result in increased revenue or growth on a timely basis or at all. Such initiatives include increasing spending on new and existing products and services. If we are unable to generate adequate revenue growth and manage our expenses, our results of operations and operating metrics may fluctuate and we may continue to incur significant losses, which could cause the market price of our common stock to decline.

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The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the pandemic has significantly increased economic uncertainty and reduced economic activity. Small businesses, which constitute a large part of our customers, have been impacted particularly hard. The pandemic has resulted in government authorities and businesses implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders, school closures, and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending.

The outbreak has adversely impacted, and is likely to continue to adversely impact, our operations and the operations of our customers and business partners. For example, our volumes on travel-related platforms such as Airbnb have decreased as a result of travel restrictions imposed as a result of the pandemic. See “Payoneer’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of the COVID-19 Pandemic” for additional discussion about the pandemic’s impact on our results of operations. The pandemic has caused us to modify our business practices to help minimize the risk of the virus to our employees, our customers, and the communities in which we participate, which could negatively impact our business. These measures include temporarily requiring employees to work remotely, suspending all non-essential business travel for our employees, limiting external guests from visiting our offices, postponing, or holding meetings and events virtually. Given the continually evolving situation, there is no certainty that the measures we have taken will be sufficient to mitigate the risks posed by the virus.

The extent to which the COVID-19 outbreak impacts our business, results of operations, and financial condition will depend on developments that continue to be highly uncertain and difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may experience material and adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, increased losses associated with our Working Capital products, bankruptcies or insolvencies of customers, and recession or economic downturn. We do not yet know the full extent of the impacts on our business, our operations, or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of the known risks described throughout this Risk Factors section.

Declines in e-commerce utilization generally, including as a result of the recovery of brick-and-mortar sales following the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and our results of operations.

We generate volumes by processing online payments from marketplaces and e-commerce platforms to merchants and from merchants’ utilization of payments they receive. Any decline in e-commerce utilization could adversely affect our business. There are a variety of factors that could lead to a decrease in e-commerce utilization, including general macroeconomic trends, changes in government regulation, users’ access to the internet, user preference, actual or perceived online security concerns or the effects of widespread health epidemics. For example, as a result of restrictions on brick-and-mortar businesses related to the outbreak of the COVID-19 pandemic, e-commerce sales increased significantly in 2020. As these COVID-19 restrictions are lifted and brick-and-mortar sales recover, e-commerce utilization may decline which could have a material adverse effect on our business, financial condition and results of operations.

As our revenue has increased, our growth rate has slowed at times in the past and may slow or decline in the future. Future revenue growth depends on our ability to retain existing customers, attract new customers, and increase sales to both new and existing customers.

Our rate of revenue growth has slowed at times in the past and may decline in the future, and it may slow or decline more quickly than we expect for a variety of reasons, including as a result of the risks described herein. Our customers have no obligation to continue to use our services, and we cannot assure you that they will. The difficulty

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and costs associated with switching to a competitor may not be significant for many of the services we offer. Our customers’ payment processing activity with us may decrease for a variety of reasons, including customers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions, or reductions in the level of buyers transacting with our customers.

In addition, the growth of our business depends in part on existing customers expanding their use of our products and services. If we are unable to encourage customers to broaden their use of our services, our growth may slow or stop, and our business may be materially and adversely affected. The growth of our business also depends on our ability to attract new customers, to encourage larger customers to use our products and services, and to introduce successful new products and services. We have invested and will continue to invest in improving our platform in order to offer better or new features, products and services, but if those features, products and services fail to be successful, our growth may slow or decline.

Failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact our business.

We have been, and may in the future be, subject to liability for fraudulent transactions, including electronic payments and card transactions or credits initiated by customers. Examples of fraud include when a party knowingly uses a stolen or counterfeit credit, debit or prepaid card, card number or other credentials to record a false sales transaction, processes an invalid card or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against the Company or our customers. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting, account takeover and fraud. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud, or otherwise effectively administer our chargeback responsibilities, would increase our chargeback liability, exposure to fines or other liabilities. Increases in chargebacks, fines or other liabilities could have a material adverse effect on our business, results of operations and financial condition.

Use of our payments services for illegal purposes could harm our business.

Our payment system is susceptible to potentially illegal or improper uses, including money laundering, terrorist financing, illegal online gambling, fraudulent sales of goods or services, illegal sales of marijuana and related business products, pharmaceuticals, cigarettes, weapons, obscene or pornographic materials, or the facilitation of other illegal activity. The use of our payment system for illegal or improper uses may from time to time subject us to fines, claims, or government and regulatory investigations, inquiries, or requests that could result in liability and reputational harm for us. Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a customer may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us. Changes in law have increased the penalties for intermediaries providing payment services for certain illegal activities, and government authorities may consider additional payments-related proposals from time to time. Owners of intellectual property or government authorities may seek to bring legal action against providers of payments solutions, including Payoneer, that are peripherally involved in the sale of products that actually or allegedly infringe, misappropriate or otherwise violate intellectual property. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e-commerce sales and/or limit activity of e-commerce marketplaces could harm our business.

Cross-border trade (i.e., transactions where the merchant and consumer are in different countries) is an important source of our revenue and profits. Cross-border transactions generally provide higher revenues and operating income than similar transactions that take place within a single country or market.

Cross-border trade also represents our primary (and in some cases, our only) presence in certain important markets. Cross-border trade is subject to, and may be negatively impacted by, foreign currency exchange rate fluctuations. In addition, the interpretation and application of laws of multiple jurisdictions (e.g., the jurisdiction of

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the merchant and of the consumer) are often extremely complicated in the context of cross-border trade and foreign exchange. Changes to or the interpretation and/or application of laws and regulations applicable to cross-border trade and foreign exchange could impose additional requirements and restrictions, increase costs, and impose conflicting obligations. Any factors that increase the costs of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policy or higher tariffs, could reduce our cross-border transactions and volume, negatively impact our revenues and profits and harm our business.

We are subject to risks relating to the availability of capital for our Working Capital products, as well as risk of losses relating to our Working Capital products.

We fund our Working Capital product offering through a mix of balance sheet cash and bank credit facilities. Maintaining and growing our Working Capital products is dependent on institutional third-parties providing financing for the Working Capital products we offer at interest rates and/or terms that will allow us to profitably offer these products. If such third parties were to fail to continue to provide financing or change the terms of such financing in a way that is disadvantageous to us, then we would need to reduce Working Capital product offerings and or fund the offering of additional Working Capital products from our own resources, or the financial performance of our Working Capital products could be harmed. We then may have to reduce the scale of our Working Capital products, which could have a direct impact on our ability to grow this portion of our business. Additionally, in any financing for our Working Capital products we may have certain customary obligations that apply if we breach certain representations and warranties or servicing covenants.

The Working Capital products we provide are generally in the form of “merchant capital advances,” which are purchases of receivables expected to be received by a customer in the future. They are not guaranteed or secured in any way. Adverse changes in macroeconomic conditions or performance of our customers’ business could cause some of our customers who utilize our Working Capital products to cease operating or to experience a decline in their payment receipts, thereby rendering the receivables lower than the amount advanced and/or causing the repayment period to be extended beyond the original settlement term. With a merchant capital advance, the speed of settlement determines our effective yield, so any extension of settlement periods would be expected to reduce the effective yield we receive on such product.

In addition, adverse changes in macroeconomic conditions could lead to a decrease in the number of our customers who are eligible for our Working Capital products and strain our ability to correctly identify such customers or manage the risk of non-settlement or fraud on such products. Similarly, if we fail to correctly predict the likelihood of timely settlement of the Working Capital products or correctly price our fees to customers utilizing our Working Capital products, our ability to collect customer payments may be inhibited and our business may be materially and adversely affected.

Currently, our Working Capital products are offered in the form of merchant capital advances. Merchant capital advances are subject to limited regulatory scrutiny in most jurisdictions, but there has been, and may continue to be, regulatory interest in and/or litigation challenging merchant capital advances. If the regulatory interest in and/or litigation challenging merchant capital advance products increases, including if regulatory bodies take the view that merchant capital advances should be treated as a lending product or additional licensing is required for us to continue to offer merchant capital advances, and we are not able to comply with any such additional requirements that would result therefrom, or if the terms upon which we were able to offer merchant capital advances were required to be changed in order to comply with any requirements imposed by a regulatory body, we may need to pursue an alternative model for providing our Working Capital products, all of which may be time-consuming and costly and/or lead to a loss of financing from institutional third-parties, and as a result this portion of our business may be materially and adversely affected.

We intend to continue to explore other products, models, and structures for our Working Capital products. Some of those models or structures may require, or be deemed to require, additional data, procedures, partnerships, licenses, regulatory approvals, or capabilities that we have not yet obtained or developed. Licenses that may be required in connection with our Working Capital products could subject us to reporting requirements, bonding requirements, and inspection by applicable regulatory agencies. Should we fail to expand and evolve our Working Capital products in this manner, or should these new products, models or structures, or new regulations or interpretations of existing regulations, impose requirements on us that are impractical or that we cannot satisfy, the future growth and success of our Working Capital products may be materially and adversely affected.

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Because we rely on third parties to provide services, we could be adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

We depend on third-party service providers and vendors for certain products and services, including components of our computer systems, software, data centers, risk tools and telecommunications networks, to conduct our business. Any changes in these systems that degrade the functionality of our products and services, impose additional costs or requirements, or give preferential treatment to competitors’ services, including their own services, could materially and adversely affect usage of our products and services. We are also dependent on our relationships with a number of third-party financial institutions and payment processors for services such as payment, processing and clearing and settlement for the transactions we service. In the event our agreement with a third-party financial institution or non-financial institution is terminated, or if upon its expiration we are unable to renew the contract on terms favorable to us, or at all, it may be difficult for us to replace these services which may adversely affect our operations and profitability. Some of these organizations and third-party service providers provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them.

Our systems and operations or those of our third-party service providers and software partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events. In addition, we may be unable to renew our existing contracts with our most significant service providers or they may stop providing or otherwise supporting the products and services we obtain from them, and we may not be able to obtain these or similar products or services on the same or similar terms as our existing arrangements, if at all. The failure of our third-party service providers to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due to, among other consequences:

• loss of revenues;

• loss of customer data, including PII;

• fines imposed by payment networks;

• harm to our business or reputation resulting from negative publicity;

• exposure to fraud losses or other liabilities;

• additional operating and development costs; or

• diversion of management, technical and other resources.

If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, which could adversely affect our business.

In order to provide card issuing services, certain of our subsidiaries are registered with Mastercard and other networks as members or service providers for member institutions. As such, we are subject to card association and network rules that could subject us or to a variety of fines or penalties that may be levied by the card associations or networks for certain acts or omissions by us. In addition, we are subject to the Payment Card Industry (“PCI”) Data Security Standard enforced by the major card brands.

If we fail to comply with these rules, we could be fined and our member registrations or certifications could be suspended or terminated. The suspension or termination of our member registrations or certifications, or any changes to the association and network rules, that we do not successfully address, or any other action by the card networks to restrict our ability to process transactions over such networks, could limit our ability to provide transaction processing services to customers and result in a reduction of revenue or increased costs of operation, which, in either case, could have a material adverse effect on our business and results of operations. Our removal from networks’ lists of Security Standard compliant service providers could mean that existing customers, partners or other third parties may cease using or referring our services. Also, prospective customers, partners or other third parties may choose not to consider us for their processing needs. In addition, the card networks could refuse to allow us to process through their networks. Any of the foregoing could materially adversely impact our business, financial condition or results of operations.

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Changes to these network rules or how they are interpreted could have a significant impact on our business and financial results. For example, from time to time, card associations and debit networks, including the card networks which we operate under, increase the processing and other fees (including what is commonly known as “interchange fees”) that they charge. It is possible that competitive pressures will result in us absorbing a portion of such increases in the future, or result in us not being able to increase our own fees, which would increase our operating costs, reduce our profit margin, limit our growth, and adversely affect our business, results of operations and financial condition. In addition, the various card associations and networks prescribe certain capital requirements. Any increase in the capital level required would further limit our use of capital for other purposes. Future changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes, the networks could pass on fines and assessments in respect of fraud or chargebacks related to our customers or disqualify us from processing transactions if satisfactory controls are not maintained, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on counterparty financial institutions and payment service providers to support our operations. If one or more of our counterparty financial institutions or payment service providers default on their financial or performance obligations to us, change their business strategy or requirements, become subject to regulatory action, or fail, our results of operations and financial condition may be adversely affected and we may incur significant losses.

We have significant amounts of cash, cash equivalents, receivables outstanding, and other investments on deposit or in accounts with banks or other financial institutions in the United States and other countries in which we operate. We regularly monitor our exposure to counterparty credit risk, and actively manage this exposure to mitigate the associated risk. Despite these efforts, we may be exposed to the risk of default by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions. The risk of counterparty default, deterioration, or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If one or more of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings. For example, Wirecard Card Solutions Limited was a licensed Mastercard issuer of our pre-paid card programs offered to our customers. In 2020, the U.K. Financial Conduct Authority forced Wirecard Card Solutions, subsidiary of Wirecard AG, to cease its regulated activities for a number of days due to scrutiny of Wirecard Card Solution’s regulatory compliance in connection with the opening of insolvency proceedings of Wirecard AG, and as a result during those days our customers’ were unable to access funds on their cards issued by Wirecard Card Solutions. While such access was restored, and while we have transitioned the issuance services of these cards to a Payoneer licensed entity, in the event of default or failure of one or more of our counterparties, we could incur significant losses or suffer reputational damage, which could negatively impact our results of operations and financial condition.

If we fail to comply with the applicable requirements of our counterparty financial institutions and banking partners, they could seek to suspend or terminate our accounts, which could adversely affect our business.

In the United States and certain other markets, Mastercard and other payment network rules require us to be sponsored by a member bank in order to process electronic payment transactions. Because we are not a United States bank, we are unable to directly access these payment networks in the United States. We are currently registered with the Mastercard and other payment networks through our partnering bank in the United States, in connection with our virtual digital purchasing cards in the United States. Our current agreement with our partnering bank expires in 2025.

In addition, we rely on agreements with banks and other financial institutions in jurisdictions in which we serve customers to collect, hold and disburse our customers’ funds. These agreements with banks and financial institutions may give them substantial discretion in approving certain aspects of our business practices, including our application and qualification procedures for customers and require us to comply with certain legal requirements. Our financial institution partners’ discretionary actions under these agreements could impose material limitations to, or have a material adverse effect on, our business, financial condition and results of operations. Without these relationships, we would not be able to process payments or settle transactions in relevant markets, which would have a material adverse effect on our business, financial condition and results of operations. For example, following the opening of insolvency proceedings of Wirecard AG in Germany and the sale of assets by its subsidiary, Wirecard Bank AG, to Banco Santander, in October 2020 Wirecard Bank notified Payoneer Europe of its intention to terminate its accounts with the bank. Following discussions between Payoneer Europe and Wirecard Bank it was

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agreed that certain of the virtual collection accounts under Payoneer Europe’s accounts with the Bank would cease to be active on agreed dates and the rest would be closed at the end of April 2021. Wirecard Bank has notified Payoneer Europe of alleged potential breaches of contractual obligations that could potentially give rise to earlier closure of these accounts and/or monetary penalties, which Payoneer Europe believes it has meritorious defenses against and is seeking to address the Bank’s concerns through a negotiated process. Furthermore, our financial results could be adversely affected if our costs associated with such relationships materially change or if any penalty or claim for damages is imposed as a result of our breach of the agreement with them or their other requirements.

Our business may be adversely affected by geopolitical and other risks associated with global operations. As we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks.

Our business is subject to risks associated with doing business internationally. Operating in foreign countries, including in Israel, Asian countries, the U.K. and the European Union countries, subjects us to multiple risks, including:

• differing local product preferences and product requirements;

• geopolitical events, including natural disasters, public health issues, acts of war, nationalism and terrorism, social unrest or human rights issues;

• partial or total expropriation of international assets;

• trade protection measures, including tariffs or import-export restrictions;

• differing enforceability and protection of intellectual property and contract rights;

• different, uncertain, or more stringent user protection, data protection, privacy, and other laws; and

• potentially negative consequences from changes in or interpretations of tax laws or policies.

For example, as a result of the COVID-19 pandemic, travel-related commerce declined significantly which reduced our volumes on travel-related platforms such as Airbnb. Additionally, a significant number of our employees, including certain management members, are employed by our Israel subsidiary, Payoneer Research & Development Ltd., and, accordingly, political, economic and regional conflict conditions in Israel and the surrounding region may directly affect our business and operations.

Violations of the complex foreign and United States laws, rules and regulations that apply to our international operations may result in fines, criminal actions, or sanctions against us, our officers, or our colleagues; prohibitions on the conduct of our business; and damage to our reputation. Although we have implemented policies and procedures designed to promote compliance with these laws, violations by our colleagues, contractors, vendors or agents could nevertheless occur. These risks are inherent in our international operations and expansion may increase our costs of doing business internationally, and could harm our business and reputation. In addition, we may in the future undertake projects and make investments in countries in which we have little or no previous investment or operating experience. We may not be able to fully or accurately assess the risks of investing in such countries, or may be unfamiliar with the laws and regulations in such countries governing its investments and operations. As a result, we may be unable to effectively implement our strategy in new jurisdictions. Investment opportunities in certain jurisdictions also may be restricted by legal limits on foreign investment in local assets or classes of assets.

We are dependent upon consumers’ continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce.

Our success depends upon the general public’s ability to access the internet and its continued willingness to use the internet as a means to pay for purchases, communicate, research and conduct commercial transactions, including through mobile devices. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products, increase our operating costs, or otherwise adversely affect our business. Given uncertainty around these rules, we could experience discriminatory or anticompetitive practices that could impede both our and our merchants’ growth, increase our costs or adversely affect our business. If consumers or merchants become unable, unwilling or less willing to use the internet for commerce for any reason, including lack of access to

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high-speed communications equipment, congestion of traffic on the internet, internet outages or delays, disruptions or other damage to merchants’ and consumers’ computers, increases in the cost of accessing the internet and security and privacy risks or the perception of such risks, our business could be adversely affected.

Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, could expose us to liability and/or damage our reputation.

We are subject to a number of legal requirements, regulations, contractual obligations and industry standards regarding security, data protection and privacy and any failure to comply with these requirements, regulations, obligations or standards could have an adverse effect on our reputation, business, financial condition and operating results.

In conducting our business, we collect, process, transmit, store, use and share sensitive business information and PII about our marketplace and enterprise clients, customers, financial institution partners, vendors, and other parties. This information may include account access credentials, credit and debit card numbers, bank account numbers, social security numbers, passport/ID numbers, driver’s license numbers, names and addresses and other types of sensitive business information or PII, including copies of documents thereof. Some of this information is also collected, processed, stored, used, shared and transmitted by our software and financial institution partners, third-party service providers to whom we outsource certain functions and other vendors. We have certain responsibilities to payment networks and their member financial institutions for any failure, including the failure of our associated third-party service providers, to protect this information. Information security risks for financial and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. Additionally, geopolitical events and resulting government activity could also lead to information security threats and attacks by affected jurisdictions and their sympathizers. If these attempts are successful it could lead to the compromise of sensitive or confidential business information or PII.

In addition, our products and services may themselves be targets of cyberattacks that attempt to sabotage or otherwise disable them, or the defensive and preventative measures we take ultimately may not be able to effectively detect, prevent, or protect against or otherwise mitigate losses from all cyberattacks. Despite significant efforts to create security barriers against such threats, it is virtually impossible for us to eliminate these risks entirely. Any such breach could compromise our platform, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products and services. Additionally, the information stored on our platform could be accessed, publicly disclosed, lost, or stolen, which could subject us to substantial liability and cause us financial harm. These breaches, or any perceived breach, may also result in damage to our reputation, negative publicity, loss of key business relationships and sales, increased costs to remedy any problem (including repairing system damage, increasing security protection costs by deploying additional personnel and modifying or enhancing our protection technologies and investigating and remediating any information security vulnerabilities) regulatory inquiries and investigations, customer complaints and costly litigation, and may therefore adversely impact market acceptance of our products and seriously affect our business, financial condition or results of operations.

We have in the past, and may in the future, be the target of malicious third-party attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized access to our platform and systems. If these attempts are successful it could lead to the compromise of sensitive or confidential business information or PII. While we proactively employ multiple methods at different layers of our systems to defend against intrusion and attack and to protect our data, we cannot be certain that these measures are sufficient to counter all current and emerging technology threats.

Our computer systems and the computer systems of our third-party service providers and software partners have been, and in the future could be, subject to breaches, and our data protection measures may not prevent unauthorized access. While we believe the procedures and processes we have implemented to handle an attack are adequate, the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect. In addition, increased remote operations creates an additional risk of attack while decreasing our ability to monitor. Threats to our systems and associated third-party systems can originate from human error, fraud or malice on the part of employees or third-parties, or simply from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of third-party service providers. In addition, denial of service or other attacks could be launched against us

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for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures may not prevent unplanned downtime, unauthorized access or unauthorized use of sensitive business data or PII. While we maintain cyber errors and omissions insurance coverage that covers certain aspects of cyber risks, our insurance coverage may be insufficient to cover all losses. The successful assertion of one or more large claims against us that exceed our available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation and our business, financial condition and results of operations. We also cannot ensure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. Further, while we select our third-party service providers carefully, we do not control their actions. Any problems experienced by these third-parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks and security breaches, could adversely affect our ability to service our customers or otherwise conduct our business.

We could also be subject to liability for claims relating to misuse of PII, such as unauthorized marketing purposes and violation of consumer protection or data privacy laws. In addition, federal and state regulations may require us to notify individuals of data security incidents involving certain types of PII or information technology systems. We cannot provide assurance that the contractual requirements related to security and privacy that we impose on our service providers who have access to enterprise clients or customer data will be followed or will be adequate to prevent the unauthorized use or disclosure of such data. In addition, we have agreed in certain agreements to take certain protective measures to ensure the confidentiality of enterprise clients or customer data. The costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to misuse of PII of our customers, lost revenue and reputational harm.

Any type of security breach, attack or misuse of data, whether experienced by us or an associated third-party, could harm our reputation or deter existing or prospective enterprise clients or customers from using our services, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), divert management focus away from other priorities, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card schemes and adversely affect our regulatory licenses and banking relationships. Further, if we were to be removed from networks’ lists of Payment Card Industry Data Security Standard, our existing customers, enterprise clients and financial institution partners or other third parties may cease using our services.

Failure to protect, enforce and defend our intellectual property rights may diminish our competitive advantages or interfere with our ability to market and promote our products and services and claims that we infringe, misappropriate or otherwise violate third parties’ intellectual property rights could have a material adverse effect on our business. We also use open-source software and may be subject to claims from licensors related to ownership and use rights.

Our trademarks, trade names, trade secrets, know-how, proprietary technology and other intellectual property are important to our future success. We believe our trademarks and trade names are widely recognized and associated with quality and reliable service. While it is our policy to protect and defend our intellectual property rights vigorously, we cannot predict whether the steps we take to protect our intellectual property will be adequate to prevent infringement, misappropriation, dilution or other potential violations of our intellectually property rights. We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary technology we rely on to conduct our business and differentiate ourselves from our competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult and may not be effective. Furthermore, we have in the past and may in the future face claims of infringement, misappropriation or other violation of third-party intellectual property rights that could interfere with our ability to market and promote our brands, products and services. Any litigation to enforce our intellectual property rights or defend ourselves against claims of infringement of third-party intellectual property rights, even those without merit and regardless of the outcome, could be costly, divert attention of management and may not ultimately be resolved in our favor. Moreover, if we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may be prevented from using or required to redesign certain

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intellectual property pay substantial amounts to satisfy judgments or settle claims or lawsuits, obtain a license to continue commercializing or using the applicable technologies, products and services, pay substantial royalty or licensing fees, satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships, or may be liable for damages, which in turn could materially adversely affect our business, financial condition or results of operations.

While software and other of our proprietary works may be protected under copyright law, we have chosen not to register any copyrights in these works, and instead, primarily rely on protecting our software as a trade secret. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered with the United States Copyright Office. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited.

We attempt to protect our intellectual property and proprietary information by requiring our employees, consultants and certain of our contractors to execute confidentiality and invention assignment agreements. However, we may not obtain these agreements in all circumstances, and individuals with whom we have these agreements may not comply with their terms. The assignment of intellectual property rights under these agreements may not be self-executing or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. In addition, we may not be able to prevent the unauthorized disclosure or use of our technical know-how or other trade secrets by the parties to these agreements despite the existence generally of confidentiality agreements and other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.

In addition, we use open-source software in connection with our proprietary software and expect to continue to use open-source software in the future. Some open-source licenses require licensors to provide source code to licensees upon request, prohibit licensors from charging a fee to licensees or require licensors to make available any derivative works of the open-source code on unfavorable terms or at no cost, and we may be subject to such terms. While we try to insulate our proprietary code from the effects of such open-source license provisions, we cannot guarantee we will be successful. Accordingly, we may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open-source software, including by demanding release of the open-source software, derivative works or our proprietary source code that was developed or distributed with such software. In addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours.

These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open-source code change, we may be forced to re-engineer our software or incur additional costs.

Our products and services may not function as intended due to errors in our or our third-party providers’ software, hardware, and systems, product defects, or due to security breaches or human error in administering these systems, which could materially and adversely affect our business.

Our services are based on sophisticated software and computer systems and we may encounter delays when developing new applications and services. Further, our or our third-party providers’ software may contain undetected vulnerabilities, errors or defects. In addition, we may experience difficulties in installing or integrating our technology on systems or with other programs used by our third-party providers. Defects in our or our third-party providers’ software, errors or delays in the processing of electronic transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of customers or customer data, negative publicity or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and other agreements, we cannot be certain that these measures will successfully limit our liability.

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Additionally, electronic payment products and services, including ours, have been, and could continue to be in the future, specifically targeted and penetrated or disrupted by hackers. Because the techniques used to obtain unauthorized access to data, products, and services and to disable, degrade, or sabotage them change frequently and may be difficult to detect or remediate for long periods of time, we and our customers may be unable to anticipate these techniques to implement adequate preventative measures to stop them. If we, our customers or third-party service providers are unable to anticipate or prevent these attacks, our customers’ businesses may be harmed, our reputation could be damaged, and we could incur significant liability.

Our systems and our third-party providers’ systems may be subject to system failures or capacity constraints and, resulting interruptions in the availability of our platform, products, or services, including the accessibility of our solutions through mobile devices, could harm our business.

Our systems and those of our third-party providers, including data center facilities, may experience service interruptions, cyberattacks and other security incidents, including as a result of human error, earthquakes, hurricanes, floods, fires, other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, changes in social, political or regulatory conditions or in laws and policies, or other changes or events. Our systems and facilities are also subject to break-ins, sabotage, and acts of vandalism. Some of our systems are not fully redundant, and our disaster-recovery planning is not sufficient for all eventualities. In addition, as a provider of payments solutions and other financial services, we are subject to increased scrutiny by regulators that may require specific business continuity and disaster recovery plans and more rigorous testing of such plans. This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities.

We have experienced and will likely continue to experience denial-of-service and other cyberattacks, system failures, security incidents, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services. These events may result in loss of revenue. In addition, they could result in significant expense to repair or replace damaged equipment and remedy resultant data loss or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could materially harm our reputation and business. Frequent or persistent interruptions in our products and services could cause customers to believe that our products and services are unreliable, leading them to switch to our competitors or to avoid our products and services, and could permanently harm our reputation and business. Moreover, to the extent that any system failure or similar event results in damages to customers or their businesses, these customers could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

A significant natural or man-made disaster could have a material and adverse impact on our business. The insurance we maintain may not be sufficient to compensate us for the potentially significant losses that could result from disruptions to our services. Significant natural or other disasters could also have a material and adverse impact on our sellers, which, in the aggregate, could in turn adversely affect our results of operations.

Our risk management framework, including our counterparty risk management, may not be fully effective in mitigating our risk exposure against all types of risks.

We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters. In addition, when we introduce new services, focus on new business types, or begin to operate in markets where we have a limited history of fraud loss, we may be less able to forecast and reserve accurately for those losses. If our policies and procedures are not fully effective or we are not successful in identifying and mitigating all risks to which we are or may be exposed, we may suffer uninsured liability, harm to our reputation or be subject to litigation or regulatory actions that could adversely affect our business, financial condition or results of operations. For example, if our security measures do not succeed, our business may be adversely affected. In addition, bad actors around the world use increasingly sophisticated methods to engage in illegal activities involving personal data, such as unauthorized use of another’s identity or payment information, account takeover, unauthorized acquisition or use of credit or debit card details and other fraudulent use of another’s identity or information.

We offer our payments services to a large number of customers. We are responsible for vetting and monitoring these customers and determining whether the transactions we process for them are lawful and legitimate. When our

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products and services are used to process illegitimate transactions, and we settle those funds to recipients and are unable to recover them, we suffer losses and liability. These types of illegitimate, as well as unlawful, transactions can also expose us to governmental and regulatory sanctions in various jurisdictions (including U.S. anti-money laundering and economic sanctions violations). The highly automated nature of, and liquidity offered by, our payments services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering, and terrorist financing. Identity thieves and those committing fraud using stolen or fabricated credit card or bank account numbers, or other deceptive or malicious practices, including the hacking of bank accounts, can potentially steal significant amounts of money from businesses like ours. In configuring our payments, digital banking and credit services, we face an inherent trade-off between security and customer convenience. Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future. As a greater number of larger merchants use our services, we expect our exposure to material losses from a single merchant, or from a small number of merchants, to increase. In addition, when we introduce new services, focus on new business types, or begin to operate in markets in which we have a limited history of fraud loss, we may be less able to forecast and reserve accurately for those losses. Moreover, we rely on third-party service providers, such as non-financial institutions and payment service providers, and our risk management policies and processes may not be sufficient to monitor compliance by such third parties with applicable laws and regulations, including anti-money laundering laws. We may incur significant costs with respect to monitoring third-party service providers. Furthermore, if our risk management policies and processes contain errors or are otherwise ineffective, we may suffer large financial losses, we may be subject to civil and criminal liability, and our business may be materially and adversely affected.

Our results of operations may be adversely affected by changes in foreign currency exchange rates.

We are subject to risks related to changes in currency rates as a result of our investments in foreign operations and from revenues generated in currencies other than the United States dollar. Revenues and profit generated by such international operations will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. From time to time, we utilize foreign currency forward contracts and other hedging instruments to mitigate the market value risks associated with foreign currency-denominated transactions and investments. These hedging strategies may not, however, eliminate all of the risks related to foreign currency translation, and we may forgo the benefits we would otherwise experience if currency exchange rates were to change in our favor. In addition, we may become subject to exchange control regulations that restrict or prohibit the conversion of our foreign revenue currencies into United States dollars. Any of these factors could decrease the value of revenues and earnings we derive from our international operations and have a material adverse effect on our business.

Changes and evolving requirements in tax laws or their interpretation, including as applied to us and our customers, could adversely affect our business.

As a multinational organization, operating in multiple jurisdictions, including but not limited to the US, the EU, UK, Israel and Hong Kong, we may be subject to increasingly complex tax laws and taxation in several jurisdictions, the application of which can be uncertain. The amount of taxes we are required to pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws, or revised interpretations of existing tax laws, potential disputes around transfer prices implemented and precedents, which could have a material adverse effect on our business. Such material adverse effect may include the value of any tax loss carryforwards, tax credits recorded on our balance sheet, the amount of our cash flow, our liquidity, financial condition and results of operations.

Many of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. Tax authorities in these jurisdictions could challenge our related party transfer pricing policies and, consequently, the tax treatment of corresponding expenses and income. If any tax authority were to be successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, withholding tax, indirect tax and penalties and interest related thereto, which may have a significant impact on our results of operations and financial condition.

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We are subject to regular review and audit by the relevant tax authorities in the jurisdictions we operate and as a result, the authorities in these jurisdictions could review our tax returns and impose additional significant taxes, interest and penalties, challenge the transfer pricing policies adopted by us, claim that our operation constitutes a taxable presence in different jurisdiction and/or that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination is made.

In addition, tax benefits we currently receive in certain jurisdictions require us to meet several conditions and may be challenged or terminated or reduced in the future, which would increase our taxes, possibly with a retroactive effect.

Furthermore, companies in the electronic payments industry, including us, may become subject to incremental taxation in various tax jurisdictions. The cost to comply with such laws or regulations could be significant. Taxing jurisdictions have not yet adopted uniform positions on this topic. We could be required to collect additional sales, use, value added, digital services, equalization levy or other similar taxes, either direct and indirect, or be subject to other liabilities that may increase the costs our customers would have to pay for our products and adversely affect our results of operations. If we are required to be responsible for payment of such additional taxes and are unable to pass such taxes or expenses through or collect them from our customers, our costs would increase, and our net income would be reduced.

In addition, the failure by our customers to comply with reporting obligations in connection with transactions on our platform could result in regulatory inquiry, reputational damage and potential enforcement actions and additional reporting and withholding requirements.

Our indebtedness and our Series 1 Senior Preferred Stock may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

Our Loan and Security Agreement contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our subsidiaries, including restrictions on our and our subsidiaries’ ability to, among other things:

• sell assets;

• incur additional indebtedness;

• make certain investments and other distributions;

• engage in certain transactions with affiliates;

• change the nature of our business;

• place liens on our or our subsidiaries’ assets;

In addition, our Series 1 Senior Preferred Stock which, upon Closing, will remain as outstanding preferred stock of Payoneer Inc., contains certain restrictions that limit our ability to incur indebtedness, engage in certain affiliate transactions, make certain investments and incur debt, among other restrictions. A failure by us or our subsidiaries to comply with the covenants contained within these instruments or to maintain the required financial ratio contained in the Loan and Security Agreement could result in an event of default under such indebtedness, which could adversely affect our ability to respond to changes in our business and manage our operations.

Regulatory Risks Related to Payoneer

Our business is subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing deposit taking, factoring, stored value, cross-border and domestic money transmission, foreign exchange, privacy, data protection, banking secrecy and payment services (including payment processing and settlement services). The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations.

Financial and political events have increased the level of regulatory scrutiny on the payments industry, and regulatory agencies may view matters or interpret laws and regulations differently than they have in the past and in

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a manner adverse to our business. Our success and increased visibility may result in increased regulatory oversight and tighter enforcement of rules and regulations that may apply to our business. Governments may impose new regulatory requirements in a range of areas that:

• Prohibit, restrict, and/or impose taxes or fees on our services, including to or from certain countries or with certain individuals, and entities;

• Impose additional customer identification and due diligence requirements;

• Impose additional reporting or record keeping requirements, or require enhanced transaction monitoring;

• Limit the types of entities capable of providing money transmission services, or impose additional licensing or registration requirements;

• Impose minimum capital or other financial requirements;

• Limit or restrict the revenue that may be generated from transmitting money, processing payments, or factoring receivables, including interest earned on customer funds, transaction fees, and revenue generated from foreign exchange transactions;

• Require enhanced disclosures to customers;

• Limit the number or principal amount of money transmission transactions that may be sent to or from a jurisdiction, whether by an individual or in the aggregate; and

• Restrict or limit the ability of firms to process transactions using a centralized record keeping system located outside of the jurisdiction in which the customer is located, requiring that data associated be localized in the same jurisdiction as the customer.

Any failure or perceived failure to comply with existing or new laws and regulations (including changes to or expansion of the interpretation of those laws and regulations), including those discussed in this risk factor, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and other enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; increase regulatory scrutiny of our business; restrict our operations; force us to change our business practices, make product or operational changes or delay planned product launches or improvements. The foregoing could, individually or in the aggregate, expose us to significant liability, impose significant costs, require us to expend substantial resources, increase the cost and complexity of compliance, damage our brand and business, make our products and services less attractive, result in the loss of customers, limit our ability to grow the business, adversely affect our results of operations, and harm our reputation. The complexity of existing U.S. federal and state and foreign regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving U.S. and international regulatory environment, could result in a single event giving rise to a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. We have implemented policies and procedures designed to help ensure compliance with applicable laws, and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations.

We have obtained licenses to operate in multiple jurisdictions around the world. Payoneer holds licenses in the United States, Europe, Japan, Australia, and Hong Kong. From time to time, we interact with our regulators concerning the interpretation or application of certain regulatory requirements. In addition, we are obligated to self-report when we exceed the parameters or constraints of our licenses. In the past, these matters have not had a material adverse effect on our business but no assurance can be given that future disagreements or disputes will not have a material adverse of our business.

In the United States, we are licensed as a money transmitter (or its equivalent) in the states where it is required, as well as in the District of Columbia and Puerto Rico. As a licensed money transmitter, Payoneer is subject to restrictions with respect to its investment of customer funds, reporting requirements, bonding requirements and inspection by state regulatory agencies. Accordingly, if we violate these laws or regulations, we could be subject to liability and/or additional restrictions, forced to cease doing business with residents of certain states, forced to change our business practices or be required to obtain additional licenses or regulatory approvals that could impose substantial costs.

We provide our services to customers in the European Economic Area through our Irish subsidiary, Payoneer Europe Limited (“Payoneer Europe”). Payoneer Europe is licensed by the Central Bank of Ireland as an e-money institution and has completed the “passport” notification processes in all European Economic Area countries.

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Accordingly, we are subject to significant fines or other enforcement action if we violate the disclosure, reporting, anti-money-laundering, capitalization, fund management, corporate governance, privacy, data protection, information security, banking secrecy, taxation, sanctions, or other requirements imposed on Irish e-money institutions. The regulators in any country in which we operate could seek to persuade the regulators that have granted us a license to require us to operate through a local branch. In addition, European Union laws and regulations are typically subject to different and potentially inconsistent interpretations by the countries that are members of the European Union. Such actions can make compliance more costly and operationally difficult to manage.

In Japan, we provide our services through Payoneer Japan Ltd. (“Payoneer Japan”). Payoneer Japan is licensed as a Registered Fund Transfer Service Provider. Accordingly, we are subject to significant fines or other enforcement action if we violate the disclosure, reporting, anti-money-laundering, capitalization, fund management, corporate governance, privacy, data protection, information security, banking secrecy, taxation, sanctions, or other requirements imposed on Japanese fund transfer service providers.

In Australia, we serve our customers through Payoneer Australia Pty. Ltd. (“Payoneer Australia”), which is licensed by the Australian Securities and Investments Commission as a provider of a non-cash payment product. Accordingly, Payoneer Australia is subject to significant fines or other enforcement action if it violates the product disclosure, reporting, anti-money laundering, capitalization, privacy, corporate governance or other requirements imposed on Australian providers of non-cash payment products.

In Hong Kong, Payoneer Hong Kong Limited (“Payoneer Hong Kong”) is licensed as a Licensed Money Service Operator. Accordingly, Payoneer Hong Kong is subject to significant fines or other enforcement action if it violates the product disclosure, reporting, anti-money laundering, capitalization, privacy, corporate governance or other requirements imposed on Hong Kong money service operators.

In India, we are registered as an Online Payment Gateway Service Provider, approved by the Reserve Bank of India, for the purpose of facilitating certain import and export payments for Indian residents. We are required to periodically renew our registration as an Online Payment Gateway Service Provider.

In many of the markets in which we do business, we serve our customers through a company licensed in a different jurisdiction. It is unclear and uncertain whether our services are subject only to the jurisdictions in which they are licensed or if our services are subject to the law in which our customer is based. We have been and expect to continue to be required to apply for various licenses, certifications and regulatory approvals in countries other than ones in which we have already obtained a license. There can be no assurance that we will be able to obtain such licenses in the future, and the failure to obtain such licenses could have material adverse effect on our business. Even if we can obtain such licenses, there are substantial costs and potential product changes involved in maintaining such licenses, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, or corporate governance requirements.

In many other countries it may not be clear whether we are required to be licensed as a payment services provider, financial institution or otherwise. In such markets, we may rely on local banks to process payments and conduct foreign exchange in local currency. Local regulators may use their power to slow or halt payments to our customers in those jurisdictions. Such regulatory actions or the need to obtain licenses, certifications or other regulatory approvals could impose substantial costs and involve considerable delay in the provision or development of our services in a given market, or could require significant and costly operational changes or prevent us from providing any services in a given market.

As we expand and localize our international activities, we are increasingly becoming obligated to comply with the laws of the countries or markets in which we operate. In addition, because our services are accessible worldwide and we facilitate sales of goods and provide services to customers worldwide, one or more jurisdictions may claim that we or our customers are required to comply with their laws.

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Our results of operations may be adversely affected as a result of any decrease in revenue from customers operating in China as a result of regulatory changes or occurrences under other risk factors discussed herein. As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could exacerbate the other risks set forth herein.

Our operations in China generated approximately 37% of our revenue for the year ended December 31, 2020. This geographic concentration in our business creates exposure to local economies and politics, and regional downturns. As a result, the Company’s business is currently more susceptible to regional conditions in China than the operations of more geographically diversified competitors, and the Company is vulnerable to economic downturns or changing political landscapes in China and the Hong Kong Special Administrative Region. Any unforeseen events or circumstances that negatively affect these areas could materially adversely affect the Company’s financial condition or results of operations.

We currently support customers from China through our partnerships with banks and licensed payment providers that are regulated by the People’s Republic of China and are licensed by the People’s Bank of China (the “PBOC”) and the State Administration of Foreign Exchange. As a result, we do not currently hold a license to operate in China. However, given the importance of Chinese customers to our business and our desire to establish a robust platform in the region, in 2019 our Israeli subsidiary, Payoneer Research & Development Ltd., established a joint venture company with Chinese partners to further enhance our regulatory infrastructure in relation to customers operating in China. The joint venture company is in the process of applying for a domestic license as a payment service provider with the PBOC. There is no guarantee that the PBOC will grant a license to our joint venture and to the extent the PBOC does grant a license, the scope or duration of any such license may be limited. In the future the PBOC may require foreign companies that provide services to Chinese businesses to have a local license, and should that be required a failure by Payoneer to secure such a license or to secure a license for our joint venture could have a material adverse effect on our business. Even if we can obtain such license, there are substantial costs and potential product changes involved in maintaining such license, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, or corporate governance requirements. Any change in regulation or legal requirements in China that restricts the services we can provide to customers operating in China may lead to a decrease in revenue and adversely affect our results of operation and financial condition.

Failure to comply with anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, could subject us to penalties and other adverse consequences.

We are subject to various anti-money laundering, anti-bribery, economic and trade sanctions regulations and similar laws, and our failure to comply with such laws and regulations could subject us to could subject us to penalties and other adverse consequences.

U.S. and other regulators globally continue to increase their scrutiny of compliance with these obligations, which requires us to continually monitor and update our compliance program, including the procedures we use to verify the identity of our customers and to monitor international and domestic transactions. Many countries in which we operate also have anti-money laundering and counter-terrorist financing laws and regulations, and we have been and continue to be required to make changes to our compliance program in various jurisdictions in response. The European Commission, for example, has proposed revisions to the Anti-Money Laundering Directives, which could make compliance more costly and operationally difficult to manage. Regulators regularly re-examine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers and any change in such thresholds could result in greater costs for compliance.

We rely on technical programs and third-party providers to monitor our compliance with the laws and regulations to which we are subject. Such technical programs require us to timely update the programs to account for any relevant changes in laws or regulations. If we fail to update the technical programs correctly or in a timely manner, the technical programs may fail to flag conduct that violates existing laws or regulations, which may subject us to government investigation, fines or reputational damage and could have a material adverse effect on our business, financial condition and results of operations.

We routinely report to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“) on payments we have rejected or blocked pursuant to OFAC sanctions regulations and on any possible violations of those regulations. Any transactions we process in violation of OFAC sanctions regulations could result in claims or

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actions against us including litigation, injunctions, damage awards, fines or penalties, or require us to change our business practices that could result in a material loss, require significant management time, result in the diversion of significant operational resources or otherwise harm our business. Violation of OFAC sanctions regulations that OFAC determines to be egregious can result in significant statutory penalties in addition to harm to our reputation. We have made in the past, and may make in the future, disclosures related to potential violations of OFAC sanctions regulations. For example, in February 2016, we submitted a disclosure to OFAC about certain payments to the Crimea region of Ukraine and other OFAC target countries, which has since been under OFAC’s review. OFAC has recently provided us with an informal settlement offer which we are assessing and which will likely result in a monetary settlement.

We may operate our business in foreign countries where companies often engage in business practices that are prohibited by United States and other regulations applicable to us. We are subject to anti-corruption laws and regulations, including the Foreign Corrupt Practices Act (“FCPA”) and other laws that prohibit the making or offering of improper payments to foreign government officials and political figures, including anti-bribery provisions enforced by the Department of Justice. These laws prohibit improper payments or offers of payments to foreign governments and their officials and political parties by the United States and other business entities for the purpose of obtaining or retaining business. We have implemented policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions under such laws and regulations; however, there can be no assurance that all of our employees, consultants and agents, including those that may be based in or from countries where practices that violate U.S. or other laws may be customary, will not take actions in violation of our policies, for which we may be ultimately responsible.

Our failure to manage our customer funds properly could harm our business.

We hold a substantial amount of funds belonging to our customers, including balances in customer accounts and funds being remitted to our customers as sellers of goods and services. In certain jurisdictions where we operate, we hold, and in certain jurisdictions are required to hold and segregate, eligible liquid assets equal to at least 100% of the aggregate amount of all customer balances held by our licensed entity in such jurisdiction. Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable liquid asset requirements and applicable regulations requires a high level of internal controls. As our business continues to grow and we expand our product offerings, we must continue to strengthen our associated internal controls. Our success requires our customers’ confidence in our ability to properly manage customer balances and handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to appropriately manage our customer funds in compliance with applicable regulatory requirements could result in reputational harm, lead customers to discontinue or reduce their use of our products, and result in significant penalties and fines and additional restrictions, which could materially harm our business.

Our business is subject to complex and evolving regulations and oversight, in relation to privacy and data protection. Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm.

As part of our business, we collect PII, also referred to as personal data or personal information, and other potentially sensitive and/or regulated data from our customers and the vendors we work with. Laws and regulations in the United States, Europe and around the world restrict how personal information is collected, processed, stored, transferred, used and disclosed, as well as set standards for its security, implement notice requirements regarding privacy practices, and provide individuals with certain rights regarding the use, disclosure and sale of their protected personal information. Several foreign jurisdictions, including the EU and the United Kingdom, have laws and regulations which are more restrictive in certain respects than those in the United States. For example, the EU General Data Protection Regulation, or GDPR, which came into force on May 25, 2018, implemented stringent operational requirements for the use of personal data. In addition, the European e-Privacy Directive currently requires EU member states to regulate marketing by electronic means and the use of web cookies and other tracking technology. Each EU member state has transposed the requirements of these directives into its own national data privacy regime, and therefore the laws may differ between jurisdictions. This directive is under reform and is expected to be replaced by a regulation which should provide consistent requirements across the EU.

The GDPR (and GDPR as it forms part of retained European law (as defined in the European Union (Withdrawal) Act 2018) (UK GDPR)), introduced more stringent requirements (which will continue to be interpreted through guidance and decisions over the coming years) and requirements on organizations to erase or change an

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individual’s information upon request, implement mandatory data breach notifications and applies new obligations on service providers and strict protections on how data may be transferred outside of the European Economic Area (EEA). Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States. Most recently, on July 16, 2020, the Court of Justice of the EU struck down a permitted personal data transfer mechanism between the EEA and the United States, invalidating the use of the EU-U.S. Privacy Shield Framework and further casting doubt on the use of another main transfer mechanism, the EU standard contractual clauses.

In addition, the transition period for the United Kingdom’s withdrawal from the European Union expired at the end of 2020. As a result, we will also need to comply with UK data protection laws (in addition to the EU GDPR) and the United Kingdom will become a “third country” for the purposes of data transfers under the GDPR. These changes may require us to find alternative solutions for the compliant transfer of personal data into (and possibly from) the United Kingdom.

In the United States, both the federal and various state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, California enacted the California Consumer Privacy Act, or CCPA, which became enforceable by the California Attorney General on July 1, 2020, and requires new disclosures to California consumers, imposes new rules for collecting or using information about minors, and affords consumers new abilities to opt out of certain disclosures of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The effects of the CCPA, its implementing regulations, and uncertainties about the scope and applicability of exemptions that may apply to our business, are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply. Additionally, a ballot initiative from privacy rights advocates that augments and expands CCPA was passed by California voters during the November 2020 election, which will strengthen privacy laws in California and create a new privacy regulatory agency in the state.

As these and other laws and regulations may continue to evolve and be enacted, or new interpretation of existing laws and regulations apply, it may require us to modify our data processing practices, agreements and policies and to incur substantial costs in order to comply with this ever evolving regulatory landscape. Restrictions on the collection, use, sharing or disclosure of PII or additional requirements and liability for security and data integrity could require us to modify our solutions and features, possibly in a material manner, could limit our ability to develop new services and features and could subject us to increased compliance obligations and regulatory scrutiny. We take a variety of technical and organizational security measures and other measures to protect the data we process, including data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

Non-compliance with data protection and privacy requirements may result in regulatory fines (which for certain breaches of the GDPR are up to the greater of 20 million Euros or 4% of total global annual turnover), regulatory investigations, reputational damage, orders to cease/ change our processing of our data, enforcement notices, and/or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

General Risks Related to Payoneer

From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.

We are involved in various litigation matters from time to time. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations.

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The failure to attract and retain key personnel could have a material adverse effect on our business.

We depend on the experience, skill and contributions of our senior management and other key employees. If we fail to attract, motivate and retain highly qualified management, technical, compliance and sales personnel, our future success could be harmed. Our senior management provides strategic direction for our company, and if we lose members of our leadership team, our management resources may have to be diverted from other priorities to address this loss. Our products and services require sophisticated knowledge of the financial services industry, applicable regulatory and industry requirements, computer systems, and software applications, and if we cannot hire or retain the necessary skilled personnel, we could suffer delays in new product development, experience difficulty complying with applicable requirements or otherwise fail to satisfy our customers’ demands.

Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect our business, financial condition or results of operations.

Acquisitions, partnerships and joint ventures are part of our growth strategy. We evaluate and expect in the future to evaluate potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying acquisition, partnership and joint venture targets. In addition, we may not be able to successfully finance or integrate any businesses, services or technologies that we acquire or with which we form a partnership or joint venture. We may not be able to identify suitable acquisition candidates or complete acquisitions in the future, which could adversely affect our future growth; or businesses that we acquire may not perform as well as expected or may be more difficult or expensive to integrate and manage than expected, which could adversely affect our business and results of operations. In addition, the process of integrating these acquisitions may disrupt our business and divert our resources.

In addition, acquisitions outside of the United States often involve additional or increased risks including, for example:

• managing geographically separated organizations, systems and facilities;

• integrating personnel with diverse business backgrounds and organizational cultures;

• complying with non-U.S. regulatory requirements;

• fluctuations in currency exchange rates;

• enforcement and protection of intellectual property in some non-U.S. countries;

• difficulty entering new non-U.S. markets due to, among other things, consumer acceptance and business knowledge of these new markets; and

• general economic and political conditions.

These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may incur unforeseen obligations or liabilities in connection with acquisitions; we may need to devote unanticipated financial and management resources to an acquired business; we may not realize expected operating efficiencies or product integration benefits from an acquisition; we could enter markets where we have minimal prior experience; and we may experience decreases in earnings as a result of non-cash impairment charges.

We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

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Following the completion of the Reorganization, the price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our common stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our results of operations fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Following the completion of the Reorganization, future sales of our common stock, or the perception that such sales may occur, could depress our common stock price.

Following the completion of this transaction, and assuming no redemptions, we will have 348,332,016 shares of common stock outstanding. Sales by us or our shareholders of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could cause the market price of our common stock to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. All of the shares of our common stock issued in connection with this transaction will be freely transferable, except for any shares held by our “affiliates,” without restriction or further registration under the Securities Act.

As of December 31, 2020, we had 657,222 shares available for future grant under our share option plans and 26,157,626 ordinary shares that were subject to share options and restricted share units. Of this amount, 15,370,932 were vested and exercisable as of December 31, 2020.

If we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

As a private company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes Oxley Act of 2002, or Section 404. As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing, implementing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

It is possible that our internal controls over financial reporting are not effective because they cannot detect or prevent material errors at a reasonable level of assurance. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and adversely affect our operating results. In addition, we will be required, pursuant to Section 404, to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, pursuant to Section 404, we will be required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm.

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Furthermore, as a public company, we may, during the course of our testing of our internal controls over financial reporting, or during the subsequent testing by our independent registered public accounting firm, identify deficiencies which would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC significant deficiencies or material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective, and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in the accuracy and completeness of our financial reporting and may negatively affect the trading price of our common stock, and we could be subject to sanctions or investigations by regulatory authorities. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it could negatively impact our business, results of operations and reputation.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board.

We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting, and will be required to disclose material changes in internal control over financial reporting on an annual basis.

We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.

To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

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Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

We will be an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We will be an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of:

• the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation);

• the last day of the fiscal year following the fifth anniversary of our initial registered offering;

• the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

• the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our per share trading price may be materially adversely affected and more volatile.

Our ability to use net operating loss carryforwards and certain other tax attributes may be limited

As of December 31, 2020, Payoneer is expected to have accumulated net operating loss carryforwards which may be available to offset and reduce future taxable income.

Net operating losses that were incurred prior to 2018, are generally available and can be carried forward for 20 years. It is possible that Payoneer will not generate taxable income in time to use these net operating loss carryforwards before their expiration.

Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and subsequent years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law.

In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Tax Code, respectively, and similar provisions of state law. Under those sections of the U.S. Tax Code, if a corporation undergoes an “ownership change,” the

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corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Payoneer has not yet undertaken an analysis of whether the Transaction constitutes an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code.

Risks Related to the Reorganization

FTOC’s Sponsor, officers and directors have agreed to vote in favor the Reorganization, regardless of how FTOC’s public shareholders vote.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial Reorganization, FTOC’s Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares, placement shares or public shares held by them, in favor of FTOC’s Reorganization. FTOC’s Sponsor owns approximately 22.2% of FTOC’s issued and outstanding ordinary shares as of the record date for the Special Meeting. As a result, in addition to FTOC’s initial shareholders’ ordinary shares, we would need only 26,946,641, or 35.7%, of the 75,474,376 public shares outstanding as of the record date to be voted in favor of the Reorganization Proposal (assuming all outstanding shares are voted) in order to have the Reorganization approved. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their ordinary shares in accordance with the majority of the votes cast by FTOC’s public shareholders.

FTOC’s Sponsor, directors, officers and their affiliates may elect to purchase shares from public shareholders in connection with the Reorganization, which may influence the vote on the Reorganization and reduce the public “float” of FTOC’s ordinary shares.

FTOC’s Sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Reorganization, although they are under no obligation to do so. Please see “Information about FTOC — Permitted purchases of FTOC’s securities” for a description of how such persons will determine which shareholders to seek to acquire shares from. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of FTOC’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that FTOC’s Sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with the Reorganization. The purpose of such purchases could be to vote such shares in favor of the Reorganization and thereby increase the likelihood of obtaining shareholder approval or to satisfy the closing condition that requires us to have a minimum amount of cash at the Closing of the Reorganization, where it appears that such requirement would otherwise not be met. This may result in the completion of the Reorganization although it may not otherwise have been possible.

Subsequent to the completion of the Reorganization, New Payoneer may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Payoneer’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Even if FTOC conducts extensive due diligence on Payoneer, FTOC cannot assure you that this diligence will surface all material issues that may be present inside Payoneer, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Payoneer’s business and outside of FTOC’s control will not later arise. As a result of these factors, New Payoneer may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in New Payoneer reporting losses. Even if FTOC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FTOC’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Payoneer’s liquidity, the

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fact that charges of this nature are reported, could contribute to negative market perceptions about New Payoneer or New Payoneer’s securities. In addition, charges of this nature may cause New Payoneer to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by a Payoneer or by virtue of post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the Reorganization could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

Our ability to consummate the Reorganization, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.

In late 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and our ability to consummate the Reorganization could be materially and adversely affected. Furthermore, we may be unable to complete the Reorganization if continued concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts FTOC’s ability to consummate Reorganization will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, particularly the effectiveness and distribution of one or more vaccines, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, FTOC’s ability to consummate the Reorganization, or the operations of the Payoneer business with which we ultimately consummate the Reorganization, may be materially adversely affected.

FTOC has not obtained an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price FTOC is paying for the business is fair to FTOC’s shareholders from a financial point of view.

Since the Reorganization is not with an affiliated entity, FTOC is not required to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company FTOC is seeking to acquire or from an independent accounting firm that the price FTOC is paying for a target is fair to FTOC’s shareholders from a financial point of view, unless FTOC’s Board of Directors cannot independently determine the fair market value of the target business or businesses. Since no opinion has been obtained, FTOC’s shareholders are relying on the judgment of FTOC’s Board of Directors, who determined fair market value based on standards generally accepted by the financial community. Such standards are disclosed in this proxy statement/prospectus under.

Our shareholders will experience immediate dilution due to the issuance of common stock to the Payoneer stockholders as consideration in the Reorganization. Having a minority share position likely reduces the influence that our current shareholders have on the management of the combined company.

Based on Payoneer’s current capitalization, we anticipate New Payoneer issuing (or reserving for issuance) an aggregate of 276,823,091 shares of common stock, subject to adjustment, to the Payoneer stockholders as consideration in the Reorganization, It is anticipated that, upon completion of the Reorganization, assuming no redemptions: (1) FTOC’s public shareholders will own approximately 21.7% of New Payoneer outstanding common stock; (2) the PIPE Investors will own approximately 8.6% of New Payoneer outstanding common stock; (3) the Sponsors will own approximately 5.6% of New Payoneer outstanding common stock; and (4) the current stockholders of Payoneer will own approximately 64.1% of New Payoneer outstanding common stock. In addition, the ownership percentage with respect to the post-Reorganization company does not take into account:

• warrants to purchase common stock that will remain outstanding immediately following the Reorganization; or

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• the issuance of any shares upon completion of the Reorganization under the Incentive Plan (See the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Summary of the Incentive Plan” for more information).

• However, these ownership percentages include founder shares, which will automatically convert into shares of common stock on a one-for-one basis upon the consummation of the Reorganization (such shares of common stock will be subject to transfer restrictions).

If any of FTOC’s ordinary shares are redeemed in connection with the Reorganization, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held immediately following the Closing of the Reorganization by each of our initial shareholders and the Payoneer stockholders will increase. See the section entitled “Summary — Impact of the Reorganization on the Company’s Public Float” and “Unaudited Pro Forma Combined Financial Information” for further information. To the extent that any of the outstanding warrants or options are exercised for shares of New Payoneer common stock, or awards are issued under the proposed Incentive Plan, FTOC’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current shareholders to influence our management through the election of directors following the Reorganization.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If FTOC is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder (as defined in the section of this prospectus captioned “Income Tax Considerations — Certain U.S. Federal Income Tax Considerations — U.S. Holders”) of FTOC’s Class A ordinary shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Accordingly, there can be no assurances with respect to FTOC’s status as a PFIC for FTOC’s current taxable year or any subsequent taxable year. FTOC’s actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine FTOC is a PFIC for any taxable year, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to FTOC’s warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of FTOC’s Class A ordinary shares and warrants. For a more detailed explanation of the tax consequences of PFIC classification to U.S. holders, see the section of this prospectus captioned “Income Tax Considerations — Certain U.S. Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”

Since holders of FTOC’s founder shares and placement units will lose their entire investment in us if FTOC’s initial business combination is not completed, a conflict of interest may arise in determining whether Payoneer is an appropriate target for the Reorganization,

Our initial holders currently own 19,411,094 founder shares, of which they have agreed to forfeit 1,941,109 shares. The founder shares will be worthless if we do not consummate FTOC’s initial business combination. Sponsor has purchased 2,170,000 placement units for an aggregate purchase price of $21.7 million. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination prior to August 28, 2022. If we do not consummate the Reorganization or another initial business combination, Sponsor will realize a loss on the placement units it purchased. As a result, the personal and financial interests of certain of FTOC’s officers and directors, directly or as members of Sponsor, in consummating the Reorganization or another initial business combination, may have influenced their motivation in identifying and selecting Payoneer as the target for the Reorganization and, if the Reorganization is not consummated, may in the future influence their motivation in identifying and selecting a target business for an alternative initial business combination and completing an initial business combination that is not in the best interests of FTOC’s shareholders. Consequently, the discretion of FTOC’s officers and directors, in identifying and selecting Payoneer or another suitable target business combination may result in a conflict of interest when determining whether the terms, conditions and timing of the Reorganization or another initial business combination are appropriate and in the best interest of FTOC’s public shareholders.

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Since Sponsor and FTOC’s officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if FTOC’s initial business combination is not completed, a conflict of interest may arise in determining whether the Reorganization or an alternative initial business combination target is appropriate for FTOC’s initial business combination.

At the Closing of the Reorganization or, if the Reorganization is not consummated, at the closing of an alternative initial business combination, Sponsor and FTOC’s officers and directors, or any entities with which they are affiliated, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on FTOC’s behalf such as identifying Payoneer or any alternative target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on FTOC’s behalf. These financial interests of Sponsor and FTOC’s officers and directors may influence their motivation in identifying and selecting Payoneer or an alternative target business combination and completing the Reorganization or an alternative initial business combination.

We are attempting to complete the Reorganization with a private company about which little information is available, which may result in a business combination that is not as profitable as we suspected, if at all.

We are seeking to effectuate the Reorganization with a privately held company. Very little public information generally exists about private companies, including Payoneer. FTOC’s board of directors was required, and FTOC’s shareholders will be required to evaluate the Reorganization on the basis of limited information and certain information relating to projections and forecasts, which are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them, which may result in the Reorganization being less profitable than we suspected, if at all.

We have a Minimum Cash Condition, which may make it more difficult for us to complete the Reorganization as contemplated.

The Reorganization Agreement provides that Payoneer’s obligation to consummate the Reorganization is conditioned on, among other things, that as of the Closing, the Trust Amount, or the amount of cash available in the trust account into which substantially all of the proceeds of our initial public offering and private placements of our warrants have been deposited for the benefit of New Payoneer, certain of our public shareholders and the underwriters of our initial public offering, after deducting the amount required to satisfy our obligations to our shareholders that exercise their rights to redeem their public shares (each, a “Redemption”) pursuant to the Cayman Constitutional Documents is at least equal to the Minimum Cash Amount.

There can be no assurance that Payoneer could and would waive the Minimum Cash Condition. Furthermore, as provided in the Cayman Constitutional Documents, in no event will FTOC redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Reorganization Agreement, then the Reorganization Agreement could terminate and the proposed Reorganization may not be consummated.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Reorganization, the price of our securities may fluctuate significantly due to the market’s reaction to the Reorganization and general market and economic conditions. An active trading market for our securities following the Reorganization may never develop or, if it develops, it may not be sustained.

The Nasdaq may not list our securities on its exchange, and if they are listed we may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

As a result of the Reorganization, Nasdaq rules require that we apply for the listing of New Payoneer’s common stock and warrants. While we will apply to have New Payoneer’s common stock and warrants listed on the

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Nasdaq upon consummation of the Reorganization, we will be required to meet Nasdaq’s initial listing requirements. We may be unable to meet those requirements. Even if New Payoneer’s securities are listed on the Nasdaq immediately following the Reorganization, we may be unable to maintain the listing of our securities in the future.

If we fail to meet the initial listing requirements and the Nasdaq does not list New Payoneer’s securities on its exchange, or if we are delisted, there could be significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• a limited amount of news and analyst coverage for the combined company; and

• a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

If the combined company’s performance following the Reorganization does not meet market expectations, the price of our securities may decline.

If the combined company’s performance following the Reorganization does not meet market expectations, the price of New Payoneer’s common stock may decline from the price of our common stock prior to the Closing of the Reorganization, The market value of FTOC’s ordinary shares at the time of the Reorganization may vary significantly from the price on the date the Reorganization Agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the Reorganization, Because the number of shares of New Payoneer common stock issued as consideration in the Reorganization will not be adjusted to reflect any changes in the market price of FTOC’s ordinary shares, the value of the shares of New Payoneer common stock issued in the Reorganization may be higher or lower than the value of the same number of shares of FTOC’s ordinary shares on earlier dates.

In addition, following the Reorganization, fluctuations in the price of FTOC’s ordinary shares could contribute to the loss of all or part of your investment. Prior to the Reorganization, there has not been a public market for New Payoneer’s stock, and trading in FTOC’s ordinary shares has not been active. Accordingly, the valuation ascribed to New Payoneer and FTOC’s ordinary shares in the Reorganization may not be indicative of the price that will prevail in the trading market following the Reorganization, If an active market for FTOC’s ordinary shares develops and continues, the trading price of FTOC’s ordinary shares following the Reorganization could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in FTOC’s ordinary shares and FTOC’s ordinary shares may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of New Payoneer’s common stock following the Reorganization may include:

• actual or anticipated fluctuations in New Payoneer’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

• changes in the market’s expectations about operating results;

• New Payoneer’s operating results failing to meet market expectations in a particular period;

• changes in financial estimates and recommendations by securities analysts concerning New Payoneer or the digital payment industry and market in general;

• operating and stock price performance of other companies that investors deem comparable to New Payoneer;

• changes in laws and regulations affecting New Payoneer’s business;

• commencement of, or involvement in, litigation involving FTOC or New Payoneer;

• changes in New Payoneer’s capital structure, such as future issuances of securities or the incurrence of debt;

• the volume of shares of New Payoneer’s common stock available for public sale;

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• any significant change in the board or management;

• sales of substantial amounts of common stock by New Payoneer’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of New Payoneer’s common stock irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Payoneer’s securities, may not be predictable. A loss of investor confidence in the market for companies engaging in digital payments or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common stock also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

FTOC expects to incur significant, non-recurring costs in connection with consummating the Reorganization and related transactions.

FTOC expects to incur significant, non-recurring costs in connection with consummating the Reorganization and related transactions. FTOC will pay all fees, expenses and costs it incurs or are incurred on its behalf in connection with the Reorganization Agreement and the transactions contemplated thereby (including the Reorganization). Additionally, the Reorganization Agreement provides that if the Reorganization is consummated, FTOC will pay all fees, expenses and costs incurred by Payoneer or on Payoneer’s behalf, subject to certain limited exceptions, in connection with the Reorganization Agreement and the transactions contemplated thereby (including the Reorganization). FTOC currently estimates that transaction expenses will be approximately $95 million, including post-Closing expenses that will be paid by the combined company.

You do not have any rights or interests in funds from the trust account, except under certain limited circumstances. If FTOC does not complete the Reorganization, to liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

FTOC’s public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of FTOC’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend FTOC’s amended and restated memorandum and articles of association to (A) modify the substance or timing of FTOC’s obligation to redeem 100% of FTOC’s public shares if we do not complete FTOC’s initial business combination by August 28, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of FTOC’s public shares if FTOC is unable to complete FTOC’s initial business combination by August 28, 2022, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Risks Related to New Payoneer

Our management has not previously managed our business as a public company.

The individuals who will constitute New Payoneer’s management have not previously managed Payoneer’s business as a publicly traded company. Compliance with public company requirements will place significant additional demands on management and will require them to enhance investor relations, legal, financial reporting and corporate communications functions. These additional efforts may strain resources and divert management’s attention from other business concerns, which could adversely affect the business and profitability.

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New Payoneer may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Following the Reorganization, New Payoneer will have the ability to redeem outstanding New Payoneer Public Warrants, as they will be subject to the same terms and conditions as the current FTOC public warrants (subject to adjustment as set forth in the Reorganization Agreement), which currently provide for redemptions at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New Payoneer’s common stock is equal to or exceed $18.00 per share (as adjusted for share sub divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date they send the notice of redemption to the warrant holders. If and when the warrants become redeemable by New Payoneer, they may not exercise their redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or New Payoneer is unable to effect such registration or qualification. New Payoneer will use its best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, following the Reorganization, New Payoneer may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of common stock determined based on the redemption date and the fair market value of New Payoneer’s common stock. Please see “Description of New Payoneer Securities — Redeemable Warrants — Public Shareholders’ Warrants” The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Following the Reorganization, New Payoneer’s management will have the ability to require holders of New Payoneer’s warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If New Payoneer calls the public warrants for redemption after the redemption criteria described elsewhere in this proxy statement/prospectus have been satisfied, New Payoneer’s management will have the option to require any holder that wishes to exercise their warrant (including any warrants held by the Sponsor, FTOC’s former officers or directors, other purchasers of FTOC’s founders’ units, or their permitted transferees) to do so on a “cashless basis.” If New Payoneer’s management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in New Payoneer’s company.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect New Payoneer’s business, investments and results of operations.

New Payoneer is subject to laws and regulations enacted by national, regional and local governments. In particular, it will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on New Payoneer’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on New Payoneer’s business and results of operations.

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Anti-takeover provisions in the Proposed Charter and Delaware law could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our common stock and could entrench management.

The Proposed Charter and Proposed Bylaws may delay or prevent a merger or acquisition that a stockholder may consider favorable by permitting New Payoneer’s Board of Directors to issue one or more series of preferred stock, requiring advance notice for stockholder proposals and nominations and placing limitations on convening stockholder meetings. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm New Payoneer’s stock price. See “Description of New Payoneer Securities.”

Additionally, the Proposed Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of New Payoneer’s Board of Directors to (i) prevent the transfer of capital stock, or the exercise of rights with respect to New Payoneer’s capital stock, if the effect of such transfer or exercise of rights would result in a stockholder holding more than 9.9% of the total issued and outstanding shares of New Payoneer capital stock on a fully diluted basis, and (ii) designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of the combined company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

The Proposed Charter and Proposed Bylaws will provide, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder limitation matters, subject to limited exceptions, which could discourage stockholder lawsuits or limit our stockholders’ ability to bring a claim in any judicial forum that they find favorable for disputes against our directors, officers, other employees or stockholders.

The Proposed Charter and Proposed Bylaws provide and, following the Reorganization will provide that, unless the Company consents in writing to the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any compliant asserting a clause of action arising under the federal securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of the capital stock of New Payoneer shall be deemed to have notice of and consented to the forum provisions in the Proposed Charter and the Proposed Bylaws.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter and Proposed Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Risks Regarding Redemption

The ability of FTOC’s public shareholders to exercise redemption rights with respect to a large number of FTOC’s shares may not allow us to optimize our capital structure.

FTOC has entered into the Reorganization Agreement for Reorganization and does not know how many shareholders may exercise their redemption rights, and therefore has structured the transaction based on FTOC’s expectations as to the number of shares that will be submitted for redemption. The Reorganization Agreement

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requires FTOC to have a minimum amount of cash at Closing and we may need to reserve a portion of the cash in the trust account to meet such requirements. In addition, if a larger number of shares are submitted for redemption than FTOC initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account.

The ability of FTOC’s public shareholders to exercise redemption rights with respect to a large number of FTOC’s shares could increase the probability that Reorganization will be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The Reorganization Agreement requires FTOC to have a minimum amount of cash at Closing. As a result, the probability that the Reorganization would be unsuccessful is increased by the ability of the public shareholders to exercise redemption rights. If the Reorganization is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time FTOC’s shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with FTOC’s redemption until we liquidate or you are able to sell your shares in the open market.

If you or a “group” of shareholders are deemed to hold in excess of 15% of FTOC’s Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of FTOC’s Class A ordinary shares.

FTOC’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of our public shares outstanding, which we refer to as the “Excess Shares.” However, FTOC is not restricting FTOC’s shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Reorganization, Nevertheless, your inability to redeem the Excess Shares will reduce your influence over FTOC’s ability to complete the Reorganization and you could suffer a material loss on your investment if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if FTOC completes the Reorganization, and as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If FTOC is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay FTOC’s debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by FTOC’s shareholders. Furthermore, FTOC’s directors may be viewed as having breached their fiduciary duties to us or FTOC’s creditors and/or may have acted in bad faith, and thereby exposing themselves and FTOC’s company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and FTOC’s directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of FTOC’s share premium account while we were unable to pay FTOC’s debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

If a shareholder fails to receive notice of FTOC’s offer to redeem FTOC’s public shares in connection with the Reorganization, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

FTOC will comply with the proxy rules, when conducting redemptions in connection with the Reorganization, Despite FTOC’s compliance with these rules, if a shareholder fails to receive FTOC’s proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, this proxy statement/prospectus describes the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

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Risks Related to FTOC

We may not be able to complete FTOC’s initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem FTOC’s public shares and liquidate, in which case FTOC’s public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and FTOC’s warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete FTOC’s initial business combination by August 28, 2022. If the Reorganization does not occur, FTOC may not be able to find a suitable target business and complete FTOC’s initial business combination within such time period. If FTOC has not completed its initial business combination within such time period, FTOC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FTOC’s remaining shareholders and FTOC’s Board of Directors, liquidate and dissolve, subject in each case to FTOC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, FTOC’s public shareholders may only receive $10.00 per share, and FTOC’s warrants will expire worthless. In certain circumstances, FTOC’s public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

The exercise price for the public warrants is higher than in many similar blank check company in the past, and, accordingly, the warrants are more likely to expire worthless.

The exercise price of the public warrants is higher than is typical in many similar blank check companies in the past. Historically, the exercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The exercise price for FTOC’s public warrants is $11.50 per share, subject to adjustment as provided herein. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

FTOC’s directors may decide not to enforce the indemnification obligations of FTAC Olympus Sponsor, LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to FTOC’s public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and FTAC Olympus Sponsor, LLC asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, FTOC’s independent directors would determine whether to take legal action against FTAC Olympus Sponsor, LLC to enforce its indemnification obligations. While we currently expect that FTOC’s independent directors would take legal action on FTOC’s behalf against FTAC Olympus Sponsor, LLC to enforce its indemnification obligations to us, it is possible that FTOC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If FTOC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to FTOC’s public shareholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to FTOC’s public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of FTOC’s Board of Directors may be viewed as having breached their fiduciary duties to FTOC’s creditors, thereby exposing the members of FTOC’s Board of Directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to FTOC’s public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as

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either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by FTOC’s shareholders. In addition, FTOC’s Board of Directors may be viewed as having breached its fiduciary duty to FTOC’s creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to FTOC’s public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of FTOC’s shareholders and the per-share amount that would otherwise be received by FTOC’s shareholders in connection with FTOC’s liquidation may be reduced.

If, before distributing the proceeds in the trust account to FTOC’s public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in FTOC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of FTOC’s shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by FTOC’s shareholders in connection with FTOC’s liquidation may be reduced.

If FTOC is unable to consummate FTOC’s initial business combination prior to August 28, 2022, FTOC’s public shareholders may be forced to wait beyond such date before redemption from FTOC’s trust account.

If FTOC is unable to consummate the Reorganization or another initial business combination prior to August 28, 2022, we will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to FTOC’s public shareholders by way of redemption and cease all operations except for the purposes of winding up of FTOC’s affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of FTOC’s amended and restated memorandum and articles of association prior to any voluntary winding up. If FTOC is required to windup, liquidate the trust account and distribute such amount therein, pro rata, to FTOC’s public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond August 28, 2022 before the redemption proceeds of FTOC’s trust account become available to them and they receive the return of their pro rata portion of the proceeds from FTOC’s trust account. We have no obligation to return funds to investors prior to the date of FTOC’s redemption or liquidation unless we consummate FTOC’s initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon FTOC’s redemption or any liquidation will public shareholders be entitled to distributions if FTOC is unable to complete FTOC’s initial business combination.

Past performance by FTOC’s management team and their affiliates may not be indicative of future performance of an investment in FTOC.

Information regarding performance by, or businesses associated with, FTOC’s management team and their affiliates is presented for informational purposes only. Past performance by FTOC’s management, including their affiliates’ past performance, is not a guarantee success with respect to the Reorganization. You should not rely on the historical record of FTOC’s management team or their affiliates as indicative of FTOC’s future performance. Additionally, in the course of their respective careers, members of FTOC’s management team have been involved in businesses and deals that were unsuccessful.

FTOC is dependent upon FTOC’s officers and directors and their departure could adversely affect FTOC’s ability to operate.

Our operations are dependent upon a relatively small group of individuals. We believe that FTOC’s success depends on the continued service of FTOC’s officers and directors, at least until we have completed the Reorganization or another initial business combination. In addition, FTOC’s officers and directors are not required to commit any specified amount of time to FTOC’s affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including completion of the Reorganization or identifying an alternative business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of FTOC’s directors or officers. The unexpected loss of the services of one or more of FTOC’s directors or officers could have a detrimental effect on us.

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INFORMATION ABOUT THE PARTIES TO THE REORGANIZATION

FTOC

FTOC is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding FTOC, see the section entitled “Other Information Related to FTOC” beginning on page 158.

Payoneer

Payoneer is an American financial services company that provides online cross border money transfer, digital payment services and provides customers with working capital. For more information regarding Payoneer, see the section entitled “Business of Payoneer” beginning on page 171.

New Payoneer

New Payoneer, a Delaware corporation, will be the parent company of Payoneer Inc. upon the Closing of the Reorganization.

First Merger Sub

First Merger Sub, a Delaware corporation and wholly owned subsidiary of New Payoneer, was formed in connection with the Reorganization to be merged with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer.

Second Merger Sub

Second Merger Sub, a Delaware corporation and wholly owned subsidiary of New Payoneer, was formed in connection with the Reorganization to be merged with and into Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

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THE SPECIAL MEETING

Overview

This proxy statement/prospectus is being provided to FTOC Shareholders as part of a solicitation of proxies by the FTOC Board for use at the Special Meeting to be convened on , 2021 and at any adjournments or postponements of such meeting. This proxy statement/prospectus is being furnished to FTOC Shareholders on or about , 2021. In addition, this proxy statement/prospectus constitutes a prospectus for New Payoneer in connection with the issuance by New Payoneer of common stock to be delivered to FTOC Shareholders and stockholders of Payoneer in connection with the Reorganization.

Date, Time and Place of the Special Meeting

FTOC has called the Special Meeting for , 2021 at 9:00 a.m., New York City time. Shareholders may attend, vote and examine the list of FTOC shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

Proposals

At the Special Meeting, FTOC Shareholders will vote upon:

• the Reorganization Proposal;

• the Domestication Proposal;

• the Charter Proposal;

• the Incentive Plan Proposal;

• the ESPP Proposal; and

• the Adjournment Proposal.

FTOC’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE REORGANIZATION PROPOSAL AND THE OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING ARE IN THE BEST INTERESTS OF AND ADVISABLE TO THE FTOC SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED ABOVE.

Record Date; Outstanding Shares; Shares Entitled to Vote

FTOC has established the close of business on , 2021 as the “record date” for determining FTOC Shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on , 2021, there were FTOC Shares outstanding and entitled to vote. Each FTOC Share is entitled to one vote per share at the Special Meeting.

Quorum

A quorum of FTOC Shareholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of FTOC Shares are present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

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Vote Required and FTOC Board Recommendation

The Reorganization Proposal

FTOC Shareholders are being asked to consider and vote on a proposal to adopt the Reorganization Agreement and thereby approve the Reorganization. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Reorganization. In particular, your attention is directed to the full text of the Reorganization Agreement, which is attached as Annex A to this proxy statement/prospectus and the Reorganization Agreement Amendment, which is attached as Annex A-1.

Approval of the Reorganization Proposal requires the affirmative vote of majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal. The Reorganization cannot be completed unless the Reorganization Proposal is adopted by affirmative vote of majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon.

The Domestication Proposal

FTOC Shareholders are being asked to consider and vote on a proposal to adopt the Domestication Proposal. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Domestication Proposal.

Approval of the Domestication Proposal requires the affirmative vote of a two-thirds majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal. The Domestication cannot be completed unless the Domestication Proposal is adopted by affirmative vote of a two-thirds majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon.

The Charter Proposal

FTOC Shareholders are being asked to consider and vote on a proposal to adopt the Charter Proposal. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Charter Proposal.

Approval of the Charter Proposal requires the affirmative vote of a two-thirds majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

The Incentive Plan Proposal

FTOC Shareholders are being asked to consider and vote on a proposal to adopt the Incentive Plan Proposal. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Incentive Plan Proposal.

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

The ESPP Plan Proposal

FTOC Shareholders are being asked to consider and vote on a proposal to adopt the ESPP Proposal. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the ESPP Proposal.

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Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Adjournment Proposal

If the chairman of the Special Meeting does not adjourn the Special Meeting, FTOC Shareholders may be asked to vote on a proposal to adjourn the Special Meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) due to the absence of a quorum at the Special Meeting, (ii) to prevent a violation of applicable law, (iii) to provide to FTOC Shareholders any supplement or amendment to the proxy statement/prospectus and/or (iv) to solicit additional proxies if FTOC reasonably determines that it is advisable or necessary to do so in order to obtain FTOC Shareholder approval for the Reorganization Agreement and thereby approval of the Reorganization.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FTOC Shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Voting Your Shares

FTOC Shareholders may vote electronically at the Special Meeting by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 or by proxy. FTOC recommends that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.

If your FTOC Shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”

If you are a FTOC Shareholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card but do not mark your card to tell the proxies how to vote, your shares will be voted “FOR” the proposals to adopt the Reorganization Agreement and the other proposals presented at the Special Meeting.

Your shares will be counted for purposes of determining a quorum if you vote:

• via the Internet;

• by telephone;

• by submitting a properly executed proxy card or voting instruction form by mail; or

• electronically at the Special Meeting.

Abstentions will be counted for determining whether a quorum is present for the Special Meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Special Meeting.

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Voting Shares Held in Street Name

If your FTOC Shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your FTOC Shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have discretionary authority to vote on any of the proposals.

Broker non-votes are shares held by a broker, bank or other nominee or intermediary that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee or intermediary is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not generally have voting power on such proposal. Because brokers, banks and other nominees or intermediaries do not generally have discretionary voting with respect to any of the proposals, if a beneficial owner of FTOC Shares held in “street name” does not give voting instructions to the broker, bank or other nominee for any proposal, then those shares will not be present or represented by proxy at the Special Meeting.

Revoking Your Proxy

If you are a FTOC Shareholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by:

• timely delivering a written revocation letter to the Corporate Secretary of FTOC;

• timely submitting your voting instructions again by telephone or over the Internet;

• signing and returning by mail a proxy card with a later date so that it is received prior to the Special Meeting; or

• attending the Special Meeting and voting electronically by visiting https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy.

If you are a non-record (beneficial) FTOC Shareholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Share Ownership and Voting by FTOC’s Officers and Directors

As of the record date, the FTOC directors and officers and their affiliates had the right to vote approximately 21.6 million FTOC Shares, representing approximately 22% of the FTOC Shares then outstanding and entitled to vote at the meeting. FTOC’s initial shareholders (consisting of the Sponsor) and its directors at the time of its initial public offering have entered into a letter agreement with us to vote “FOR” the approval of the Reorganization Proposal “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the ESPP Proposal and “FOR” the approval of the Adjournment Proposal.

Redemption Rights

Public shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for or against the proposed Reorganization or do not vote at the Special Meeting. Any public shareholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the Reorganization,

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including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Reorganization is consummated, the holder will no longer own these shares following the Reorganization.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the shares of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

FTOC’s initial shareholders will not have redemption rights with respect to any FTOC Shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(ii) prior to 12:00 p.m., New York City time, on , 2021, (a) submit a written request to the transfer agent that FTOC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming public shareholder. In the event the proposed Reorganization is not consummated this may result in an additional cost to shareholders for the return of their public shares.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with FTOC’s consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FTOC instruct its transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

If the Reorganization is not approved or completed for any reason, then public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, FTOC will promptly return any public shares previously delivered by public holders.

For illustrative purposes, the cash held in the trust account on February 2, 2021 was $754,775,577 or $9.72 per public share. Prior to exercising redemption rights, public shareholders should verify the market price of FTOC shares as they may receive higher proceeds from the sale of their FTOC shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FTOC cannot assure its shareholders that they will be able to sell their FTOC shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

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If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem your public shares and deliver your FTOC shares (either physically or electronically) to the transfer agent, in each case prior to 12:00 p.m., New York City time, on , 2021, the deadline for submitting redemption requests, and the Reorganization is consummated.

Immediately following the Closing, New Payoneer will pay public shareholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Minority holders of FTOC Shares have appraisal rights in connection with the Reorganization or the reincorporation under Cayman Island law. Minority FTOC shareholders that dissent to the Reorganization are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.

Potential Purchases of Shares and/or Public Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FTOC or its securities, the initial shareholders, Payoneer and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FTOC Shares or vote their FTOC Shares in favor of the Reorganization Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FTOC satisfies the Minimum Cash Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Reorganization. This may result in the completion of our Reorganization in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial shareholders for nominal value.

Costs of Solicitation

FTOC will bear the cost of soliciting proxies from FTOC Shareholders.

FTOC will solicit proxies by mail. In addition, the directors, officers and employees of FTOC may solicit proxies from FTOC Shareholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. FTOC will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of FTOC Shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

FTOC has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. FTOC has agreed to pay Morrow a fee of $37,500, plus disbursements. FTOC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FTOC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares and in obtaining voting instructions from those owners. FTOC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Other Business

FTOC is not aware of any other business to be acted upon at the Special Meeting. If, however, other matters are properly brought before the Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the FTOC Board may recommend.

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Attendance

Only FTOC Shareholders on the record date or persons holding a written proxy for any shareholder or account of FTOC as of the record date may attend the Special Meeting. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically. If you hold your FTOC Shares in your name as a shareholder of record and you wish to attend the Special Meeting, please visit https://www.cstproxy.com/ftacolympusacquisition/sm2021 and enter the control number found on your proxy card. If your FTOC Shares are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Special Meeting, you must obtain a legal proxy from the bank, broker or other holder of record in order to vote your shares electronically at the Special Meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow Sodali LLC, the proxy solicitation agent for FTOC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FTOC.info@investor.morrowsodali.com.

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THE REORGANIZATION PROPOSAL

Structure of the Reorganization

Pursuant to the Reorganization Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) First Merger Sub will merge with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

Consideration

Payoneer Shareholders

The Per Share Merger Consideration Value may be paid or delivered in cash or newly issued shares of New Payoneer common stock based on a $10.00 per share price, as determined by Payoneer, subject to (i) Payoneer’s maintaining a minimum amount of cash immediately following the Closing (determined as set forth in the Reorganization Agreement) and (ii) the cash portion of the Per Share Merger Consideration Value not exceeding 15% of the total Per Share Merger Consideration Value. In addition, subject to the conditions set forth in the Reorganization Agreement, holders of Outstanding Company Equity Securities will be issued, based on such holder’s Pro Rata Share, up to an additional 30,000,000 Earn-Out Shares, (a) 50% of which will be issued if at any time during the first 30 months following the Closing Date, the Closing trading price of the shares of New Payoneer common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the Closing Date, the Closing trading price of the shares New Payoneer common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period. In addition, in connection with a commitment to participate in the PIPE Investment by certain Payoneer stockholders who are (or are affiliated with) a PIPE Investor (as defined below) and agree in writing in a form acceptable to Payoneer to be treated as a “Rollover Holder” under the Reorganization Agreement, the parties agreed to permit the Rollover Holders to receive 100% of the Per Share Merger Consideration Value in the form of newly issued shares of New Payoneer common stock.

FTOC Shareholders

The FTOC Shares held by FTOC shareholders immediately prior to the effective time of the FTOC Merger (the “FTOC Merger Effective Time” and, together with the Payoneer Merger Effective Time, the “Effective Times”) prior to the consummation of the Reorganization will be exchanged, on a one-for-one basis, for shares of New Payoneer common stock upon the consummation of the Reorganization.

The Private Placement

In order to provide for financing of a portion of the consideration for the Reorganization, FTOC and New Payoneer entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, New Payoneer agreed to issue and sell in a private placement an aggregate of 30,000,000 shares of New Payoneer common stock to the PIPE Investors for $10.00 per share, which may be increased by up to 1,300,000 shares of New Payoneer common stock. The Private Placement is expected to close immediately prior to the Closing. For more information regarding the Private Placement, see the section entitled “The Reorganization Proposal — The Private Placement.”

Background of the Reorganization

The terms of the Reorganization Agreement are the result of negotiations between representatives of FTOC and representatives of Payoneer. The following is a brief description of the background of these negotiations and related transactions.

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In August 2020, FTOC consummated its IPO and concurrent private placement. Of the proceeds from the IPO and private placement, approximately $750,000,000 was placed in a trust account established for the benefit of FTOC’s public shareholders at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes (or dissolution expenses if a business combination is not consummated), none of the funds held in the trust account will be released until the earlier of (i) the completion of FTOC’s initial business combination, (ii) the redemption of FTOC’s public shares if it is unable to consummate a business combination within 24 months from the completion of the IPO, or (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Amended and Restated Certificate to modify the substance or timing of FTOC’s obligation to redeem 100% of its public shares if it does not complete its initial business combination within 24 months from the completion of the IPO. The trust proceeds are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

After FTOC’s IPO, its management team commenced an active search for prospective businesses and/or assets to acquire in FTOC’s initial business combination. The FTOC Board and management have extensive experience in the financial services, fintech and technology industries, as well as with operational management and investment and financial analysis. As such, the members of FTOC’s Board and management team believe that they are qualified to conduct and analyze the due diligence required for FTOC to identify a business combination partner. See the section entitled “Information About FTOC — Management” for additional information regarding the experience of FTOC’s Board and management team.

FTOC initially focused its efforts on identifying technology and fintech businesses that power transformation and innovation, although FTOC was not required to limit its activities to any particular industry. In the evaluation of business combination partners, the FTOC Board and management team considered a wide variety of complex factors. The FTOC Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. Important criteria the FTOC Board used in evaluating prospective business transaction opportunities included:

• Recurring revenue.

• Strong management team.

• Opportunities for add-on acquisitions.

• Differentiated business niche.

• Diversified customer and supplier base.

FTOC’s management team employed various strategies in an effort to identify an appropriate target company, including:

• Contacting investment bankers, attorneys, accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and corporate executives.

• Contacting investment banks that might be working with companies looking for exits or funding.

• Contacting private equity and venture capital investment firms that might have portfolio companies they are looking to exit.

• Contacting management and board members of private companies within the management team’s network that may have a need for funding or another interest in pursuing a business combination with FTOC.

• Caucusing FTOC’s officers and directors, as well as their affiliates, for target business candidates of which they become aware through their contacts.

• Conducting Internet research and following companies to find companies that might be looking for funding or a sale.

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Prior to the consummation of FTOC’s IPO, neither FTOC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with FTOC.

From the date of FTOC’s IPO through the signing of the Reorganization Agreement with Payoneer, Betsy Z. Cohen, the Chairman of FTOC’s Board, Ryan Gilbert, FTOC’s Chief Executive Officer and President, Shami Patel, FTOC’s Chief Operating Officer, and Amanda Abrams, Jeffrey Blomstrom, and Dan Long, advisors to FTOC, reviewed target companies identified by representatives of FTOC and its financial advisors, Citigroup Global Markets Inc. (“Citi”) and other financial firms with which representatives of FTOC had relationships. Representatives of FTOC also contacted, and were contacted by, a number of individuals and entities with respect to business combination opportunities. As part of this process, representatives of FTOC considered and evaluated over 30 potential acquisition targets, primarily in the financial technology, technology or financial services sectors, signed 13 non-disclosure agreements, and evaluated illustrative transaction structures to effect a potential business combination with three of these potential acquisition targets (including Payoneer). The non-disclosure agreements included customary terms restricting FTOC’s use and disclosure of information with respect to the counterparty for a specified term, with such information required to be returned or destroyed upon termination thereof and without otherwise restricting FTOC’s activities through a standstill, non-solicitation or any similar provision. In connection with such evaluation, representatives of FTOC had discussions regarding potential transaction structures with the members of management and/or the boards of directors of certain of these potential acquisition targets. From the date of the IPO through November 20, 2020, representatives of FTOC submitted non-binding letters of intent to the two acquisition targets for which it had evaluated illustrative transaction structures (other than Payoneer). FTOC did not further pursue a potential transaction with one of these targets because FTOC and the target in question could not come to an agreement on various terms, including valuation. FTOC signed a letter of intent to pursue a transaction with the second target, a company in the electric vehicle industry, which FTOC refers to as Target A.

On September 7, 2020, Ms. Cohen and Mr. Gilbert had a telephone conversation with Avi Zeevi, Co-Founder of Viola Group and Viola Ventures, who is a member of the board of directors of Payoneer. The discussion topic addressed whether the board of Payoneer would have an interest in a combination with FTOC. With the support of Mr. Zeevi, an email was sent on September 7, 2020 to Scott Galit, Payoneer’s CEO, to engage with Payoneer management.

On September 9, 2020, FTOC executed a non-disclosure agreement with Target A and began its due diligence review of the intellectual property, finances, technology, and organization of Target A. On September 18, 2020, FTOC and Target A executed a non-binding letter of intent outlining the terms of a potential transaction. Following the execution of the non-binding letter of intent, FTOC and its representatives conducted further financial, technology and customer and vendor diligence. In early October 2020, after extensive discussions with Target A, the parties decided not to pursue a potential transaction, primarily due to the inability to come to an agreement on a revised valuation.

On September 10, 2020, Ms. Cohen, Mr. Gilbert and Mr. Galit had a conversation to provide an overview of their respective companies. FTOC and Payoneer agreed to execute a non-disclosure agreement to enable further discussions. After several iterations of negotiation, a non-disclosure agreement was executed by FTOC and Payoneer on September 16, 2020. During this process, Payoneer confirmed that Financial Technology Partners (“FT Partners”) was serving as an investment banking advisor to Payoneer to assist in evaluating potential transactions.

On October 1, 2020, Scott Galit presented an overview of Payoneer’s business and financial position to Mr. Gilbert, Ms. Cohen and Ms. Abrams.

During a conference call on October 27, 2020, Mr. Galit and Michael Levine, the CFO of Payoneer, presented to Ms. Cohen and Mr. Gilbert additional detail regarding Payoneer’s strategy, financial position and growth opportunities.

On November 6, 2020, FTOC began its formal due diligence investigation of Payoneer, with representatives of FTOC receiving access to a data room established by Payoneer with assistance from FT Partners.

On November 8, 2020, Ms. Cohen and Mr. Gilbert discussed a valuation of approximately $3 billion, which was proposed by FTOC, and the structure of a potential transaction, with Payoneer’s lead investment banker, Steve McLaughlin, who is the founder and Managing Partner of FT Partners.

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As part of FTOC’s continued due diligence of Payoneer, Mr. Gilbert received on November 15, 2020 and shared with the FTOC team third party company reports from certain of Payoneer’s external advisors. Representatives of FTOC reviewed comparable companies and performed other industry research.

From November 15 through November 28, 2020, the FTOC team continued to perform due diligence on Payoneer, with Mr. Gilbert overseeing the process and coordinating in-depth discussions with functional heads of Payoneer’s businesses. In anticipation of the formal conversations with Payoneer’s management team, including the CFO, COO, CTO, CLRO, CCO and Head of Banking & Regulatory Infrastructure, Mr. Gilbert gathered questions from the FTOC Team and distributed Payoneer functional presentations to the FTOC Team on November 28, 2020.

On November 20, 2020, Ms. Abrams, on behalf of FTOC, provided FT Partners with an initial non-binding letter of intent (the “LOI”) providing for a proposed $2.75-3.25 billion valuation for Payoneer, $200 million of PIPE financing, at least $350 million of the cash in the transaction to be used to increase cash on the balance sheet of the pro forma company, and a board designee or board observer right for a representative of FTOC’s sponsor. In making this proposal, our management considered that the pro forma ownership of the post-closing company by FTOC shareholders would be a function of the number of shares issued to Payoneer shareholders, which would be determined primarily by the agreed upon valuation and mix of cash and equity consideration payable to Payoneer shareholders, the shares issued to the PIPE investors, and the number of founder shares held by our Sponsor, and determined that the proposed valuation range and use of cash proceeds would provide FTOC public stockholders with an appropriate level of ownership in the pro forma company.

On December 2, 2020, FT Partners provided comments to the LOI, including the addition of a 30-day exclusivity provision, revisions to the transaction structure, removal of the net working capital adjustment, revisions to the allocation of cash and equity consideration with specific amounts to be determined at a later date (and the resulting allocation of equity ownership in the resulting company), addition of an earn-out payable to Payoneer shareholders in three equal tranches vesting at prices of $12, $13.50 and $17 with no sunset on the time period during which the vesting prices must be reached in order for the earn-out shares to be issued, a proposed 10% reduction in the number of founder shares and proposed reduction of an additional up to 30% of founder shares retained by our Sponsor if redemptions reduced available cash in the transaction to less than $750 million, which would reduce dilution from the founder shares to all shareholders of the combined business and further align Sponsor’s equity ownership opportunity with the success of the transaction closing and the maximization of the retention of funds in trust. At such time, the total number of earn-out shares and valuation were not determined but were introduced as a potential solution to bridge a valuation gap between FTOC and Payoneer because it would allow Payoneer shareholders to receive additional consideration if the combined company achieved specific performance milestones. Mr. Gilbert, Ms. Cohen and Ms. Abrams had a call with representatives from FT Partners to discuss proposed revisions, including our management’s position that the earn-out shares should be issued upon a change of control transaction only if the transaction was at a value per share above the applicable vesting price and occurred within a defined time frame.

From December 3 through December 8, 2020, a series of video conference due diligence calls were conducted by the FTOC Team, members of Payoneer management and other representatives of Payoneer, covering various topics that included, among others:

• Technical Due Diligence;

• HR and Global Organization Due Diligence;

• Legal, Compliance and Regulatory Due Diligence;

• Financial Due Diligence; and

• Commercial Due Diligence.

On December 8, 2020, FTOC provided to Payoneer a revised LOI, which included the following material proposed revisions: commencing the exclusivity period concurrent with the PIPE investor outreach, including any derivative securities in the total equity consideration to maintain the initially proposed $3 billion Payoneer valuation, restructuring the proposed Payoneer earn-out from three tranches vesting at $12, $13.50 and $17 per share, to two tranches vesting at $15 and $17 per share, adding a sunset provision requiring that the vesting prices be reached within defined timeframes in order for the Payoneer earn-out shares to be issued, and revising the price points

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at which the founder share lock up would be released to be consistent with the Payoneer earn-out ($15 and $17). Specifically, the LOI provided for up to an additional 30,000,000 Payoneer earn-out shares, (a) 50% of which will be issued if at any time during the first 30 months following the closing of the transaction, the closing trading price of the shares of the new entity is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (b) the remaining 50% of which will be issued if at any time during the first 60 months following the closing of the transaction, the closing trading price of the shares of the new entity is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period. With respect to the provisions relating to the forfeiture of founder shares, the revised LOI retained the concept proposed in the December 2 FT Partners draft that 10% of the founder shares would be forfeited and clarified that the $750 million available cash amount that would trigger an incremental forfeiture of founder shares would be determined by the PIPE proceeds plus cash from our trust account, less cash to redeem FTOC shares at closing.

On December 17, 2020, FT Partners sent FTOC a revised LOI, which included the following proposed revisions: a 45-day exclusivity period that commenced with the signing of the LOI, making the minimum cash condition a closing condition for Payoneer only, and a model of the proposed transaction structure for FTOC’s review and approval.

Also on December 17, 2020, Ms. Cohen, Mr. Gilbert, Ms. Abrams and Mr. Patel had a call to discuss the current status of the proposed transaction, and determined that most terms being proposed were acceptable and that, pending determination of the allocation of cash consideration and cash to the combined company balance sheet, most open items in the LOI seemed to be substantially resolved. The amount of cash that would remain on the balance sheet of the Company and the allocation of cash consideration to the Company shareholders was not yet agreed upon.

On December 18, 2020, Ms. Abrams and Mr. Gilbert had a call with representatives of FT Partners to discuss the proposed legal structure for the transaction and potential tax implications for various shareholder groups.

On December 21, 2020, Ms. Abrams, Mr. Gilbert, Mr. Levine, and each parties’ representatives had a call to further discuss transaction structuring and tax and regulatory implications.

On December 21, 2020, Ms. Abrams had a call with representatives of Morgan, Lewis & Bockius LLP, counsel to FTOC (“Morgan Lewis”), to discuss transaction structure alternatives.

On December 21, 2020, FTOC provided FT Partners with a revised LOI reflecting a 30-day exclusivity period, making the Minimum Cash Condition a Mutual Condition and other minor changes.

On December 23, 2020, Ms. Abrams had a call with representatives of FT Partners to discuss the LOI and propose that the parties sign the LOI and continue assessing transaction structures.

On December 24, 2020, FT Partners provided FTOC with an LOI reflecting working capital calculations that resulted in a nominal increase in the valuation and proposed cash consideration of up to $450 million, with the final amount of cash consideration to be determined by the Company prior to closing. FTOC and FT Partners had a call to discuss the proposed cash consideration. Subsequently, representatives of FTOC had an internal call and determined the cash consideration amount was reasonable in light of the proposed combined company’s capitalization and cash requirements. Representatives of FTOC also considered that the pro forma ownership of the post-closing company by FTOC public shareholders would be a function of the total number of shares issued to Payoneer shareholders, which was primarily determined by the $3 billion valuation of Payoneer and up to $450 million of cash consideration payable to Payoneer shareholders, as well as the number shares issued to the PIPE investors and the number of founder shares retained by our Sponsor taking into account any proposed forfeitures. Based on these facts, representatives of FTOC believed that the proposed ownership of the pro forma company by FTOC public stockholders was reasonable and appropriate.

On December 29, 2020, FTOC and Payoneer executed the LOI.

On December 31, 2020, all parties attended an organizational call. Also on December 31, 2020, representatives of Payoneer, Paul Hastings LLP, regulatory counsel to Payoneer, Morgan Lewis and FTOC held a call to discuss regulatory notice requirements and any impact of such requirements on the transaction timeline and structure.

On January 1, 2021, Ms. Abrams and Mr. Levine discussed transaction structure alternatives.

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On January 5, 2021, representatives of FTOC and Payoneer had an extended discussion to assess the various transaction structure alternatives and determined to pursue the structure of the Reorganization described in this proxy statement/prospectus based on a combination of factors, including the tax implications for Payoneer and FTOC stockholders, regulatory approval requirements and overall impact of the transaction structure on the timing to closing.

From January 5 through 13, 2021, representatives of FTOC and Payoneer, together with FT Partners, Goldman Sachs and Citi, held sessions to review and revise the investor presentation for the PIPE Investment and prepare a recorded video presentation to potential PIPE investors.

On January 6, 2021, Mr. Levine and Ms. Abrams discussed overall transaction timing and the roles of both Citi and Goldman Sachs in the transaction.

On January 8, 2021, representatives of Payoneer and FTOC had a call with Goldman Sachs and Citi to discuss the PIPE fundraising process and investor targeting.

On January 9, 2021, Ms. Abrams and Mr. Levine had a call to discuss the treatment of Payoneer warrants and determined that, if the parties decided to redeem the outstanding FTOC warrants at the Closing, then Payoneer would request that their holders net exercise their warrants at closing.

On January 11, 2021, representatives of Morgan Lewis sent an initial draft of the Reorganization Agreement to Davis Polk & Wardwell LLP, counsel to Payoneer (“Davis Polk”).

On January 13 and 14, 2021, FTOC formally engaged Goldman Sachs and Citi, respectively, as placement agents for the PIPE financing.

On January 15, 2021, FTOC convened a meeting of the FTOC Board to discuss the potential Payoneer transaction and the prospective timeline. In attendance were all members of the FTOC Board, along with Ms. Abrams and Mr. Patel. Ms. Cohen and Mr. Gilbert presented an overview of Payoneer and the potential transaction, including by using a draft investor presentation that had been developed for the PIPE Investment. Ms. Abrams reviewed the proposed transaction structure. The FTOC Board asked questions of management and engaged in discussions regarding the business model and growth prospects and transaction timeline.

From January 19 through January 29, 2021, FTOC and Payoneer held meetings with potential PIPE investors and the parties negotiated PIPE subscription agreements with investors.

On January 20, 2021, Davis Polk provided proposed revisions to the Reorganization Agreement, including numerous changes to the representations and warranties and covenants, deleting the condition requiring that the PIPE financing be funded substantially concurrently with the closing, making the minimum cash condition a closing condition for Payoneer only and adding a provision allowing FTOC to terminate if voting agreements with certain signatories were not executed and delivered within ten Business Days following signing in lieu of the requirement that such agreements be delivered to FTOC at signing.

On January 25, 2021, FTOC engaged Steffen Frederiksen as an outside consultant to assist FTOC in further assessing and conducting diligence on Payoneer’s technology platform. Mr. Frederiksen’s agreed to work with FTOC to assess Payoneer’s technology platform, technical organization, product development, security and technical maintenance capabilities, and whether there were any potential areas of improvement in the overall technical infrastructure of Payoneer.

Also on January 25, 2021, Morgan Lewis circulated a revised Reorganization Agreement to Davis Polk, which included the following material proposed revisions: the reinstatement of the minimum cash condition as a mutual condition to closing and the addition of a covenant that FTOC and Payoneer use commercially reasonable efforts to ensure that transaction costs do not exceed an agreed upon cap.

On January 29, 2021, Davis Polk provided proposed revisions to the Reorganization Agreement, including that certain vested options would be cancelled in exchange for the right to receive a portion of the cash consideration and providing the Sponsors a board observer right instead of a board designee. Ms. Abrams, Ms. Cohen and Mr. Gilbert discuss the proposed New Payoneer Board of Directors composition and agreed that the existing members of the Payoneer board of directors (the “Payoneer Board”) would continue to serve on the Board of Directors following closing.

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On January 30, 2021, FTOC executed an engagement letter to engage Goldman Sachs as its financial advisor. Throughout the process, the placement agents provided assistance to FTOC and its management team with respect to the PIPE Investment, but did not, in their capacity as placement agents, prepare any formal written reports or presentations for FTOC’s management or the FTOC Board proposing a valuation of Payoneer.

Also on January 30, 2021, representatives of Goldman Sachs, Citi, FTOC and Payoneer had a call to discuss investor indications and allocations for the PIPE investment and proposed transaction announcement timeline. Given the strong investor demand, the parties determined to increase the amount of the PIPE financing from $200 million to $300 million.

From January 30 through February 3, 2021 the parties negotiated the Reorganization Agreement and the ancillary agreements thereto, including the Amended and Restated Registration Rights Agreement and Sponsor Share Surrender and Share Restriction Agreement.

On January 31, 2021, Morgan Lewis circulated a revised draft of the Reorganization Agreement, including minor changes to the representations and warranties and covenants and the reinstatement of the condition requiring that the PIPE financing be funded substantially concurrently with the closing.

On February 1, 2021, FTOC convened a meeting of its board of directors. All members of the board were present and Ms. Abrams and representatives of Morgan Lewis and Goldman Sachs also attended. Representatives of management provided an overview of the proposed transaction and its due diligence findings and an overview of the proposed transaction documentation, and answered questions from the FTOC Board. Representatives of Goldman Sachs presented the FTOC Board with analysis of certain comparable companies and other financial information and information regarding the PIPE Investment. Representatives of Morgan Lewis provided the FTOC Board an overview of the legal due diligence investigation of Payoneer and the terms of the Reorganization Agreement. Following review and discussion, the Reorganization Agreement and related documents and agreements were unanimously approved by the FTOC Board, subject to final negotiations and modifications, and the FTOC Board determined to recommend the approval of the Reorganization Agreement to the shareholders of FTOC. In making this determination, the FTOC Board considered, among other things, the factors set forth below under “— Reasons for the Approval of the Reorganization.”

Also on February 1, 2021, Davis Polk provided proposed revisions to the Reorganization Agreement, which included reworking various definitions that are components of calculation of the consideration to be received by the Payoneer equity holders.

On February 2, 2021, Mr. Levine and Ms. Abrams discussed the proposed changes to the allocation of cash in the transaction between stockholder cash consideration and cash to the combined company balance sheet. Mr. Levine and Ms. Abrams discussed the cash consideration to Payoneer stockholders and vested optionholders being capped at 15% of the transaction consideration. Ms. Abrams and other representatives of FTOC discussed and determined that the proposed terms did not significantly vary from the originally proposed deal structure. The new terms were agreed upon and incorporated into the Reorganization Agreement.

From February 2 through 3, 2021, updated drafts of the Reorganization Agreement, other definitive transaction documentation and PIPE subscription agreements were shared with and agreed to by the parties.

On February 3, 2021, the parties executed the Reorganization Agreement, and FTOC and Payoneer issued a press release publicly announcing the transaction.

On February 16, 2021, the parties executed the Reorganization Agreement Amendment.

The parties have continued and expect to continue regular discussions regarding the timing to consummate the Reorganization.

FTOC’s Board of Directors’ Reasons for the Approval of the Reorganization

The FTOC Board met telephonically on February 1, 2021 to, among other things, discuss a potential business combination with Payoneer, and, unanimously approved the Reorganization and the Reorganization Agreement. Prior to reaching the decision to approve the Reorganization and the Reorganization Agreement, the FTOC Board consulted with FTOC’s management, as well as with its legal and financial advisors. In making its determination

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with respect to the Reorganization, the FTOC Board also reviewed various industry and financial data, including Payoneer’s existing business model and historical and projected financial information, and various valuation analyses. The FTOC Board also considered the results of management’s due diligence review of Payoneer, which took place over an approximately three-month period and continued through the signing of the Reorganization Agreement, including extensive meetings and calls with Payoneer’s management team regarding operations and projections; review of Payoneer’s material contracts, intellectual property matters and employment matters; financing and accounting due diligence; tax due diligence; engaging and consulting third-party experts and financial advisors, including Goldman Sachs and Steven Elefant, a technology advisor; and other legal due diligence with assistance from FTOC’s legal counsel, before determining that the Reorganization was in the best interest of FTOC.

The FTOC Board and management have extensive experience in the financial services and financial technology industries, as well as with operational management, and investment and financial analysis. As such, the members of the FTOC Board and management team believe that they are qualified to conduct and analyze the due diligence required for FTOC to identify an acquisition partner. See “Information About FinTech — Management” for additional information regarding the experience of FTOC’s Board and management team.

The FTOC has been conducting a search for a business combination partner since FTOC’s IPO in August of 2020. In its evaluation of business combination partners, the FTOC Board and management team considered a wide variety of complex factors. The FTOC Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision.

In its search for a business combination partner, the FTOC Board and management believed the following considerations, which FTOC identified in the prospectus for its IPO offering, to be important factors in identifying an acquisition candidate:

• Recurring revenue. Acquiring one or more businesses or assets that have a history of, or potential for, strong, sustainable recurring and predictable revenue streams.

• Strong management team. Acquiring one or more businesses or assets that have strong, experienced management teams or those that provide a platform for us to assemble an effective and experienced management team. Focusing on management teams with a proven track record of driving revenue growth, enhancing profitability and creating value for their shareholders.

• Opportunities for add-on acquisitions. Acquiring one or more businesses or assets that can grow both organically and through acquisitions.

• Differentiated business niche. Acquiring on one or more businesses or assets that have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors.

• Diversified customer and supplier base. Acquiring one or more businesses or assets that have a diversified customer and supplier base, which are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.

In considering the Reorganization, the FTOC Board determined that Payoneer met all of the above criteria. In particular, the FTOC Board considered the following positive factors, although not weighed or in any order of significance:

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key Payoneer executives, will continue with the merged company following the Transaction to pursue execution of Payoneer’s strategic and growth goals. For additional information regarding Payoneer’s executive officers, see “Information about Payoneer — Executive Officers.”

• Diversified customer and supplier base. Although the FTOC Board determined that a diversified supplier base was not a relevant factor given the business to be acquired, Payoneer satisfied the criteria relating to a diversified customer base as its cross border services span various industries across more than 190 countries and more than five million marketplaces, enterprises and small and medium businesses, with customers and partners that vary from global digital payment providers, to local niche businesses to large banks.

In considering the Reorganization, the FTOC Board also considered certain potential deterrent factors to the Reorganization, including the following factors, although not weighed or in any order of significance:

• the risk that the announcement of the Reorganization and potential diversion of Payoneer’s management and employee attention may adversely affect Payoneer’s operations;

• the risk that certain key employees of Payoneer might not choose to remain with Payoneer post-Closing;

• the risk that the FTOC Board may not have properly valued Payoneer’s business;

• the risk of competition in the industry, including the potential for new entrants;

• the risks associated with the electronic payment processing industry in general, including as it relates to COVID-19;

• the risk associated with macroeconomic uncertainty, including as it relates to COVID-19, and the effects it could have on Payoneer’s revenues;

• the risk that the Reorganization might not be consummated in a timely manner or that the closing of the Reorganization might not occur despite the parties’ efforts, including by reason of a failure to obtain the approval of FTOC’s shareholders;

• the risk that the FTOC does not obtain the proceeds of the PIPE Financing or, that some of the current FTOC public shareholders exercise their redemption rights, resulting in FTOC being unable to retain sufficient cash in the Trust Account to meet the requirements of the Reorganization Agreement;

• the inability to maintain the listing of New Payoneer’s securities on the relevant U.S. stock exchange following the Reorganization;

• the risk of failure to satisfy the conditions to Closing (to the extent not waived by the parties);

• the significant fees and expenses associated with completing the Reorganization and the substantial time and effort of management required to complete the Reorganization;

• the potential conflicts of interest of the Sponsors and FTOC’s officers and directors in the Reorganization; and

• the other risks described in the “Risk Factors” section of this proxy statement/prospectus.

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The FTOC Board concluded that these risks could be managed or mitigated by FTOC or were unlikely to have a material impact on the Reorganization or FTOC, and that, overall, the potentially negative factors or risks associated with the Reorganization were outweighed by the potential benefits of the Reorganization to FTOC and its shareholders. The FTOC Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The foregoing discussion of material factors considered by the FTOC Board is not intended to be exhaustive but does set forth the principal factors considered by the FTOC Board.

The FTOC Board also considered whether members of its management and board may have interests in the Reorganization that are different from, or are in addition to, the interests of its shareholders generally, including the matters described under “— Interests of FTOC’s Directors and Officers in the Reorganization.” However, FTOC’s Board concluded that (i) these interests were disclosed in FTOC’s IPO prospectus and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, (iii) FTOC’s shareholders will have the opportunity to redeem their public shares in connection with the Reorganization and (iv) FTOC ordinary shares held by FTOC’s officers, directors and other initial shareholders are subject to transfer restrictions following the Reorganization. See “— The Reorganization Agreement — Ancillary Agreements Related to the Reorganization” and “Description of our Securities — Founder Shares” for a description of these transfer restrictions.

Satisfaction of 80% Test

After consideration of the factors identified and discussed in the section entitled “The Reorganization Proposal — FTOC’s Board of Directors Reasons for the Approval of the Reorganization,” FTOC’s board of directors concluded that the Reorganization met all of the requirements disclosed in the prospectus for its initial public offering with respect to FTOC’s initial business combination, including that the transaction had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Reorganization Agreement.

Certain Payoneer Forecasts

Payoneer does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the reorganization process, certain financial forecasts for fiscal years 2021 and 2022 were prepared by Payoneer’s management and made available to FTOC (the “Payoneer projections”).

The Payoneer projections include projections of revenue, transaction profit, and operating income. Projected revenue is based on a variety of financial and operational assumptions, including organic volume and revenue growth from existing customers based upon historical growth trends, volume and revenue from new customers based upon prior cohort trends, and Payoneer’s ability to up-sell new services amongst other factors. Projected revenue does not include any amounts for acquisitions or new services, other than expansion and organic growth of existing services. Projected transaction profit is driven by several factors including but not limited to volume growth, revenue growth, interest income, vertical mix shift and growing domestic payments, mix shift to larger customers and targeted pricing investments. Payoneer expects transaction profit to remain relatively consistent with prior periods as a percent of revenue. Projected operating income is driven by operating expenses, which may include research and development expenses, sales and marketing expenses, general and administrative expenses, and depreciation and amortization expenses. Payoneer has historically, and continues to, significantly invest to expand is global footprint, customer base, and its service offering.

The financial projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Payoneer’s business, all of which are difficult to predict and many of which are beyond Payoneer’s and FTOC’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections beginning on pages 45 and 5 of this proxy statement/prospectus, respectively.

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The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of Payoneer’s management, the financial projections were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Payoneer.

The financial projections included in this document has been prepared by Payoneer’s management for use in the US offering. Such information is the sole responsibility of Payoneer’s management. Payoneer’s independent registered public accounting firm Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying projection financial information for the purpose of its inclusion herein, and, accordingly, Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited does not express an opinion or any other form of assurance with respect thereto. The Kesselman & Kesselman report included in this document relates solely to Payoneer’s previously issued financial statements. It does not extend to the projected financial information and should not be read to do so.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the Payoneer projections is provided in this proxy statement/prospectus because the projections were made available to FTOC and in connection with their review of the reorganization. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that FTOC, Payoneer, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Reorganization Proposal. The financial forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE PAYONEER PROJECTIONS, FTOC UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Payoneer projections

($ in millions)	2021P		2022P
Revenue	432		540
Transaction Profit(1)	311		389
Total Operating Expenses	361		434
Operating Income (Loss)	(50	)	(45	)

____________

(1) Transaction Profit is a non-GAAP metric and Payoneer defines it as Revenue less Transaction Costs.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures as used in the above may not be comparable to similarly titled amounts used by other companies or persons, because they may not calculate these non-GAAP measures in the same manner.

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Interests of FTOC’s Directors and Officers in the Reorganization

In considering the recommendation of our board of directors in favor of approval of the Reorganization Proposal, it should be noted that our directors and officers have interests in the Reorganization that are different from, or in addition to, your interests as a FTOC Shareholder. These interests include, among other things:

• If we are unable to complete our initial business combination by August 28, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by August 28, 2022. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000. In accordance with the terms of the Sponsor Share Surrender and Share Restriction Agreement, upon the Closing, such founder shares, together with the 2,170,000 shares contained in the placement units purchased by the Sponsors in a private placement simultaneously with the closing of our initial public offering, will be exchanged for an aggregate of 21,581,094 shares of New Payoneer common stock, 1,941,109 of which will be forfeited and 11,646,656 shares of New Payoneer common stock held by the Sponsors immediately following the Effective Times shall be subject to transfer restrictions. Such transfer restrictions will be lifted for 5,823,328 of the Sponsors shares when the closing share price of New Payoneer’s common stock exceeds $15.00 for 20 out of any 30 consecutive trading days. The remaining 5,823,328 shares will no longer be subject to transfer restrictions when the closing share price of New Payoneer’s common stock exceeds $17.00 for 20 out of any 30 consecutive trading days.

• Simultaneously with the closing of our initial public offering, we consummated the sale of 2,170,000 placement units at a price of $10.00 per unit to our Sponsor. The private placement warrants, which are included in the private placement units, are each exercisable commencing 30 days following the Closing for one share of FTOC Class A ordinary shares at $11.50 per share. In accordance with the terms of the Sponsor Share Surrender and Share Restriction Agreement, our initial shareholders will surrender all 723,333 private placement warrants at Closing. If we do not consummate a business combination transaction by August 28, 2022, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of approximately $ based upon the closing price of $ per warrant on Nasdaq on , 2021.

• The Sponsor and our officers and directors will lose their entire investment in us if we do not complete a business combination by August 28, 2022. will continue to serve as a director of New Payoneer after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Payoneer Board of Directors determines to pay to its directors.

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• Following the consummation of the Reorganization, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

• Following the Closing and assuming no redemptions, we expect the Sponsor to hold approximately 5.6% of the outstanding shares of New Payoneer common stock

Indemnification

Pursuant to the terms of the Reorganization Agreement, for six years from the Payoneer Merger Effective Time, New Payoneer must indemnify each individual who is at the effective date of the Reorganization a director or officer of New Payoneer against claims, costs and damages incurred as a result of such director or officer serving as a director or officer of New Payoneer, to the fullest extent permitted under the DGCL. Each such person will also be entitled to advancement of expenses incurred in the defense of such claims, provided that such person provides an undertaking required by applicable law to repay such advancement if it is ultimately determined that such person is not entitled to indemnification. New Payoneer must also purchase an insurance policy, effective as of the Closing of the Reorganization, on terms and conditions and with coverage limits customary for public companies similarly situated to New Payoneer and FTOC must also purchase an insurance policy, effective as of the Closing of the Reorganization, and maintain such insurance policy for six years following the Closing of the Reorganization.

Name; Headquarters of New Payoneer

Pursuant to the Reorganization Agreement, (i) First Merger Sub shall be merged with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately after the FTOC Merger, Second Merger Sub shall be merged with and into Payoneer, with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer. Upon consummation of the Reorganization, New Payoneer will be renamed “Payoneer Global Inc.” Payoneer will keep its headquarters at 150 W 30th St, New York, NY 10001.

New Payoneer Board of Directors following the Reorganization

Pursuant to the Reorganization Agreement, the New Payoneer Board of Directors will consist of not fewer than seven and up to nine directors, as determined by Payoneer, one of which will consist of Scott Galit, our Chief Executive Officer. The remaining members of the New Payoneer Board of Directors will consist of two new non-executive directors to be designated by Payoneer (in consultation with FTOC), at least one of which will be female, and the remaining members of the New Payoneer Board of Directors will consist of certain of Payoneer’s existing non-executive directors.

Listing of New Payoneer Shares

Prior to the Closing, FTOC and Payoneer will use reasonable best efforts to cause the shares of New Payoneer to be issued in connection with the Reorganization to be approved for listing on Nasdaq under the ticker symbol “PYNR” (or if such ticker symbol becomes unavailable, such other ticker symbol as may be agreed upon in writing by the parties).

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Accounting Treatment of the Reorganization

Vote Required for the Reorganization Proposal Approval

Approval of the Reorganization Proposal requires the affirmative vote of majority of the votes cast by FTOC Shareholders present or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal. The Reorganization cannot be completed unless the Reorganization Proposal is adopted by affirmative vote of majority of the votes cast by FTOC Shareholders present or represented by proxy at the Special Meeting and entitled to vote thereon.

Recommendation of FTOC Board

THE FTOC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE FTOC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE REORGANIZATION PROPOSAL.

The existence of financial and personal interests of FTOC’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of FTOC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “— Interests of FTOC’s Directors and Officers in the Reorganization” for a further discussion.

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THE REORGANIZATION AGREEMENT

The discussion in this proxy statement/prospectus of the Reorganization and the principal terms of the Reorganization Agreement is subject to, and is qualified in its entirety by reference to, the Reorganization Agreement. A copy of the Reorganization Agreement is attached as Annex A to this proxy statement/prospectus a copy of the Reorganization Agreement Amendment is attached as Annex A-1.

The Agreement and Plan of Reorganization

The subsections that follow this subsection describe the material provisions of the Reorganization Agreement, but do not purport to describe all of the terms of the Reorganization Agreement. The following summary is qualified in its entirety by reference to the complete text of the Reorganization Agreement, a copy of which is attached as Annex A hereto and the Reorganization Agreement Amendment, a copy of which is attached as Annex A-1 hereto. Our shareholders are urged to read the Reorganization Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Reorganization.

The Reorganization Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Reorganization Agreement or other specific dates, which may be updated prior to the Closing of the Reorganization. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating Reorganization Agreement. The representations, warranties and covenants in the Reorganization Agreement are also modified in important part by the disclosure schedules referred to therein which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Reorganization Agreement

In accordance with the terms and subject to the conditions of the Reorganization Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) First Merger Sub will merge with and into FTOC, with FTOC surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer.

The Reorganization Agreement has been unanimously approved by the Payoneer Board and the Payoneer Board has recommended that Payoneer’s stockholders adopt the Reorganization Agreement and approve the Payoneer Merger.

Consideration

Payoneer Stockholders

The aggregate value of the consideration to be paid in respect of Payoneer is approximately $3.118 billion, which will be paid to (a) the Payoneer stockholders (other than holders of shares of Series 1 Preferred Stock) in the form of New Payoneer common stock valued at the Reference Price and cash, as determined by Payoneer, subject to (i) Payoneer’s maintaining a minimum amount of cash immediately following the Closing (determined as set forth in the Reorganization Agreement) and (ii) the cash portion of the Per Share Merger Consideration Value not exceeding 15% of the total Per Share Merger Consideration Value and (b) (i) holders of vested Payoneer options exercisable for Payoneer equity in the form of cash and newly issued options of New Payoneer exercisable for New Payoneer common stock, (ii) holders of unvested options exercisable for Payoneer equity in the form of newly issued options of New Payoneer exercisable for New Payoneer common stock and (iii) holders of restricted stock units in the form of newly issued restricted stock units denominated in shares of New Payoneer common stock, and (c) holders of Payoneer warrants in the form of newly issued New Payoneer Warrants exercisable for New Payoneer common stock, in each case, as set forth below.

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Conversion of Payoneer Securities

Each outstanding Company Preferred Share that is issued and outstanding will be automatically converted into a number of Company Common Shares as of March 31, 2021, as calculated in accordance with Payoneer’s governing documents. Thereafter, at the Payoneer Merger Effective Time, by virtue of the Payoneer Merger and without any action on the part of Payoneer, New Payoneer, Second Merger Sub or the Payoneer stockholders:

(a) Each Company Common Share (assuming the conversion of the Company Preferred Shares into Company Common Shares as of March 31, 2021) issued and outstanding (except for Dissenting Shares, Company Treasury Shares and any other shares to be cancelled pursuant to the terms of the Reorganization Agreement) will be cancelled and converted into the right to receive the:

(i) Per Share Cash Consideration (as defined in the Reorganization Agreement) and Per Share Stock Consideration (as defined in the Reorganization Agreement); and

(ii) the right to receive, if the conditions to the issuance thereof are satisfied in accordance with the Reorganization Agreement, the applicable Earn-Out Shares following the Closing in accordance with the Reorganization Agreement.

(iii) In addition, in connection with a commitment by certain Payoneer stockholders who are (or are affiliated with) a PIPE Investor and agree in writing acceptable to Payoneer to be treated as a “Rollover Holder” under the Reorganization Agreement to participate in the PIPE Investment, the parties agreed to permit the Rollover Holders to receive 100% of the Per Share Merger Consideration Value in the form of newly issued shares of New Payoneer common stock.

(b) Each share of Series 1 Preferred Stock issued and outstanding shall remain as an issued and outstanding share of Series 1 Preferred Stock of Starship Surviving Sub, and shall be unaffected by the Mergers.

(c) Each Company Warrant will become a warrant to acquire a number of shares of New Payoneer common stock (a “New Payoneer Private Warrant”) as determined by the Exchange Ratio on substantially the same terms and conditions as the respective existing Company Warrant. The “Exchange Ratio” is obtained by dividing (i) the Per Share Merger Consideration Value (determined as of March 31, 2021) by (ii) $10.00.

(d) Each Cashout Vested Company Option will be automatically converted into the right to receive an amount in cash equal to (1) the number of shares of Company Common Shares underlying such Cashout Vested Company Option multiplied by (B) the excess, if any, of (x) the Per Share Merger Consideration Value (determined as of March 31, 2021) over (y) the exercise price of such Cashout Vested Company Option.

(e) Each Company Option that is not a Cashout Vested Company Option will become an option to purchase shares of New Starship common stock (a “New Payoneer Option”) to acquire an amount of shares of New Payoneer common stock as determined by the Exchange Ratio on substantially the same terms and conditions applicable to such Company Option prior to the Closing.

(f) Each Company RSU will become a restricted unit of New Starship common stock (a “New Payoneer RSU”) in respect of an amount of shares of New Payoneer common stock as determined by the Exchange Ratio on substantially the same terms and conditions applicable to such Company RSU prior to the Closing.

(g) In addition, subject to the conditions set forth in the Reorganization Agreement, holders of Outstanding Company Equity Securities will be issued, based on each such holder’s Pro Rata Share, up to an additional 30,000,000 Earn-Out Shares, (x) 50% of which will be issued if at any time during the first 30 months following the Closing Date, the Closing trading price of the shares of New Payoneer common stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and (y) the remaining 50% will be issued if at any time during the first 60 months following the Closing Date, the closing trading price of the shares of New Payoneer common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period.

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FTOC Stockholders

Pursuant to the FTOC Merger, (i) each of the FTOC Shares issued and outstanding immediately prior to the FTOC Merger Effective Time, other than FTOC Shares that are owned by FTOC, Second Merger Sub or any wholly owned subsidiary of FTOC, will be exchanged for one share of New Payoneer common stock, and (ii) each public FTOC Warrant will become a warrant to purchase FTOC Class A ordinary shares (a “New Payoneer Public Warrant”, and together with the New Payoneer Private Warrants, the “New Payoneer Warrants”) on the same terms and conditions.

Representations and Warranties

The Reorganization Agreement contains representations and warranties of FTOC, New Payoneer, First Merger Sub, Second Merger Sub and Payoneer, made solely for the benefit of (a) in the case of Payoneer, on the one hand, each of FTOC, New Payoneer, First Merger Sub and Second Merger Sub, and (b) in the cases of FTOC, New Payoneer, First Merger Sub and Second Merger Sub, on the other hand, Payoneer. The representations and warranties are, in certain cases, subject to specified exceptions and materiality, Material Adverse Effect (see “— Material Adverse Effect” below), knowledge and other qualifications contained in the Reorganization Agreement and may be further modified and limited by the disclosure schedules to the Reorganization Agreement, and in the case of FTOC, by certain information set forth in the documents required to be filed by FTOC with the SEC since FTOC’s incorporation.

In the Reorganization Agreement, Payoneer made certain customary representations and warranties to FTOC, New Payoneer, First Merger Sub and Second Merger Sub, including among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; subsidiaries; authority and binding effect relative to execution and delivery of the Reorganization Agreement and other ancillary agreements; no conflict; governmental approvals; capitalization; compliance with laws; financial statements; no undisclosed liabilities; absence of certain changes; litigation and proceedings; employee benefit plans; employees and labor; real and tangible property; taxes; environmental matters; brokers’ and similar fees; intellectual property; privacy; material contracts; insurance; affiliate agreements; information supplied; anti-bribery and anti-corruption; international trade and sanctions; and disclaimer of other warranties.

In the Reorganization Agreement, FTOC made certain customary representations and warranties to Payoneer, including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; capitalization; authority and binding effect relative to execution and delivery of the Reorganization Agreement and other ancillary agreements; no conflict; governmental approvals; SEC filings and financial statements; absence of certain changes; litigation and proceedings; certain business activities; material contracts; NASDAQ stock market quotation; PIPE Investment; financial ability and trust account; taxes; information supplied; employees and employee benefit plans; board approval and required stockholder vote; brokers’ and similar fees; affiliate transactions; and independent investigation.

In the Reorganization Agreement, each of New Payoneer, First Merger Sub and Second Merger Sub, made certain customary representations and warranties to Payoneer including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; authority and binding effect relative to execution and delivery of the Reorganization Agreement and other ancillary agreements; and disclaimer of other warranties.

Material Adverse Effect

“Material Adverse Effect” as used in the Reorganization Agreement means any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition or results of operations of the Group Companies, taken as a whole, or FTOC, New Payoneer, First Merger Sub and Second Merger Sub, taken as a whole, as applicable; or (b) the ability of Payoneer, or FTOC, New Payoneer, First Merger Sub and Second Merger Sub, as applicable, to consummate the Transactions by the Outside Date; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a Material Adverse Effect pursuant to clause (a) has occurred: (i) acts of war, sabotage, civil unrest, cyberattacks or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest,

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cyberattacks or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, pandemics (including COVID-19 (as defined in the Reorganization Agreement) or any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other similar Legal Requirement, Order, directive, guideline or recommendation promulgated by any Governmental Entity in connection with or in response to COVID-19, including the CARES Act and other action, inaction, activity or conduct reasonably necessary (such determination to be made by the Company in good faith), in connection with or in response to COVID-19 (“COVID-19 Measures”) or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees); (iv) changes or proposed changes in applicable Legal Requirements, regulations or interpretations thereof or decisions by courts or any Governmental Entity after the date of this Agreement; (v) changes in U.S. GAAP (or any interpretation thereof) after the date of the Reorganization Agreement; (vi) general economic, regulatory or tax conditions, including changes in the credit, debt, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which the Group Company or FTOC, as applicable, operates; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a Material Adverse Effect; or (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of the Reorganization Agreement or (B) taken with the prior written consent of or at the prior written request of New Payoneer, First Merger Sub, Second Merger Sub or FTOC (in the case of Payoneer), or New Starship, First Merger Sub, Second Merger Sub or Payoneer (in the other hand case of FTOC); provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of the Group Companies, taken as a whole, relative to similarly situated companies in the industries in which the Group Companies or FTOC as applicable, conduct their respective operations, or then such impact may be taken into account (unless otherwise excluded) in determining whether a Material Adverse Effect has occurred.

Covenants

Covenants of Payoneer

Payoneer made certain covenants under the Reorganization Agreement, including, among others, the following:

Except as set forth in the disclosure schedules, or as a result of or in connection a COVID-19 Measure, as expressly contemplated by the Reorganization Agreement or as consented to by FTOC in writing (not to be unreasonably conditioned, withheld or delayed), from the date of the Reorganization Agreement until the earlier of (x) the Payoneer Merger Effective Time or (y) the termination of the Reorganization Agreement (the “Interim Period”):

• Payoneer has agreed to, and to cause each of its subsidiaries to, conduct and operate its business in the ordinary course of business and in accordance with legal requirements; and

• Payoneer has agreed to, and to cause each of its subsidiaries not to:

• other than in the ordinary course of business consistent with past practice (i) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or contractor, other than (A) in the ordinary course of business, increases of not more than 5% in the base compensation of any employee who has annual base compensation of less than $250,000 or (B) the payment of annual and other bonuses and other short-term incentive compensation in the ordinary course of business, (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business; (iii) enter into, materially amend or terminate any Employee Benefit Plan (as defined in the Reorganization Agreement) or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of the Reorganization Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund

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or secure the payment of, any compensation or benefits under any employee benefit plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business; or (iv) hire or terminate any employee whose base salary exceed or would exceed, on an annualized basis, $250,000, other than terminations for cause;

• other than in the ordinary course of business (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any owned intellectual property that is material to any of the businesses of the Group Companies; or (ii) extend, amend, waive, cancel or modify any rights in or to any owned intellectual property or licensed intellectual property, in each case, that is material to any business of the Group Companies;

• other than in connection with any intra-Group Company actions, (i) make, declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any capital stock or otherwise or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in any Group Company (other than repurchases, redemptions or other acquisitions of equity interests from directors, officers); or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, capital stock or any other equity interests (such as stock options, stock units or restricted stock), as applicable, in any Group Company (other than any grants, issuances or sales made to directors, officers or employees);

• amend the certificate of organization or bylaws (or other comparable governing documents) of any Group Company member other than to provide for grants of equity or equity-based compensation awards to directors and employees in the ordinary course of business;

• except in the ordinary course of business (i) merge, consolidate or combine the Company with a third party, or (ii) purchase or otherwise acquire (whether by merging or consolidating with or purchasing a majority of the equity interest in or all or substantially all of the assets of) any business or any corporation, partnership, association or other business organization or division thereof;

• voluntarily dispose of or amend any real property lease other than in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, individually or in the aggregate;

• other than with respect to the real property lease and intellectual property or in the ordinary course of business or pursuant to existing contracts, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties;

• (i) make, create any loans, advances or capital contributions to, or investments in, any person other than any of the Group Companies and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any indebtedness in excess of $10,000,000 other than guarantees of any indebtedness of any subsidiaries or guarantees by the subsidiaries of the indebtedness of Payoneer; (iii) except in the ordinary course of business, create any liens on any material property or material assets of any of the Group Companies in connection with any indebtedness thereof (other than permitted liens); or (iv) cancel or forgive any indebtedness owed to any of the Group Companies other than ordinary course compromises of amounts owed to the Group Companies by their respective customers;

• compromise, settle or agree to settle any legal proceeding involving payments by any Group Company of $5,000,000 or more, or that imposes any material non-monetary obligations on a Group Company (excluding confidentiality, non-disparagement or other similar obligations);

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• (i) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, individually or in the aggregate: (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any material contract; (B) enter into any contract that would have been a material contract; or (C) waive, delay the exercise of, release or assign any material rights or claims under any material contract; or (ii) modify or amend any material term under Payoneer’s existing credit facility or terminate the existing credit agreement;

• except as required by U.S. GAAP or applicable legal requirement, make any material change in accounting methods, principles or practices;

• (i) make, change or revoke any material tax election; or (ii) change (or request to change) any material method of accounting for tax purposes;

• authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up;

• enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, stockholders or other affiliates (other than Group Companies), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, (iii) employee benefit plans and (iv) employment arrangements entered into in the ordinary course;

• engage in any material new line of business;

• take any action or fail to take any action that would reasonably be expected to (i) prevent the Payoneer Merger and the FTOC Merger, taken together, from qualifying as a transaction governed by Section 351 of the Code and the Treasury Regulations thereunder or (ii) prevent the Payoneer Merger from qualifying as a reorganization pursuant to Section 368(a) of the Code and the Treasury Regulations thereunder; or

• commit, resolve or agree to take any of the foregoing actions.

• Payoneer shall use commercially reasonable efforts to obtain PCAOB compliant audited financial statements for Payoneer’s three prior fiscal years.

Covenants of FTOC, New Payoneer, First Merger Sub and Second Merger Sub

Except as set forth in the disclosure schedules, or as expressly contemplated by the Reorganization Agreement (including the PIPE Investment (as defined below) and the Domestication) or as consented to by the Company in writing (not to be unreasonably conditioned, withheld or delayed), from the date of the Reorganization Agreement during the Interim Period:

• FTOC and New Payoneer have agreed to, and New Payoneer shall cause each of its subsidiaries to conduct and operate its business in the ordinary course of business and in accordance with legal requirements; and

• FTOC and New Payoneer have agreed to, and New Payoneer shall cause each of its subsidiaries not to:

• declare, set aside or pay dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (or warrant) or split, combine or reclassify any capital stock (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock or warrant, or effect any like change in capitalization;

• purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of FTOC, New Payoneer or any of New Payoneer’s subsidiaries;

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• except as expressly required by the Subscription Agreements, grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock or equity securities or convertible or exchangeable securities;

• amend the certificate of organization or bylaws (or other comparable governing documents) of FTOC, New Payoneer or any of New Payoneer’s subsidiaries;

• (i) merge, consolidate or combine with any person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

• except in the ordinary course of business (i) incur any indebtedness or guarantee any indebtedness; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing, in each case; provided, however, that FTOC shall be permitted to incur indebtedness from its affiliates and stockholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of FTOC in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at Closing;

• except as required by U.S. GAAP or applicable legal requirements, make any change in accounting methods, principles or practices;

• (i) make, change or revoke any material tax election; or (ii) change (or request to change) any method of accounting for tax purposes;

• (i) take any action or fail to take any action that would reasonably be expected to (i) prevent the Payoneer Merger and the FTOC Merger, taken together, from qualifying as a transaction governed by Section 351 of the Code and the Treasury Regulations thereunder or (ii) prevent the Payoneer Merger from qualifying as a reorganization pursuant to Section 368(a) of the Code and the Treasury Regulations thereunder;

• create any liens on any material property or material assets of FTOC, New Payoneer, First Merger Sub or Second Merger Sub;

• liquidate, dissolve, reorganize or otherwise wind up the business or operations of FTOC, New Payoneer, First Merger Sub or Second Merger Sub;

• commence, settle or compromise any legal proceeding material to FTOC, New Payoneer, First Merger Sub or Second Merger Sub or their respective properties or assets;

• engage in any material new line of business;

• modify or amend the Trust Agreement or Subscription Agreements or enter into or amend any other agreement related to the Trust Account or the PIPE Investment; or

• commit, resolve or agree to take any of the foregoing actions.

• At the Closing FTOC will make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement.

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• From the date of the Reorganization Agreement through the Closing, FTOC will take all actions necessary to ensure that FTAC continues to qualify as an “emerging growth company” under applicable securities laws.

• On or prior to the Closing Date, but after any redemption by FTOC shareholders, FTOC shall have changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware.

Other Covenants

The Reorganization Agreement also contains additional other customary covenants and agreements among the various parties pertaining to, among other matters:

• the preparation, filing and distribution of this Form S-4 and the proxy/statement prospectus included herein (and any amendments and supplements);

• that FTOC to convene a meeting of FTOC’s stockholders and to solicit proxies from its stockholders in favor of the approval of the Reorganization Agreement and other related stockholder proposals;

• obtain any required consents or approvals pursuant to any applicable antitrust laws or other applicable legal requirements;

• to make required notifications and filings under applicable Money Transmitter Laws (as defined in the Reorganization Agreement);

• filing and similar fees payable to governmental authorities;

• confidentiality and public announcements and other communications regarding the Reorganization Agreement and the transactions and other documents contemplated thereby and related matters;

• access to information, properties and personnel;

• use commercially reasonable efforts to consummate the Reorganization;

• disclosure of certain matters;

• listing on a public stock market or exchange in the US;

• exclusivity with respect to the transactions contemplated by the Reorganization Agreement and matters relating to alternative transactions;

• tax matters;

• director and officer indemnification;

• amendment of and compliance with the terms of the Subscription Agreements;

• post-Closing board composition;

• employee incentives and transaction bonuses;

• financial statements; and

• transaction costs.

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Closing Conditions

The obligations of the parties to consummate the Transactions are subject to the satisfaction of the following mutual conditions (in each case, unless waived in writing by all parties):

• approval of the FTOC Shareholder Approval Matters by FTOC Shareholders;

• FTOC having at least $5,000,001 of net tangible assets following the exercise by the holders of FTOC’s Class A ordinary shares issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing;

• the receipt of approvals required under Money Transmitter Laws;

• the absence of any law or order enjoining or prohibiting the consummation of the transactions;

• the receipt of approval for the New Payoneer common stock to be listed a public stock market or exchange in the United States, subject only to the requirement to have a sufficient number of round lot holders;

• the consummation of at least 85% of the PIPE Investment;

• FTOC having at least $325,000,000 in Marketable securities held in Trust Account after giving effect to the exercise by the holders of shares of FTOC issued in FTOC’s initial public offering of securities and outstanding immediately before the Closing of their right to redeem such shares into a pro rata share of the Trust Account in accordance with FTOC’s governing documents (but excluding, for the avoidance of doubt, the effect of the proceeds actually paid to SPAC upon consummation of the PIPE Investment);

• the effectiveness of the Form S-4 and the absence of any issued or pending stop order by the SEC; and

Unless waived by Payoneer in writing, the obligations of Payoneer to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of each the following conditions:

• that subsequent to the execution of the Reorganization Agreement and prior to the Closing, no material adverse effect will have occurred;

• delivery by FTOC to Payoneer of a certificate signed by an officer of FTOC, dated as of the Closing Date, certifying that certain conditions have been fulfilled;

• the amendment and restatement of the certificate of incorporation and bylaws of New Payoneer;

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• making of appropriate arrangements by FTOC to have the Trust Account (less certain amounts paid and to be paid pursuant to the Reorganization Agreement) available to FTOC for payment of the Cash Consideration at the Closing and other payments to be made by a FTOC Party under the Reorganization Agreement at Closing; and

• delivery by New Payoneer of the Registration Rights Agreement.

• the representations and warranties of Payoneer pertaining to corporate organization, due authorization, no conflicts with Payoneer’s governing documents and brokers’ and similar fees being true and correct in all but de minimis respects (without giving effect to any materiality or similar limitation set forth therein) as of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

• certain representations and warranties of Payoneer pertaining to capitalization being true and correct in all material respects (without giving effect to any materiality or similar limitation set forth therein), other than deviations that are properly reflected on the Closing Payments Schedule (as defined in the Reorganization Agreement) to be delivered prior to Closing, as of the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

• all other representations and warranties of Payoneer being true and correct (without giving effect to any materiality or similar limitation set forth therein) as the Closing or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect;

• each of the covenants of Payoneer to be performed or complied with as of or prior to the Closing having been performed or complied with in all material respects; and

• that subsequent to the execution of the Reorganization Agreement and prior to the Closing, no material adverse effect will have occurred; and

• delivery by Payoneer to FTOC of a certificate signed by an officer of Payoneer, dated as of the Closing Date, certifying that certain conditions have been fulfilled.

Termination

The Reorganization Agreement may be terminated and the transactions contemplated thereby abandoned under certain customary and limited circumstances:

• by mutual written consent of FTOC and Payoneer;

• by written notice by either FTOC or Payoneer if the Closing has not occurred on or prior to November 3, 2021 (the “Termination Date”); provided that such party shall not be entitled to terminate if such party’s action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure constitutes a breach of the Reorganization Agreement;

• by written notice from either FTOC or the Payoneer to the other if a governmental shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable;

• prior to the Closing, by written notice to FTOC from Payoneer if there is any breach of any representation, warranty, covenant or agreement set forth in the Reorganization Agreement on the part of FTOC, New Payoneer, First Merger Sub or Second Merger Sub, or if any representation or warranty of FTOC, New Payoneer, First Merger Sub or Second Merger Sub shall have become untrue, in either case, such that the conditions to Payoneer’s obligations to consummate the Transactions would not be satisfied at the Closing and such breach cannot be or has not been cured within 30 days following delivery by Payoneer of written notice to FTOC of such breach (or such shorter period of time that remains between

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the date that Payoneer provides such notice and the Termination Date) and, if FTOC, New Payoneer, First Merger Sub or Second Merger Sub, as applicable, continues to exercise commercially reasonably efforts to cure such breach, Payoneer cannot terminate if it has materially breached the Reorganization Agreement and has not cured such breach or such breach by FTOC, New Payoneer, First Merger Sub or Second Merger Sub is cured during such 30 period;

• prior to the Closing, by written notice to Payoneer from FTOC if there is any breach of any representation, warranty, covenant or agreement set forth in the Reorganization Agreement on the part of Payoneer, or if any representation or warranty of Payoneer shall have become untrue, in either case, such that the conditions to FTOC’s obligations to consummate the Transactions would not be satisfied at the Closing and such breach cannot be or has not been cured within 30 days following delivery by FTOC of written notice to Payoneer of such breach (or such shorter period of time that remains between the date that FTOC provides such notice and the Termination Date) and, if Payoneer continues to exercise commercially reasonably efforts to cure such breach, FTOC cannot terminate if it has materially breached the Reorganization Agreement and has not cured such breach or such breach by Payoneer is cured during such 30 period;

• by written notice from either FTOC or Payoneer to the other if, at the Special Meeting (including any adjournments thereof), the FTOC Shareholder Approval is not obtained; or

• by written notice from FTOC to Payoneer, if the Company Voting Agreements and Lock-Up Agreements from Payoneer stockholders holding at least the number of Payoneer Shares required to constitute the Payoneer Stockholder Approval are not delivered to FTOC within three business days after the date of the Reorganization Agreement.

In the event of termination of the Reorganization Agreement, the Reorganization Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any intentional breach of the Reorganization Agreement by such party prior to such termination or Intentional Fraud (as defined in the Reorganization Agreement); provided, that obligations under the Confidentiality Agreement (as defined in the Reorganization Agreement) and certain obligations related to the trust account, director and officer indemnification and insurance and certain other provisions required under the Reorganization Agreement shall, in each case, survive any termination of the Reorganization Agreement. There are no termination fees in connection with the termination of the Reorganization Agreement.

Nonsurvival of Representations, Warranties and Covenants

None of the representations, warranties, covenants, obligations or other agreements in the Reorganization Agreement, or in any related document or instrument delivered pursuant to the Reorganization Agreement, will survive the Closing except for (i) any covenants and agreements contained therein that expressly by their terms apply either in part or in whole after the Closing, or (ii) any party’s liability for such party’s Intentional Fraud (as defined in the Reorganization Agreement).

Specific Performance

Each party is entitled under the Reorganization Agreement to an injunction, specific performance, or other equitable relief to prevent any other parties from committing a breach of the Reorganization Agreement or the related documents, or to seek to compel specific performance of the obligations of any other party, without proof of damages in addition to any other remedy to which they are entitled at law or in equity.

Governing Law and Dispute Resolution

The Reorganization Agreement is governed by Delaware law. Any action based upon, arising out of or related to the Reorganization Agreement or the transactions contemplated thereby shall be brought in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware. Each party has waived its rights to trial by jury in any action based upon, arising out of or related to the Reorganization Agreement or the transactions contemplated thereby.

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No Recourse

All actions that are based upon, arising out of, or related to the Reorganization Agreement or the transactions contemplated therein may be made only against the entities expressly named as parties to the Reorganization Agreement, and then only with respect to the specific obligations set forth therein with respect to such party. Further, no party to the Reorganization Agreement, shall have any right of recovery in respect of the Reorganization Agreement against any Related Party (as defined in the Reorganization Agreement) and no personal liability shall attach to any Related Party, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of any legal requirement or otherwise.

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ANCILLARY AGREEMENTS RELATED TO THE REORGANIZATION

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Reorganization Agreement, the PIPE Investors have entered into Subscription Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”) to subscribe for and purchase for an aggregate purchase price of $300,000,000 shares of New Payoneer common stock (at $10.00 per share), which may be increased by up to $13,000,000. In this proxy statement/prospectus, we assume that approximately $300 million of the gross proceeds from the PIPE Investment in each scenario and approximately $396.4 million under the no redemption scenario and $183.3 million under the maximum redemption scenario, respectively, of funds held in the trust account will be used to fund the Cash Consideration.

The foregoing description of the Subscription Agreements does not purport to describe all of the terms of the Subscription Agreements. The foregoing summary is qualified in its entirety by reference to the complete text of the Subscription Agreements, a copy of which is attached as Exhibit 10.1 to the Form 8-K filed by FTOC on February 3, 2021.

Voting Agreement

FTOC has entered into a Voting Agreement (the “Voting Agreement”) with Payoneer and Payoneer’s stockholders undersigned thereto holding at least the number of Company Shares required to constitute the Company Stockholder Approval (as such term is defined in the Reorganization Agreement) (the “Company Voting Agreement Signatories”), pursuant to, and on the terms and subject to the conditions of which, each such Company Voting Agreement Signatory has unconditionally and irrevocably agreed among other things to vote its shares of Payoneer, and take certain other actions, in support of the Transactions.

The foregoing description of the Voting Agreement does not purport to describe all of the terms of the Voting Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Voting Agreement, a copy of which is attached as Exhibit 10.2 to the Form 8-K filed by FTOC on February 3, 2021.

Sponsor Share Surrender and Share Restriction Agreement

In connection with the transactions contemplated by the Reorganization Agreement, FTOC has entered into a Sponsor Share Surrender and Share Restriction Agreement (the “Sponsor Share Surrender and Share Restriction Agreement”) with New Payoneer, the Company, FTAC Olympus Sponsor, LLC, a Delaware limited liability company (“Olympus Sponsor”), FTAC Olympus Advisors, LLC, a Delaware limited liability company (“Olympus Advisor” and together with Olympus Sponsor, the “Sponsors”), and the other parties to the Insider Agreement (as defined therein). The Sponsor Share Surrender and Share Restriction Agreement provides that: the Sponsors shall automatically irrevocably surrender to FTOC, for no consideration, (a) 10% of the 19,411,094 Class B ordinary shares of FTOC (such Class B Shares, the “Surrendered Shares”) and (b) 100% of the private placement warrants (the “Surrendered Warrants”) to purchase an aggregate of 723,333 Class A ordinary shares of FTOC in the aggregate, and FTOC shall immediately cancel the Surrendered Shares and the Surrendered Warrants, as applicable. In addition, two-thirds of the number of shares of New Payoneer common stock held by the Sponsors immediately following the Effective Times shall be subject to transfer restrictions based on certain closing share price thresholds of New Payoneer’s common stock for 20 out of any 30 consecutive trading days.

The foregoing description of the Sponsor Share Surrender and Share Restriction Agreement does not purport to describe all of the terms of the Share Surrender and Share Restriction Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Share Surrender and Share Restriction Agreement, a copy of which is attached as Exhibit 10.3 to the Form 8-K filed by FTOC on February 3, 2021.

Support Agreement

Concurrently with the execution of the Reorganization Agreement, FTOC has entered into a Support Agreement (the “Support Agreement”) with Olympus Sponsor, Olympus Advisor and Payoneer, pursuant to, and on the terms and subject to the conditions of which, Olympus Sponsor and Olympus Advisor have unconditionally and irrevocably agreed among other things to vote its shares of Payoneer, and take certain other actions, in support of the Transactions.

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The foregoing description of the Support Agreement does not purport to describe all of the terms of the Support Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Support Agreement, a copy of which is attached as Exhibit 10.4 to the Form 8-K filed by FTOC on February 3, 2021.

Lock-up Agreement

FTOC, Payoneer, New Payoneer and the Company Voting Agreement Signatories have entered into a Lock-up Agreement (the “Lock-up Agreement”) pursuant to which, among other things, the Company Voting Agreement Signatories agreed to not transfer New Payoneer Shares, New Payoneer Options, New Payoneer RSUs and New Payoneer Warrants held by them prior to 180 days after the Closing, subject to certain permitted transfers and a potential early release of such restrictions as set forth therein.

The foregoing description of the Lock-up Agreement does not purport to describe all of the terms of the Lock-up Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Lock-up Agreement, a copy of which is attached Exhibit 10.5 to the Form 8-K filed by FTOC on February 3, 2021.

Registration Rights Agreement

At the Closing, New Payoneer will enter into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with FTOC, the Sponsors, and certain other initial stockholders of New Payoneer, requiring New Payoneer to, among other things, file a resale shelf registration statement on behalf of the stockholders within 15 calendar days after the Closing. The Registration Rights Agreement will also provide certain demand rights and piggyback rights to the stockholder parties, subject to underwriter cutbacks and issuer blackout periods.

The foregoing description of the Registration Rights Agreement does not purport to describe all of the terms of the Registration Rights Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a form of which is attached as Exhibit C to the Reorganization Agreement.

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THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, FTOC is asking its shareholders to approve the Domestication Proposal. Under the Reorganization Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Reorganization.

As a condition to Closing the Reorganization, the board of directors of FTOC has unanimously approved, and FTOC shareholders are being asked to consider and vote upon a proposal to approve (the “Domestication Proposal”), a change of FTOC’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and FTOC post-domestication, “FTOC Delaware”). To effect the Domestication, FTOC will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which FTOC will be domesticated and continue as a Delaware corporation.

In connection with the Domestication, on the Closing Date prior to the Effective Times, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of FTOC will convert automatically, on a one-for-one basis, into shares of FTOC Delaware; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of FTOC will convert automatically into a warrant to acquire Class A ordinary shares of FTOC Delaware in the same form and on the same terms and conditions as the converted FTOC warrant, and (iii) each issued and outstanding unit of FTOC that has not been previously separated into the underlying Class A ordinary share of FTOC and underlying FTOC warrant upon the request of the holder thereof prior to the Domestication will convert automatically into units of FTOC Delaware (each of which consisting of one share of Class A common stock and one-third of one warrant to purchase one share of set forth in the Class A common stock). If the Domestication Proposal and the Reorganization Proposal are approved, following the Domestication, holders of each share or warrant of FTOC as of immediately prior to the Domestication, who shall become holders of shares of the same class or warrants of FTOC Delaware for the period commencing upon completion of the Domestication and ending at the Effective Times, shall receive shares or warrants of New Payoneer in the Reorganization as described elsewhere in this proxy statement/prospectus.

The Domestication Proposal, if approved, will approve a change of FTOC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Following the completion of the Domestication and the Reorganization, FTOC will be a wholly-owned subsidiary of New Payoneer and shareholders of FTOC will become stockholders of New Payoneer. While FTOC is currently incorporated as an exempted company under the Cayman Islands Companies Law, upon the Domestication, New Payoneer will be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the Domestication Proposal is approved, then FTOC will also ask its shareholders to approve the Charter Proposal (discussed below), which, if approved, will approve material differences between the amended and restated certificate of incorporation of New Payoneer to be in effect following the Reorganization and FTOC’s current amended and restated memorandum and articles of association. The Proposed Charter differs in certain material respects from the existing Charter and we encourage shareholders to carefully consult the information set out below under “Charter Proposal,” the existing charter of FTOC, attached hereto as Exhibit 3.1 and the Proposed Charter and Proposed Bylaws of New Payoneer, attached hereto as Annex B and Annex C, respectively.

Reasons for the Domestication

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of FTOC and its shareholders. As explained in more detail below, these reasons can be summarized as follows:

• Prominence, Predictability, and Flexibility of Delaware Law. For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the

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legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

• Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe, such clarity would be advantageous to FTOC Delaware, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for FTOC Delaware’s stockholders from possible abuses by directors and officers.

• Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. FTOC Delaware’s incorporation in Delaware may make FTOC Delaware more attractive to future candidates for our board of directors, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, FTOC has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. Our board of directors therefore believes that providing the benefits afforded directors by Delaware law will enable FTOC Delaware to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its Certificate of Incorporation to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable the surviving corporation to compete more effectively with other public companies in attracting and retaining new directors.

Expected Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of FTOC as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of FTOC Delaware immediately following the Domestication will be the same as those of FTOC immediately prior to the Domestication.

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Vote Required for the Domestication Proposal Approval

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting, and otherwise will have no effect on the proposal.

The Domestication Proposal is conditioned on the approval of the Reorganization Proposal at the Special Meeting.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that FTOC be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Law (as amended) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, FTOC be continued and domesticated as a corporation under the laws of the state of Delaware and the registered office of the Company be changed to 251 Little Falls Drive Wilmington, DE 19808.”

Recommendation of the FTOC Board

THE FTOC BOARD UNANIMOUSLY RECOMMENDS THAT FTOC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of FTOC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of FTOC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, FTOC’s officers have interests in the Reorganization that may conflict with your interests as a shareholder. See the section entitled “Reorganization Proposal — Interests of FTOC’s Directors and Executive Officers in the Reorganization” for a further discussion of these considerations.

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THE INCENTIVE PLAN PROPOSAL

Overview

Assuming that the Reorganization is approved, our shareholders are also being asked to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”). In designing the Incentive Plan, the anticipated future equity needs were considered, and a total of 37,933,201 shares of our common stock will be reserved for issuance under the Incentive Plan. Our board of directors has approved the Incentive Plan, subject to receiving shareholder approval. A summary of the principal features of the Incentive Plan is provided below, This summary does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Incentive Plan. A copy of the Incentive Plan is attached to the Reorganization Agreement as Exhibit J. If the Reorganization closes and the Plan is approved by our shareholders, the Incentive Plan will be administered by the Compensation Committee of our board of directors, which will have the authority to make awards under the Incentive Plan.

If the Reorganization closes and the Incentive Plan is not approved by shareholders, we will be unable to make equity grants to our employees, consultants and directors, and therefore we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success.

Considerations for the Approval of the Plan

The Incentive Plan incorporates corporate governance best practices to align our equity compensation program with the interests of our shareholders. Certain of the corporate governance best practices included in our Plan are as follows:

• Restricted dividends on awards. The Incentive Plan prohibits the payment of dividends in respect of an award (other than awards of restricted stock) prior to the time such award (or the applicable portion thereof) vests (and, in the case of performance awards, the applicable performance condition is achieved).

• No repricing. Repricing of stock options and stock appreciation rights (“SARs”) is not permitted without shareholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.

• No “liberal” change in control definition. The change in control definition under the Incentive Plan is only triggered in those instances where an actual change in control occurs, such as a 50% or greater change in beneficial ownership (see “Change in Control,” below).

• Clawback of awards. The Incentive Plan provides that awards granted thereunder are subject to any clawback or recoupment policies that we have in effect from time to time.

Summary of the Incentive Plan

Purpose

The purpose of the Incentive Plan is to enable us to offer our employees, directors and other individual service providers long-term equity-based incentives in us, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and our shareholders.

Eligibility

Our employees, non-employee directors, individual consultants, advisors and other service providers are eligible to receive awards under the Incentive Plan based on the Compensation Committee’s determination, in its sole discretion, that an award to such individual will further the Incentive Plan’s stated purpose (as described above). Awards of incentive stock options will be limited to our employees or certain of our affiliates. As of , 2021 there are approximately employees and individual consultants, directors, advisers and other service providers eligible to receive awards under the Incentive Plan.

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Authorized Shares

Subject to adjustment (as described below), the number of shares of our common stock that may be subject to awards granted under the Incentive Plan is 37,933,201, and the number of shares of our common stock that may be subject to incentive stock options granted under the Incentive Plan is . If an award expires or is cancelled or forfeited, or is otherwise settled without the issuance of shares, the shares covered by the award will again be available for issuance under the Incentive Plan. Shares tendered or withheld to pay or satisfy the exercise price of a stock option or SAR or to pay taxes in respect of any stock option or SAR, will again be available for issuance under the Incentive Plan. Shares underlying replacement awards (i.e., awards granted as replacements for awards granted by a company that we acquire or with which we combine) will not reduce the number of shares available for issuance under the plan. The Incentive Plan limits non-employee director compensation, including cash fees and incentive equity awards (based on their grant-date fair value), to a maximum of (i) $1,000,000 during the initial annual period following a non-employee director’s appointment or election to our board of directors and (ii) $750,000 per each subsequent calendar year, in each case, in respect of their service as non-employee directors. The limitation on non-employee director compensation applies beginning the first calendar year following the effective date of the Incentive Plan.

Administration

The Incentive Plan is administered by the Compensation Committee.

The Compensation Committee has authority under the Incentive Plan to:

• designate participants;

• determine the types of awards to grant, the number of shares to be covered by awards, the terms and conditions of awards, the circumstances under which awards may be canceled, forfeited or suspended, and whether awards may be deferred;

• amend the terms of any outstanding awards;

• correct any defect, supply any omission or reconcile any inconsistency in the Incentive Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the Incentive Plan into effect;

• interpret and administer the Incentive Plan and any instrument or agreement relating to, or award made under, the Incentive Plan; and

• make any other determination and take any other action that it deems necessary or desirable to administer the Incentive Plan, in each case, as it deems appropriate for the proper administration of the Incentive Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

The Compensation Committee may delegate some or all of its authority under the Incentive Plan, to the extent permitted by applicable law, to (i) one or more of our officers (except that such delegation will not be applicable to grant awards to a person then covered by Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)) and (ii) one or more committees of our board of directors.

Establishment of Sub-plans

Our board of directors has the authority to establish one or more sub-plans under the Incentive Plan to facilitate the local administration of the Incentive Plan in any jurisdiction in which we and our affiliates operate and to conform the Incentive Plan to the legal requirements of any such jurisdiction or to allow for favorable tax treatment under any applicable provision of tax law. Our board of directors may establish such sub-plans by adopting supplements setting forth (i) such limitations on the Committee’s discretion under the Incentive Plan as the board of directors deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Incentive Plan as the board of directors deems necessary or desirable. All sub-plans adopted by the board of directors will be deemed to be part of the Incentive Plan, but each such sub-plan will only apply to participants within the affected jurisdiction.

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Types of Awards

The Incentive Plan provides for grants of stock options (both nonqualified and incentive stock options), SARs, restricted stock, restricted stock units, performance awards and other cash-based or stock-based awards. Any award may be granted alone or in tandem with other awards, and may be granted in addition to, or in substitution for, other types of awards.

Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option will be determined by the Compensation Committee and may not be less than the fair market value of a share of our common stock on the grant date. The Compensation Committee will determine the date after which each stock option may be exercised, the method and form by which each option is to be exercised, and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options intended to be incentive stock options under Section 422 of the Code may not be granted to any person who is not an employee of us or any parent or subsidiary, as defined in Section 424 of the Code. There have not yet been any options granted under the Incentive Plan, and so there are no options outstanding under the Incentive Plan.

Stock Appreciation Rights. Stock appreciation rights (SARs) represent a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share from the grant date. The terms and conditions applicable to stock options also apply to SARs.

Restricted Stock. Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture. Recipients of restricted stock generally have the rights and privileges of a shareholder, including the right to vote such shares of restricted stock and receive dividends.

Restricted Stock Units. A restricted stock unit award is a right to receive a specified number of shares of our common stock (or the fair market value thereof in cash, other property or any combination thereof, as determined by the Committee), subject to the expiration of a specified restriction period and/or the achievement of any performance measures selected by the Committee, consistent with the terms of the Incentive Plan. The restricted stock unit award agreement will specify whether the award recipient is entitled to receive dividend equivalents with respect to the number of shares of our common stock subject to the award. Prior to the settlement of a restricted stock unit award in our common stock, the award recipient will have no rights or privileges as a shareholder of us with respect to our common stock subject to the award.

Performance Awards. Performance awards, which may be denominated in cash, shares or units (including restricted stock units), will be earned on the satisfaction of performance goals specified by the Compensation Committee. With respect to any performance award that becomes settled in our common stock upon achievement or satisfaction of the applicable performance conditions, prior to such settlement the award recipient will have no rights or privileges as a shareholder of us with respect to our common stock subject to the award.

Other Cash-Based and Other Stock-Based Awards. The Compensation Committee is authorized to grant other cash-based and other stock-based awards that are payable in cash or our common stock (or a combination thereof), and may be granted either independently or as an element of or supplement to any other award under the Incentive Plan. Other stock-based awards are valued in whole or in part by reference to such stock, including restricted stock units, phantom stock and similar units.

Dividends and Dividend Equivalents

Other than with respect to awards of restricted stock, awards granted under the Incentive Plan may not provide for any dividend to be payable to the participant in respect of such award prior to the time such award (or the applicable portion thereof) vests (and, in the case of performance awards, the applicable performance condition is achieved). The Compensation Committee may, in its discretion, provide for dividend equivalents on awards of restricted stock units.

Adjustments

In the event the Compensation Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or

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exchange of shares of our common stock or other securities, or other similar corporate transaction or event affecting our common stock or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, the Compensation Committee will adjust equitably any or all of: (i) the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate limit under the Incentive Plan; (ii) the number and type of shares or other securities subject to outstanding awards; (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and (iv) the terms and conditions of any outstanding awards, including the performance criteria of any performance awards.

Change in Control

In the event of a change in control, except as otherwise provided in the applicable award agreement, the Committee may provide for:

• continuation or assumption of outstanding awards under the Incentive Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent;

• substitution or replacement or any outstanding award for a cash payment;

• acceleration of the vesting (including the lapse of any restriction) and exercisability of outstanding awards, in each case, either (i) immediately prior to or as of the date of the change in control, (ii) upon a participant’s involuntary termination of service on or within a specified period following the change in control, or (iii) upon the failure of the successor or surviving corporation (or its parent) to continue or assume such outstanding awards;

• in the case of a performance award, determination of the level of attainment of the applicable performance conditions; and

• cancellation of outstanding awards under the Incentive Plan in consideration of a payment, with the form, amount and timing of such payment to be determined by the Committee in its sole discretion, provided that (i) such payment is made in cash, securities, rights and/or other property, (ii) the amount of such payment equals the value of the award, as determined by the Committee in its sole discretion (provided that the Committee may cancel out-of-the-money options or SARs for no consideration) and (iii) such payment will be made promptly following the change in control, in compliance with Section 409A of the Code.

A change in control generally means (i) the acquisition of 50% or more of our common stock or combined voting power of voting securities; (ii) a change in the composition of our board of directors such that, during any 12-month period, the individuals who as of the beginning of such period constitute our board of directors cease for any reason to constitute at least 50% of our board of directors (provided that any individual becoming a member of our board of directors after the beginning of such 12-month period whose election or nomination for election by our shareholders was approved by a vote of at least a majority of the directors immediately prior to the date of such appointment or election will be considered as though such individual were a member of our board of directors at the beginning of such 12-month period); (iii) our merger or consolidation with another entity after which our voting securities outstanding immediately prior to such transaction do not continue to represent 50% or more of the total voting power of our stock or of the surviving entity or parent entity thereof (if we are not the surviving entity in such merger or consolidation); or (iv) a disposition of all or substantially all of our assets.

Amendment and Termination

Our board of directors may amend, modify, suspend, discontinue or terminate the Incentive Plan (or any portion thereof) at any time. However, no such action may, without the consent of the participant, materially adversely affect the rights of such participant under any award previously granted (other than to apply with applicable law or to impose any clawback or recoupment provisions on any awards). Additionally, no such action may be made without our shareholder approval, if such approval is required by applicable law or by the rules of the stock market or exchange on which our common shares are principally quoted or traded. No award may be granted pursuant to the Incentive Plan after the tenth anniversary of the date on which the Incentive Plan was approved by our shareholders.

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Prohibition on Repricing

Subject to the adjustment provision described above, the Compensation Committee may not directly or indirectly, through cancellation or re-grant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of our shareholders.

Cancellation or “Clawback” of Awards

The Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any of our policies (including any recoupment policy we may adopt from time to time or pursuant to the recoupment provisions in any award agreement), cancel or require reimbursement of any awards granted, shares issued or cash received upon the vesting, exercise or settlement of any awards granted under the Plan or the sale of shares underlying such awards.

Term

The Plan expires 10 years after the date on which the Reorganization is consummated, unless earlier terminated (x) upon the maximum number of shares of common stock available for issuance under the Incentive Plan having been issued or (y) by the board of directors at its discretion (and in accordance with the terms of the Incentive Plan).

U.S. Federal Income Tax Consequences of Equity Awards

The following is a general summary under current law of certain United States federal income tax consequences to us and participants who are citizens or individual residents of the United States relating to awards granted under the Incentive Plan. This summary deals with the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. This summary is not tax advice and it does not discuss all aspects of federal taxation that may be relevant to us and participants. Accordingly, we urge each participant to consult his or her own tax advisor as to the specific tax consequences of participation in the Plan under federal, state, local and other applicable laws. In addition, we may be subject to limits on tax deductibility relating to compensation described herein under certain statutory provisions, including Sections 162(m) and 280G of the Code.

Non-Qualified Stock Options

A non-qualified stock option is an option that does not meet the requirements of Section 422 of the Code. A participant generally will not recognize taxable income when granted a non-qualified stock option. When the participant exercises the stock option, he or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the shares received on the exercise date over the aggregate exercise price of the shares. The participant’s tax basis in the shares acquired on exercise of the option will be increased by the amount of such taxable income. We generally will be entitled to a corresponding federal income tax deduction. When the participant sells the shares acquired on exercise, the participant generally will realize long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them.

Incentive Stock Options

An incentive stock option or “ISO” is an option that meets the requirements of Section 422 of the Code. A participant will not have taxable income when granted an ISO or when exercising an ISO. If a participant exercises an ISO and does not dispose of the shares until the later of two years after the grant date and one year after the exercise date, the entire gain, if any, realized when the participant sells the shares will be taxable as long-term capital gain. However, even though a participant will not have taxable income when exercising an ISO, the exercise of an ISO is taken into account for purposes of determining whether the participant has any alternative minimum tax liability (described below). We generally will not be entitled to a corresponding federal income tax deduction.

If a participant disposes of the shares received upon exercise of an ISO within the one-year or two-year periods described above, it will be considered a “disqualifying disposition.” Under such circumstances, the participant generally will realize ordinary income in the year of the disposition, and we generally will be entitled to a corresponding federal income tax deduction. The amounts of the participant’s ordinary income and our deduction

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will equal the excess of the lesser of the amount, if any, realized on the disposition and the fair market value of the shares on the exercise date over the aggregate exercise price of the ISO. Any additional gain or loss that the participant realizes on the disposition will be long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them.

If a participant exercises an ISO more than three months after the participant’s employment with us terminates, the option will be treated as a non-qualified stock option for federal income tax purposes. If a participant is disabled and terminates employment because of his or her disability, the three-month period is extended to one year. The three-month period does not apply in the case of a participant’s death.

SARs

A participant does not recognize income at the time a SAR is granted. A participant will recognize income at the time cash or stock representing the amount of the appreciation is transferred to the participant pursuant to exercise of a SAR. The amount of income will equal the amount of cash or fair market value of shares paid or transferred to the participant and will be ordinary income. We generally will be entitled to a corresponding federal income tax deduction.

Restricted Stock

Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, the participant generally will not recognize income, and we generally will not be entitled to a corresponding federal income tax deduction at the time restricted stock is granted. When the restrictions lapse, the participant generally will recognize ordinary income equal to the fair market value of the shares as of that date, less any amount paid for the restricted stock, and we generally will be entitled to a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, the participant generally will recognize ordinary income as of the date of grant equal to the fair market value of the common shares as of that date, less any amount the participant paid for the restricted stock, and we generally will be entitled to a corresponding federal income tax deduction at that time. Any future appreciation in the shares generally will be taxable to the participant at capital gains rates. However, if the restricted stock is later forfeited, the participant generally will not be able to recover the tax previously paid pursuant to his Section 83(b) election.

Restricted Stock Units

A participant does not recognize taxable income at the time of grant of a restricted stock unit, and we are not entitled to a tax deduction at that time. The participant will recognize compensation taxable as ordinary income (and subject to income tax withholding), however, at the time of the settlement of the award, equal to the fair market value of any shares delivered and the amount of cash paid by us. We will be entitled to a corresponding deduction, except to the extent that the deduction limits of Section 162(m) of the Code apply.

Israel Sub-plan

Our Israel Sub-plan to the Incentive Plan (the “Israel Sub-plan”) governs certain awards granted to our Israeli employees or service providers, including those who are deemed to be residents of Israel for tax purposes. The Israel Sub-plan provides for grants of options, restricted stock units or restricted stock in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version) 5721-1961 (the “Ordinance”), or, for awards representing a right to purchase shares of our common stock granted to our consultants, advisors, service providers or “controlling shareholders” (as defined in Section 32(9) of the Ordinance), under Section 3(i) of the Ordinance.

Pursuant to the Ordinance, options and shares granted to Israeli employees (who are not “controlling holders” — which for purposes of Section 102 of the Ordinance is a person holding either directly or indirectly 10% or more of the company’s share capital or its voting power, or a person who has the right to receive 10% of the company’s revenues, or a person who has the right to appoint the company’s manager) may be granted only under one of the three tracks available under Section 102. The three tracks available under Section 102 are (i) the “Ordinary Income” track with a trustee, (ii) the “Capital Gains” track with a trustee and (iii) grants without a trustee and without a trust period. The “Capital Gains” track with a trustee provides the most favorable tax treatment for the grantee.

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Our non-employee service providers or employees who are controlling holders may only be granted options or SARs under Section 3(i) of the Ordinance, which does not provide for similar favorable tax benefits as the “Capital Gain” track with a trustee.

Registration With the SEC

If our shareholders approve the Incentive Plan, we plan to file a registration statement on a Form S-8 with the SEC, as soon as reasonably practicable following the 60th day after Closing, to register the shares available for issuance under the Incentive Plan.

New Plan Benefits

As described above, the Compensation Committee, in its discretion, will select the participants who receive awards and the size and types of those awards under the Incentive Plan, if the Incentive Plan is approved by our shareholders. Therefore, the awards (or associated benefits or amounts) that will be made to particular individuals or groups of individuals in the future under the Plan are not currently determinable.

Vote Required for the Incentive Plan Proposal Approval

The Incentive Plan Proposal is conditioned on the approval of the Reorganization Proposal at the Special Meeting.

The Incentive Plan Proposal (and consequently, the Incentive Plan) will be approved and adopted only if the holders of at least a majority of the ordinary shares entitled to vote and actually cast (in person or by proxy) thereon at the general meeting, voting as a single class, vote “FOR” the Incentive Plan Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have no effect on the outcome of the vote on the Incentive Plan Proposal.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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THE ESPP PROPOSAL

Overview

Assuming that the Reorganization is approved, our shareholders are also being asked to approve and adopt the New Starship 2021 Employee Stock Purchase Plan (the “ESPP”). In designing the ESPP, the anticipated future equity needs were considered, and a total of 7,586,640 shares of our common stock will be reserved for issuance under the ESPP. Our board of directors has approved the ESPP, subject to receiving shareholder approval. A summary of the principal features of the ESPP is provided below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the ESPP. A copy of the ESPP is attached to the Reorganization Agreement as Exhibit K. If the Reorganization closes and the ESPP is approved by our shareholders, the ESPP will be administered by the Compensation Committee or the board of directors, which will have the authority to make awards under the ESPP.

If the Reorganization closes and the ESPP is not approved by our shareholders, we will be unable to provide a means by which our employees will be given an opportunity to purchase shares of our common stock, and therefore we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success.

Purpose

The purpose of the ESPP is to provide a means by which our employees may be given an opportunity to purchase shares of our common stock, to assist us in retaining the services of our employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success. The ESPP includes two components. The 423 Component is designed to allow eligible U.S. employees to purchase shares of our common stock in a manner that is intended to qualify for favorable tax treatment under Section 423 of the Internal Revenue Code. In addition, purchase rights may be granted under a Non-423 Component which does not by operation of law qualify for such favorable tax treatment to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. Any Non-423 Component will operate and be administered in the same manner as the 423 Component unless otherwise required under applicable foreign laws.

Administration

Unless otherwise determined by our board of directors, the Compensation Committee of our board of directors will administer the ESPP. The Compensation Committee has the final power to construe and interpret both the ESPP and the rights granted under it. The Compensation Committee has the power, subject to the provisions of the ESPP, to determine when and how rights to purchase our common stock will be granted, the provisions of each offering of such rights (which need not be identical), whether employees of our subsidiary companies will be eligible to participate in the ESPP, whether to adopt sub-plans or special rules applicable to participants in particular designated subsidiaries or locations, which special rules may be designed to be outside the scope of Section 423 of the Internal Revenue Code and under the Non-423 Component, and to amend, suspend or terminate the ESPP.

Shares Subject to the ESPP

Subject to adjustment for certain changes in our capitalization, the maximum number of shares of our common stock that may be issued pursuant to rights granted under the ESPP is 7,586,640 shares. The number of shares of our common stock reserved for issuance under the ESPP will automatically increase on the first day of each calendar year during the term of the ESPP, commencing on January 1, 2022 (assuming the ESPP becomes effective in 2021) through January 1, 2032, by the least of (i) 3,793,320 shares of our common stock, (ii) 1% of the total number of shares of all classes of our common stock outstanding on December 31 of the immediately preceding calendar year or (iii) such smaller number of shares of our common stock as determined by our board of directors. If any rights granted under the ESPP terminate without being exercised in full, the shares of common stock not purchased under such rights shall again become available for issuance under the ESPP. The shares of common stock issuable under the ESPP will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us on the open market.

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Offerings

The ESPP will be implemented by offerings of rights to purchase shares of our common stock to all eligible employees. The Compensation Committee will determine the duration of each offering period, provided that in no event may an offering period exceed 27 months, and the terms and conditions of each offering period will be set forth in an offering document. The Compensation Committee may establish separate offerings which vary in terms (although not inconsistent with the provisions of the ESPP or the requirements of applicable laws). Each offering period will have one or more purchase dates, as determined by the Compensation Committee prior to the commencement of the offering period. The Compensation Committee has the authority to alter the terms of an offering prior to the commencement of the offering period, including the duration of subsequent offering periods. When an eligible employee elects to join an offering period, he or she is granted a right to purchase shares of our common stock on each purchase date within the offering period. On the purchase date, all contributions collected from the participant are automatically applied to the purchase of our common stock, subject to certain limitations (which are described further below under “Eligibility”).

The Compensation Committee has the discretion to structure an offering so that if the fair market value of our common stock on the first trading day of a new purchase period within the offering period is less than or equal to the fair market value of our common stock on the first day of the offering period, then that offering will terminate immediately as of that first trading day, and the participants in such terminated offering will be automatically enrolled in a new offering beginning on the first trading day of such new purchase period.

Eligibility — Broad-Based Participation

Any individual who is employed by us (or by any of our subsidiary companies if such company complies with Section 423 and is designated by the Compensation Committee as eligible to participate in the ESPP) may participate in offerings under the ESPP, provided such individual has been employed by us (or our subsidiary, if applicable) for such continuous period preceding the first day of the offering period as the Compensation Committee may require, but in no event may the required period of continuous employment be equal to or greater than two years. In addition, the Compensation Committee may provide that an employee will not be eligible to be granted purchase rights under the ESPP unless such employee is customarily employed for more than 20 hours per week and five months per calendar year. The Compensation Committee may also provide in any offering that certain of our employees who are “highly compensated” as defined in the Internal Revenue Code are not eligible to participate in the ESPP. Our non-employee directors will not be eligible to participate in the ESPP.

No employee will be eligible to participate in the ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of our stock or of any of our subsidiary companies, including any stock which such employee may purchase under all outstanding purchase rights and options. In addition, no employee may purchase more than $25,000 worth of our common stock (determined based on the fair market value of the shares at the time such rights are granted) in each calendar year during which such rights are outstanding.

As of February 10, 2021, approximately 836 employees would have been eligible to participate in the ESPP.

Participation in the ESPP; Limits on Employee Contributions

An eligible employee may enroll in the ESPP by delivering to us, prior to the date selected by the Compensation Committee as the beginning of an offering period, an agreement authorizing contributions which may not be less than 1% of such employee’s earnings (as defined in the ESPP) during the offering period and may not exceed the maximum amount specified by the Compensation Committee, but in any case, which may not exceed 15% of such employee’s earnings during the offering period. Each participant will be granted a separate purchase right for each offering in which he or she participates. Unless an employee’s participation is discontinued, his or her purchase right will be exercised automatically at the end of each purchase period at the applicable purchase price.

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Purchase Price and Limits; Payroll Deductions

The purchase price per share at which shares of our common stock are sold on each purchase date during an offering period will not be less than the lower of (i) 85% of the fair market value of a share of our common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of our common stock on the purchase date.

The purchase of shares during an offering period generally will be funded by a participant’s payroll deductions accumulated during the offering period. A participant may decrease his or her rate of contributions, as determined by the Compensation Committee and set forth in the offering document. All contributions made for a participant are credited to his or her account under the ESPP and deposited with our general funds.

In connection with each offering made under the ESPP, the Compensation Committee may specify (i) a maximum number of shares of our common stock that may be purchased by any participant on any purchase date pursuant to such offering, which, in any case, may not exceed 15% of such employee’s eligible earnings during the offering period, (ii) a maximum aggregate number of shares of our common stock that may be purchased by all participants pursuant to such offering, and/or (iii) a maximum aggregate number of shares of our common stock that may be purchased by all participants on any purchase date pursuant to such offering. If the aggregate purchase of shares of our common stock issuable upon exercise of purchase rights granted under such offering would exceed any such maximum aggregate number, then the Compensation Committee will make a pro rata allocation of available shares in a uniform and equitable manner.

Withdrawal; Termination of Employment; Restrictions on Transfer

Participants may withdraw from a given offering by delivering a withdrawal form to us and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the Compensation Committee and set forth in the offering document. Upon such withdrawal, we will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s right to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in subsequent offerings under the ESPP.

A participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed by us or any of our subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, we will distribute to the participant his or her accumulated but unused contributions without interest.

Rights granted under the ESPP are not transferable except by will, by the laws of descent and distribution, or if permitted by us, by a beneficiary designation. During a participant’s lifetime, such rights may only be exercised by the participant.

Changes in Capitalization and Effect of Certain Corporate Transactions

In the event that there occurs a change in our capital structure through such actions as a dividend or other distribution, reorganization, merger, amalgamation, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of our assets, or sale or exchange of our common stock or other securities, or other similar corporate transaction or event, affects our common stock such that the Compensation Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the ESPP or with respect to any outstanding purchase rights under the ESPP, the Compensation Committee will appropriately adjust: (i) the type and maximum number of securities subject to the ESPP; (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding purchase rights; and (iii) the class(es) and number of securities that are the subject of any purchase limits under each ongoing offering.

In the event of a corporate transaction (as defined in the ESPP and described below), (i) any surviving or acquiring corporation (or its parent company) may assume or continue outstanding purchase rights granted under the ESPP or may substitute similar rights (including a right to acquire the same consideration paid to the stockholder in the corporate transaction) for such outstanding purchase rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such outstanding purchase rights or does not substitute similar

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rights for such outstanding purchase rights, then the participants’ accumulated contributions will be used to purchase shares of our common stock under such purchase rights, and such purchase rights and the Plan will terminate immediately after such purchase.

Duration, Amendment and Termination

The Compensation Committee may amend, suspend or terminate the ESPP at any time. However, for certain capitalization adjustments, any such amendment must be approved by our stockholders if such approval is required by applicable law, including any listing requirements. Upon termination of the ESPP, each participant’s balance will be refunded as soon as practicable without interest.

Any outstanding purchase rights granted before an amendment or termination of the ESPP will not be materially impaired by any such amendment or termination, except (i) with the consent of the employee to whom such purchase rights were granted, (ii) as necessary to comply with applicable laws, including any listing requirements or governmental regulations (including Section 423 of the Code), or (iii) as necessary to obtain or maintain favorable tax, listing or regulatory treatment.

Notwithstanding anything in the ESPP or any offering to the contrary, the Compensation Committee will be entitled to: (i) change the offering periods, (ii) limit the frequency and/or number of changes in amounts withheld from employee earnings during an offering period, (iii) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, if applicable; (iv) permit contributions in excess of the amount designated by a participant to adjust for delays or mistakes in processing of properly completed contribution elections; (v) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of common stock for each participant properly correspond with that participant’s contributions; and (vi) establish other limitations or procedures as the Compensation Committee determines in its sole discretion advisable that are consistent with the ESPP; provided in each case that such actions qualify under and/or comply with Section 423 of the Code.

Federal Income Tax Information

The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of common stock acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

The ESPP, and the rights of participant employees to make purchases thereunder, qualify for treatment under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of.

Upon sale or other disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares are sold or otherwise disposed of more than two years from the first day of the relevant offering period (and more than one year from the date the shares are purchased), then the participant generally will recognize ordinary income measured as the lesser of:

(i) the excess of the fair market value of the common stock at the time of such sale or disposition over the purchase price of such shares, or

(ii) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period.

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Any additional gain should be treated as long-term capital gain. If the shares are held for at least the holding periods described above but are sold for a price that is less than the purchase price, there will be no ordinary income and the difference will be a long-term capital loss. We will not be entitled to an income tax deduction with respect to the grant or exercise of a right to purchase our shares, or the sale of such shares by a participant, where such participant holds such shares for at least the holding periods described above.

Any sale or other disposition of shares before the expiration of the holding periods described above will be a “disqualifying disposition,” and the participant will recognize ordinary income at the time of such disposition generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price, and we will be entitled to an income tax deduction for such ordinary income. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the holding period following the date the shares were purchased by the participant prior to such sale or disposition, and we will not be entitled to an income tax deduction for any such capital gain.

New Plan Benefits

Participation in the ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. In addition, our board of directors and the compensation committee have not granted any purchase rights under the ESPP that are subject to stockholder approval of this Proposal 2. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the ESPP are not determinable.

Vote Required for the ESPP Proposal Approval

The ESPP Proposal is conditioned on the approval of the Reorganization Proposal at the Special Meeting.

The ESPP Proposal (and consequently, the ESPP) will be approved and adopted only if the holders of at least a majority of the ordinary shares entitled to vote and actually cast (in person or by proxy) thereon at the Special Meeting, voting as a single class, vote “FOR” the ESPP Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have no effect on the outcome of the vote on the ESPP Proposal.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL.

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THE CHARTER PROPOSAL

The charter proposal, if approved, will approve the following material differences between the Proposed Charter to be in effect following the Reorganization and FTOC’s Memorandum and Articles of Association:

• the name of the new public entity will be “Payoneer Global Inc.” as opposed to “FTAC Olympus Acquisition Corp.”;

• New Payoneer will have authorized shares of common stock and authorized shares of Preferred Stock, as opposed to FTOC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized;

• New Payoneer’s corporate existence will be perpetual as opposed to FTOC’s corporate existence terminating if a business combination is not consummated by FTOC within a specified period of time; and

• New Payoneer’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FTOC’s amended and restated memorandum and articles of association contains.

In the judgment of FTOC’s board of directors, the charter proposal is desirable for the following reasons:

• The name of the new public entity is desirable to reflect the reorganization with Payoneer and the business going forward.

• The greater number of authorized number of shares of capital stock is desirable for the combined company to have sufficient shares to issue to the holders of ordinary shares and warrants of FTOC, to issue as merger consideration to the stockholders of Payoneer in the Reorganization, to reserve shares for issuance under the Incentive Plan and ESPP and have additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits (neither of which are currently contemplated).

• The provisions that relate to the operation of FTOC as a blank check company prior to the consummation of its initial business combination would not be applicable after the Reorganization (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

Notwithstanding the foregoing, a large number of authorized but unissued shares of common stock may enable New Payoneer’s board of directors to render it more difficult or to discourage an attempt to obtain control of New Payoneer and thereby protect continuity of or entrench its management, which may adversely affect the market price of New Payoneer’s securities. If, in the due exercise of its fiduciary obligations, for example, New Payoneer’s board of directors were to determine that a takeover proposal were not in the best interests of New Payoneer, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable New Payoneer to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. New Payoneer currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

The Charter Proposal is conditioned on the approval of the Reorganization Proposal and the Domestication Proposal at the Special Meeting. If the Reorganization Proposal and the Domestication Proposal are not approved, the Charter Proposal will not be presented at the Special Meeting.

A copy of New Payoneer’s Amended and Restated Certificate of Incorporation, as will be in effect assuming approval of all of the Charter Proposal and upon consummation of the Reorganization, is attached to this proxy statement/prospectus as Annex B.

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Recommendation and Vote Required for the Charter Proposal Approval

The approval of the Charter Proposal will require the affirmative vote of holders of two-thirds (2/3) majority of the shares present in person or by proxy and entitled to vote at the annual meeting. Abstentions will count as votes “against” the proposal. Broker non-votes will have no effect on the proposal because brokers are not entitled to vote on the matter absent voting instructions from the beneficial holder.

THE FTOC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FTOC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

FTOC is an exempted company incorporated under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Companies Law”). The Companies Law differs in some material respects from laws generally applicable to United States corporations and their stockholders. New Payoneer (to be renamed Payoneer Global Inc.) is a Delaware corporation incorporated under the DGCL. Cayman Island law and FTOC’s amended and restated memorandum and articles of association govern the rights of FTOC’s shareholders. In addition, memorandum and articles of association of FTOC differ in certain material respects from the amended and restated certificate of incorporation and bylaws of New Payoneer. As a result, when you become a stockholder of New Payoneer, your rights will differ in some regards as compared to when you were a shareholder of FTOC.

Below is a summary chart outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of FTOC and New Payoneer according to applicable law and/or the organizational documents of FTOC and New Payoneer. You also should review the Proposed Charter of New Payoneer (as same will be in effect assuming approval of the Reorganization Proposal and the Domestication Proposal and upon consummation of the Reorganization) attached as Annex B to this proxy statement/prospectus, as well as the Delaware corporate law and corporate laws of the Cayman Islands, including the Companies Law, to understand how these laws apply to New Payoneer and FTOC.

Corporate Law

Provision

FTOC
(An Exempted Company under
Cayman Islands Law)

New Payoneer
(A Delaware Corporation)

Applicable legislation

The Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised)

General Corporation Law of the State of Delaware

Stockholder/Shareholder Approval of Business Combinations/Reorganizations

Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.

All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.

Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.

A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.

Mergers generally require approval of a majority of all outstanding shares.

Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.

Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.

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Provision	FTOC (An Exempted Company under Cayman Islands Law)	New Payoneer (A Delaware Corporation)
Special Vote Required for Combinations with Interested Stockholders/Shareholders	No Similar Provision	A corporation may not engage in a business combination with an interested stockholder (15% or more holder) for a period of three years after the time of the transaction in which the person became an interested stockholder without approval from the board of directors prior to such transaction.
Appraisal Rights	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.	Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above.
Stockholder/Shareholder Meetings; Quorum	Subject to the articles of association, matters which require shareholder approval, whether under Cayman Islands statute or the company’s articles of association, are determined (subject to quorum requirements) by simple majority of the shares present and voting at a meeting of shareholders. Where the proposed action requires approval by “Special Resolution” (such as the amendment of the company’s constitutional documents) the approval of not less than two-thirds of the shares present and voting at a meeting of shareholders is required.	Stockholder approval of mergers and amendments of constitutional documents require a majority of outstanding shares; most other stockholder approvals require a majority of those present and voting, provided a quorum is present.
	Quorum is set in the company’s articles of association.	Quorum is set in the constitutional documents, but cannot be less than one-third of outstanding shares.

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Provision	FTOC (An Exempted Company under Cayman Islands Law)	New Payoneer (A Delaware Corporation)
Stockholder/Shareholder Consent to Action Without Meeting	Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written consent.	The certificate of incorporation may provide that its stockholders may not act by written consent.
Inspection of Books and Records	Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.	Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business.
Stockholder/Shareholder Lawsuits	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances.	A stockholder may bring a derivative suit subject to procedural requirements.
Removal of Directors;	A company’s articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.	Except in the case of a corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.
	The articles of association may permit the board to fill any vacancies	The board may increase the size of the board and fill any vacancies.
Classified or Staggered Boards	Classified boards are permitted.	Classified boards are permitted.
Fiduciary Duties of Directors	A director owes a fiduciary duty to exercise loyalty, honesty and good faith to the company as a whole.	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.
	In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
	Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
Indemnification of Directors and Officers	A Cayman Islands exempted company generally may indemnify its directors or officers, except with regard to fraud or willful default.	A corporation is generally permitted to indemnify its directors and officers acting in good faith.
Limited Liability of Directors	Liability of directors may be limited, except with regard to their actual fraud or willful default.	Permits the limiting or eliminating of the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.

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Comparison of Shareholders’ Rights

Set forth below is a summary comparison of material differences between the rights of FTOC Shareholders under FTOC’s Memorandum and Articles of Association and bylaws (left column) and the rights of New Payoneer stockholders under forms of the Proposed Charter and Proposed Bylaws (right column), which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. This summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents and is qualified in its entirety by reference to the full text of those documents, as well as the relevant provisions of Cayman Islands law and DGCL.

Organizational Documents

FTOC (an Exempted Company under Cayman Islands Law)		New Payoneer (a Delaware corporation)
The objects for which FTOC is established are unrestricted and FTOC shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.		The purpose of New Payoneer is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).
The share capital of FTOC is 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.		The total number of shares of all classes of capital stock which New Payoneer has authority to issue is of which shares is Common Stock of the par value of $0.001 per share and is Preferred Stock of the par value of $0.001 per share.
No Similar Provisions		Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences, and relative, participating, optional, or other special rights and such qualifications, limitations, or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
Ordinary Shares. The Directors may allot, issue, grant options over or otherwise dispose of Ordinary Shares (including fractions of an Ordinary Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividends or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.		Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

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FTOC (an Exempted Company under Cayman Islands Law)		New Payoneer (a Delaware corporation)
		The Proposed Charter will contain provisions to enable the New Payoneer Board of Directors to prevent the transfer of capital stock, or the exercise of rights with respect to New Payoneer’s capital stock, if the effect of such transfer or exercise of such rights would result in a stockholder holding more than 9.9% of the total issued and outstanding shares of New Payoneer capital stock on a fully diluted basis. See section titled “Description of New Payoneer Securities — Transfer Restrictions.”
Except as the Companies Law or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in FTOC’s articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.		The Board of Directors is divided into three classes: Class I, Class II, and Class III. The number of directors in each class shall be as nearly equal as possible. The directors in Class I shall be elected for a term expiring on the date of the 2022 Annual Meeting of Stockholders, the directors in Class II shall be elected for a term expiring on the date of the 2023 Annual Meeting of Stockholders, and the directors in Class III shall be elected for a term expiring at the 2024 Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the DGCL may otherwise require and subject to the rights of the holders or any series of Preferred Stock then outstanding, if any, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Proposed Bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation, or removal of a director shall serve for the remainder of the full term of the director whose death, resignation, or removal shall have created such vacancy and until his successor shall have been elected and qualified.
Votes of shareholders shall be decided on a show of hands, unless a poll is demanded in accordance with the memorandum and articles of association.		Election of directors need not be by ballot unless the Proposed Bylaws so provide.
The memorandum and articles of association may only be amended by a special resolution of the shareholders.		The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to, or repeal the Bylaws.

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FTOC (an Exempted Company under Cayman Islands Law)		New Payoneer (a Delaware corporation)
No Similar Provision		The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of New Payoneer which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon New Payoneer and upon all the stockholders as though it had been approved or ratified by every stockholder of New Payoneer, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.
The business of FTOC shall be managed by the Directors who may exercise all the powers of FTOC.		The directors are empowered to exercise all such powers and do all such acts and things as may be exercised or done by New Payoneer; subject, nevertheless, to the provisions of the statutes of Delaware, of New Payoneer’s Certificate of Incorporation, and to any Bylaws from time to time made by the stockholders; provided, however, that no Bylaw so made shall invalidate any prior act of the directors which would have been valid if such Bylaw had not been made.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against dishonesty, fraud or the consequences of committing a crime. FTOC’s amended and restated memorandum and articles of association provides for indemnification of officers and directors to the maximum extent permitted by law, including, for any matter in respect of fraud or dishonesty, any liability incurred in their capacities as such, except through their own fraud or dishonesty.		A director of New Payoneer shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.
See above response.		A director of New Payoneer shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

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FTOC (an Exempted Company under Cayman Islands Law)		New Payoneer (a Delaware corporation)
No Similar Provision		Unless New Payoneer consents in writing to the selection of an alternative forum, the sole and exclusive forum (A) for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of New Payoneer, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Payoneer to New Payoneer or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or New Payoneer’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants or (B) for any complaint asserting a cause of action arising under the federal securities laws of the United States shall be the federal district courts of the United States.

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THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow FTOC’s board of directors to adjourn the Special Meeting to a later date or dates, if necessary. In no event will FTOC solicit proxies to adjourn the Special Meeting or consummate the Reorganization beyond the date by which it may properly do so under its amended and restated memorandum and articles of association and Cayman Island law. The purpose of the Adjournment Proposal is to provide more time for the FTOC officers, directors, initial stockholders, Payoneer, and the Payoneer stockholders to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the Reorganization proposal and to meet the requirements that are necessary to consummate the Reorganization, See the section titled “The Reorganization Proposal — Interests of FTOC’s Directors and Officers in the Reorganization,”

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented to the meeting and is not approved by the stockholders, FTOC’s board of directors may not be able to adjourn the Special Meeting to a later date or dates. In such event, the Reorganization may not be completed.

Required Vote

The approval of the Adjournment Proposal will require affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Special Meeting. Abstentions will count as votes “against” the proposal. Broker non-votes will have no effect on the proposal because brokers are not entitled to vote on the matter absent voting instructions from the beneficial holder.

THE FTOC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FTOC SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 assumes that the Reorganization occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 presents pro forma effect to the Reorganization as if it had been completed on January 1, 2020.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

• Assuming that none of the warrant holders will exercise their rights prior to the cash distribution.

• Assuming that all options vested as of February 28, 2021 will participate in the cash distribution.

• Assuming No Redemptions: This presentation assumes that no FTAC Olympus Acquisition Corp. stockholders exercise redemption rights with respect to their public shares.

• Assuming Maximum Redemptions: This presentation assumes that FTAC Olympus Acquisition Corp. stockholders holding approximately 43,000,000 shares of Series A Stock will exercise their redemption rights for the approximately $430.0 million of funds in FTAC Olympus Acquisition Corp.’s trust account (assuming the value of the redeemed Class A ordinary shares is $10 per share) leaving $625.0 million of gross proceeds including full investment of the PIPE. Payoneer’s obligations under the Reorganization Agreement are subject to having at least $325.0 million Minimum Cash Amount (as such term is defined in the Reorganization Agreement). Furthermore, FTAC Olympus Acquisition Corp. will only proceed with the Reorganization if it will have net tangible assets of at least $5.0 million either immediately prior to or upon consummation of the Reorganization.

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Description of the Transactions

The aggregate value of the consideration paid in respect of Payoneer is approximately $3.118 billion, which will be paid to (a) the Payoneer stockholders (other than holders of shares of Series 1 Preferred Stock) in the form of shares of New Payoneer common stock valued at $10.00 per share, and cash, as determined by Payoneer, and (b) (i) holders of vested Payoneer options exercisable for Payoneer common stock in the form of cash and newly issued options of New Payoneer exercisable for New Payoneer common stock, (ii) holders of unvested options exercisable for Payoneer common stock in the form of newly issued options of New Payoneer exercisable for New Payoneer common stock and (iii) holders of restricted stock units in the form of newly issued restricted stock units denominated in shares of New Payoneer common stock, and (c) holders of Payoneer warrants exercisable for Payoneer common stock in the form of newly issued New Payoneer Warrants exercisable for New Payoneer common stock, in each case, subject to the terms of the Reorganization Agreement.

Consideration

The following represents the aggregate merger consideration under the no redemption and maximum redemption scenarios, assuming no redemption and maximum redemption:

	Assuming no redemption			Assuming maximum redemption
	Purchase Price		Shares Issued	Purchase Price		Shares Issued
	(in thousands, except share amounts)
Share Consideration to FTAC Olympus Acquisition Corp(a)	$	776,444	83,467,704	$	325,000	38,720,706
PIPE(a)	$	300,000	30,000,000	$	300,000	30,000,000

____________

(a) The value of FTOC Class A ordinary shares and the common shares to be issued to the PIPE investors are assuming $10 per share.

The following represents the aggregate value of the consideration paid in respect of Payoneer under the no redemption and maximum redemption scenarios:

	Assuming no redemption				Assuming maximum redemption
	Consideration			Shares Issued	Consideration			Shares Issued
	(in millions, except share amounts)
Common stock issued to Payoneer(a)	$	2,232		223,217,656	$	2,420		242,026,193
Warrants issued to Payoneer Warrants holder(b)	$	101		10,123,802	$	101		10,123,802
Options issued to Payoneer Option holders(c)	$	507		50,702,803	$	532		53,193,547
Total Equity consideration	$	2,840		284,044,261		3,053		305,343,542
Available Cash Consideration	$	391			$	183
Equity value from outstanding exercise price of Warrant and options(d)	$	(113	)		$	(118	)
Total Consideration paid in respect of Payoneer	$	3,118			$	3,118

____________

(a) The value of Common stock is reflected at $10 per share.

(b) Assuming all current outstanding warrants would not be exercised before the Reorganization, calculated as outstanding warrants multiplied by the Exchange Ratio.

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(d) Per the Reorganization Agreement the Equity Value, which is used to calculate the Per Share Merger Consideration Value, includes the exercise price of warrants and options. In addition, the cash paid out to the holders of the Cash out Vested Company Options is the excess, if any, of (x) the Per Share Merger Consideration Value over (y) the applicable exercise price.

Ownership

	Assuming No Redemption			Assuming Maximum Redemption
	Shares	%		Shares	%
Total Payoneer
FTAC Olympus Acquisition Corp(a)	83,467,704	24.8	%	38,720,706	12.5	%
Existing Payoneer Shareholders(b)	223,217,656	66.3	%	242,026,193	77.9	%
PIPE Shares	30,000,000	8.9	%	30,000,000	9.6	%
Total Company Common Stock Outstanding at Closing (excluding unvested common stock and Earn-out shares)	336,685,360	100	%	310,746,899	100	%
Payoneer Earn-Out Shares(c)	30,000,000			30,000,000
Management Transaction Bonus Plan Pool(d)	1,000,000			1,000,000
Founder Shares(e)	11,646,656			8,152,659
Total Company Common Stock Outstanding at Closing (excluding unvested common stock)	379,332,016			349,899,558

____________

(a) FTAC Olympus Acquisition Corp:

• Assuming no redemption: based on current outstanding shares of 77,644,376 FTOC Class A shares, as well as 5,823,328 FTOC Class B shares which are not subject to restrictions.

(d) Management Transaction Bonus Plan Pool — per Section 7.18 (c) to the reorganization.

(e) Founder Shares —

• Assuming no redemption: 11,646,656 FTOC Class B shares which are subject to restriction per Section 1.2 of the Sponsor Share Surrender and Share Restriction Agreement;

• Assuming maximum redemption: 8,152,659 FTOC Class B shares set forth in Section 1.1 (c) of the Sponsor Share Surrender and Share Restriction Agreement, and subject to restriction per section 1.2 of the Sponsor Share Surrender and Share Restriction Agreement.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are based on the historical financial statements of FTAC Olympus Acquisition Corp. and Payoneer. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020
(in thousands, assuming no redemptions)

	as of December 31, 2020								as of December 31, 2020
	Payoneer (Historical)		FTAC Olympus Acquisition Corp. (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	102,988	$	5,102	$	663,561		(A)	$	771,651
Restricted cash		26,394		—		—				26,394
Customer funds		3,346,722		—		—				3,346,722
Accounts receivable, net		17,843		—		—				17,843
CA receivables, net		66,095		—		—				66,095
Other current assets		10,417		386		—				10,803
Total current assets		3,570,459		5,488		663,561				4,239,508
NON-CURRENT ASSETS:
Property, equipment and software, net		12,694		—		—				12,694
Goodwill		22,541		—		—				22,541
Intangible assets, net		34,415		—		—				34,415
Restricted cash		5,199		—		—				5,199
Deferred taxes		3,684		—		—				3,684
Investment in associated company		6,858		—		—				6,858
Severance pay fund		1,624		—		—				1,624
Marketable securities held in trust account		—		754,769		(754,769	)	(B)		—
Other assets		12,210		—		—				12,210
Total assets	$	3,669,684	$	760,257	$	(91,208	)		$	4,338,733

LIABILITIES
CURRENT LIABILITIES:
Trade payables		17,245		120		—				17,365
Outstanding operating balances		3,346,722		—		—				3,346,722
Current portion of long-term debt		13,500		—		—				13,500
Other payables		63,455		—		95,000		(F)		158,455
Total current liabilities		3,440,922		120		95,000				3,536,042

NON-CURRENT LIABILITIES:
Long-term debt		26,525		—		—				26,525
Deferred underwriting fee payable		—		30,285		(30,285	)	(H)		—
Other long-term liabilities		12,403		—		—				12,403
Total liabilities		3,479,850		30,405		64,715				3,574,970

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020 — (Continued)
(in thousands, assuming no redemptions)

	as of December 31, 2020										as of December 31, 2020
	Payoneer (Historical)			FTAC Olympus Acquisition Corp. (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Redeemable convertible preferred stock, $0.01 par value, 111,452,020 shares authorized; 111,452,020 shares issued and outstanding; aggregate liquidation preference of $213,484 at December 31, 2020. Pro forma 0 Shares Authorized, Issued and outstanding as of December 31, 2020		154,800			—			(154,800	)	(I)		—
Redeemable preferred stock, $10,000 par value, 3,500 shares authorized; 3,500 shares issued and outstanding; aggregate liquidation preference of $36,520 at December 31, 2020		10,735			—			—				10,735
Common stock subject to possible redemption 72,485,247 shares at $10.00 per share redemption value; Pro forma 0 shares at $10.00 per share redemption value		—			724,852			(724,852	)	(J)		—
SHAREHOLDERS’ EQUITY:												—
Common stock; Payoneer historical Common stock of $0.01; 170,274,443 Shares authorized as of December 31, 2020; 25,855,413 Shares issued and outstanding as of December 31, 2020; FTAC Olympus Acquisition Corp (historical) Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,159,129 shares issued and outstanding (excluding 72,485,247 shares subject to possible redemption); Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 19,411,094 shares issued and outstanding; Pro Forma Combined, Class A ordinary shares, $0.0001 par value; 0 shares authorized issued and outstanding; Class B ordinary shares, $0.0001 par value; 0 shares authorized issued and outstanding; Pro Forma Combined Common stock of $0.01; [•] Shares authorized as of December 31, 2020; 336,685,360 Shares issued and outstanding as of December 31, 2020		259			2			3,106		(N)		3,367
Additional paid-in capital		79,933			5,657			720,514		(K)		806,104
Accumulated other comprehensive income (loss)		4,174			—			—				4,174
Accumulated deficit		(60,067	)		(659	)		109		(L)		(60,617	)
Total shareholders’ equity (deficiency)		24,299			5,000			723,729				753,028
Total liabilities redeemable and redeemable convertible preferred stock and shareholders’ equity	$	3,669,684		$	760,257		$	(91,208	)		$	4,338,733

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020
(in thousands, assuming maximum redemption)

	as of December 31, 2020								as of December 31, 2020
	Payoneer (Historical)		FTAC Olympus Acquisition Corp. (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	102,988	$	5,102	$	442,145		(A)	$	550,235
Restricted cash		26,394		—		—				26,394
Customer funds		3,346,722		—		—				3,346,722
Accounts receivable, net		17,843		—		—				17,843
CA receivables, net		66,095		—		—				66,095
Other current assets		10,417		386		—				10,803
Total current assets		3,570,459		5,488		442,145				4,018,092
NON-CURRENT ASSETS:
Property, equipment and software, net		12,694		—		—				12,694
Goodwill		22,541		—		—				22,541
Intangible assets, net		34,415		—		—				34,415
Restricted cash		5,199		—		—				5,199
Deferred taxes		3,684		—		—				3,684
Investment in associated company		6,858		—		—				6,858
Severance pay fund		1,624		—		—				1,624
Marketable securities held in trust account		—		754,769		(754,769	)	(B)		—
Other assets		12,210		—		—				12,210
Total assets	$	3,669,684	$	760,257	$	(312,624	)		$	4,117,317

LIABILITIES
CURRENT LIABILITIES:
Trade payables		17,245		120		—				17,365
Outstanding operating balances		3,346,722		—		—				3,346,722
Current portion of long-term debt		13,500		—		—				13,500
Other payables		63,455		—		95,000		(F)		158,455
Total current liabilities		3,440,922		120		95,000				3,536,042

NON-CURRENT LIABILITIES:
Long-term debt		26,525		—						26,525
Deferred underwriting fee payable		—		30,285		(30,285	)	(H)		—
Other long-term liabilities		12,403		—		—				12,403
Total liabilities		3,479,850		30,405		64,715				3,574,970

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020 — (Continued)
(in thousands, assuming maximum redemption)

	as of December 31, 2020										as of December 31, 2020
	Payoneer (Historical)			FTAC Olympus Acquisition Corp. (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Redeemable convertible preferred stock, $0.01 par value, 111,452,020 shares authorized; 111,452,020 shares issued and outstanding; aggregate liquidation preference of $213,484 at December 31, 2020. Pro forma 0 Shares Authorized, Issued and outstanding as of December 31, 2020		154,800			—			(154,800	)	(I)		—
Redeemable preferred stock, $10,000 par value, 3,500 shares authorized; 3,500 shares issued and outstanding; aggregate liquidation preference of $36,520 at December 31, 2020.		10,735										10,735
Common stock subject to possible redemption 72,485,247 shares at $10.00 per share redemption value; Pro forma 0 shares at $10.00 per share redemption value		—			724,852			(724,852	)	(J)		—
SHAREHOLDERS’ EQUITY:
Common stock; Payoneer historical Common stock of $0.01; 170,274,443 Shares authorized as of December 31, 2020; 25,855,413 Shares issued and outstanding as of December 31, 2020; FTAC Olympus Acquisition Corp (historical) Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,159,129 shares issued and outstanding (excluding 72,485,247 shares subject to possible redemption); Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 19,411,094 shares issued and outstanding; Pro Forma Combined, Class A ordinary shares, $0.0001 par value; 0 shares authorized issued and outstanding; Class B ordinary shares, $0.0001 par value; 0 shares authorized issued and outstanding; Pro Forma Combined Common stock of $0.01; [•] Shares authorized as of December 31, 2020; 310,746,899 Shares issued and outstanding as of December 31, 2020.		259			2			2,846		(N)		3,107
Additional paid-in capital		79,933			5,657			499,358		(K)		584,948
Accumulated other comprehensive income (loss)		4,174			—			—				4,174
Accumulated deficit		(60,067	)		(659	)		109		(L)		(60,617	)
Total shareholders’ equity (deficiency)		24,299			5,000			502,313				531,612
Total liabilities redeemable and redeemable convertible preferred stock and shareholders’ equity	$	3,669,684		$	760,257		$	(312,624	)		$	4,117,317

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share data)

	For the year ended December 31, 2020
	Payoneer (Historical)			FTAC Olympus Acquisition Corp. (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenues	$	345,592			—						$	345,592
Operating Expenses:
Transaction costs		97,040			—							97,040
Other operating expenses		81,976			—							81,976
Research and Development expenses		52,301			—							52,301
Sales and Marketing expenses		76,846			—							76,846
General and Administrative expenses		37,629			685							38,314
Depreciation and Amortization		17,095			—			—				17,095
Total Operating Expenses		362,887			685			—				363,572
Operating income (loss)		(17,295	)		(685	)		—				(17,980	)
Financial Income (loss), net		2,012			25			(25	)	(AAA)		2,012
Income (loss) before Taxes		(15,283	)		(659	)		(25	)			(15,968	)
Taxes on Income		8,320			—							8,320
Share in (profits) losses of associated company		143			—							143
Net Loss	$	(23,746	)	$	(659	)	$	(25	)		$	(24,431	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.50	)	$
Weighted average common shares outstanding, basic and diluted		25,004,093
Pro forma net loss per share attributable to common stockholders, basic and diluted (assuming no redemption)											$	(0.07	)
Pro forma weighted average common shares outstanding, basic and diluted (assuming no redemption)												334,983,219
Pro forma net loss per share attributable to common stockholders, basic and diluted (assuming maximum redemption)											$	(0.08	)
Pro forma weighted average common shares outstanding, basic and diluted (assuming maximum redemption)												308,888,536

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 are based on the historical financial statements of Payoneer and FTAC Olympus Acquisition Corp. For the purposes of this section, “Legacy Payoneer” refers to Payoneer Inc. prior to the Reorganization. The transaction accounting adjustments for the transaction consist of those necessary to account for the transaction.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

Payoneer and FTAC Olympus Acquisition Corp. Corporation did not have any historical relationship prior to the Reorganization. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined balance sheet as of December 31, 2020, assumes that the Reorganization occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 presents pro forma effect to the Reorganization as if it had been completed on January 1, 2020.

The unaudited pro forma condensed combined balance sheet as of December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

• FTAC Olympus Acquisition Corp. Corporation’s audited balance sheet as of December 31, 2020, and the related notes for the period from June 2, 2020 (inception) through December 31, 2020, included elsewhere in this proxy statement/prospectus; and

• Payoneer’s audited consolidated balance sheet as of December 31, 2020, and the related notes for the year ended December 31, 2020 included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

• FTAC Olympus Acquisition Corp.’s audited statement of operations for the period from June 2, 2020 (inception) through December 31, 2020 and the related notes included elsewhere in this proxy statement/prospectus; and

• Payoneer’s audited consolidated statements of operations for the year ended December 31, 2020 and the related notes included elsewhere in this proxy statement/prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Reorganization.

The pro forma adjustments reflecting the consummation of the Reorganization are based on certain currently available information and certain assumptions and methodologies that FTAC Olympus Acquisition Corp. believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.

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Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. FTAC Olympus Acquisition Corp. believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Reorganization based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Reorganization taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Payoneer. They should be read in conjunction with the historical financial statements and notes thereto of FTAC Olympus Acquisition Corp. and Payoneer.

2 Accounting Policies

Upon consummation of the Reorganization, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Payoneer. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Reorganization and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Reorganization, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the Post-Reorganization Company.

The unaudited pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had New Payoneer filed consolidated income tax returns during the periods presented.

The unaudited condensed combined pro forma statements of operations do not contain any adjustment for the related effect on income tax expense for the year ended December 31, 2020 applied to the reduction in interest and any transaction costs expense as none of the companies currently believe that a tax deduction would be realizable.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of New Payoneer’s shares outstanding, assuming the Reorganization occurred on January 1, 2020.

In addition, certain holders have the right to receive additional shares of Common Stock if certain share price thresholds are achieved within five years of the Closing Date. The Company is currently finalizing its accounting analysis of the Earn-Out Shares, and specifically, whether the Earn-Out shares are earned based on events that are indexed to the common stock of New Payoneer. The potential effect of these Earn-Out Shares, which will be treated as equity or as a liability, upon completion of its accounting analysis, has currently been excluded from these unaudited proforma condensed combined financial information. Additionally, the Company will analyze its accounting of the Founder Shares as a result of the proposed Reorganization. The Founder Shares have been classified within equity in these Unaudited Pro Forma Condensed Combined financial information.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2020 are as follows:

(A) Represents pro forma adjustments to the cash balance to reflect in case of no redemption the following:

	(in thousands)
Reclassification of Marketable securities held in Trust Account	$	754,769		(B)
Cash distribution		(391,208	)	(C)
Proceeds from PIPE		300,000		(E)
	$	663,561		(A)

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Or the following in case of maximum redemption

	(in thousands)
Reclassification of Marketable securities held in Trust Account	$	325,000		(D)
Cash distribution		(182,855	)	(C)
Proceeds from PIPE		300,000		(E)
	$	442,145		(A)

(B) Reflects the reclassification of $754.8 million of marketable securities held in the Trust Account that becomes available following the Reorganization or redeemed in case of maximum redemption.

(C) Represent the cash distribution of $391.2 million and $182.9 million in the case of no redemption and maximum redemption, respectively, due to Payoneer shareholders as part of merger consideration. The cash distribution was determined based on 137,517,532 outstanding shares of Payoneer as of February 28, 2021, minus 12,285,956 rollover shares, multiplied by the Per Share Cash Consideration (as such term defined in the Reorganization Agreement) plus 16,583,943 outstanding vested options as of February 28, 2021 multiplied by the Per Share Cash Consideration minus the respective exercise price of the vested options. The Per Share Cash Consideration is subject to Cash Consideration Cap per section 3.1.(b) of the Reorganization Agreement.

(D) Reflects the reclassification of $325.0 million of marketable securities held in the Trust Account that becomes available following the Reorganization in the case of maximum redemption.

(E) Reflects the proceeds of $300.0 million from the issuance and sale of 30,000,000 shares of common stock at $10.00 per share in a private placement pursuant to the Subscription Agreements.

(F) Represents estimated transaction costs of approximately $ 95.0 million dollars consisting of $64.7 million (See G) incurred by Legacy Payoneer in consummating the transaction and approximately $30.3 million of Deferred Underwriting Fee Payable (see H) classified to short term liability.

(G) Represents transaction costs of approximately $64.2 million incurred by Legacy Payoneer in consummating the transaction.

(H) Represents the re classification of $30.3 million of Deferred Underwriting Fee Payable (see F) to short term liability.

(I) Reflects the conversion of 111,452,020 shares of Legacy Payoneer convertible preferred stock into 111,452,020 shares of Legacy Payoneer common stock.

(J) Reflects the reclassification of $724.8 million related to common stock subject to possible redemption to permanent equity, in case of no redemption, or $325.0 the redeemed value in case of maximum redemption

(K) Represents pro forma adjustments to additional paid-in capital balance to reflect the following case of no redemption:

Payment of transaction fees for Legacy Payoneer	$	(64,165	)	(G)
Issuance of common stock from PIPE		300,000		(E)
Conversion of Legacy Payoneer preferred stock to Legacy Payoneer common stock		154,800		(I)
Reclassification of common stock subject to redemption		724,852		(J)
Cash distribution		(391,208	)	(C)
Reclassification of FTAC Olympus Acquisition Corp. accumulated deficit		(659	)	(M)
Adjustment of Par value of shares		(3,106	)	(N)
	$	720,514		(K)

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Represents pro forma adjustments to additional paid-in capital to reflect in case of maximum redemption the following:

Payment of transaction fees for Legacy Payoneer	$	(64,165	)	(G)
Issuance of common stock from PIPE		300,000		(E)
Conversion of Legacy Payoneer preferred stock to Legacy Payoneer common stock		154,800		(I)
Reclassification of common stock subject to redemption		295,083		(J)
Cash distribution		(182,855	)	(C)
Reclassification of FTAC Olympus Acquisition Corp. accumulated deficit		(659	)	(M)
Adjustment of Par value of shares		(2,846	)	(N)
	$	499,358		(K)

(L) Represents pro forma adjustments to accumulated loss to reflect the following:

Reclassification of FTAC Olympus Acquisition Corp. accumulated deficit		659		(M)
Transaction expenses		(550	)	(O)
	$	109		(L)

(M) Represents the amount of the formation and operating costs recorded in FTAC Olympus Acquisition Corp.

(N) Represents pro forma adjustments to common stock due to issuance of 286,259,724 and 260,321,263 shares and conversion of convertible preferred stock in the case of no redemption and maximum redemption, respectively, based on the expected total outstanding shares as per the Ownership table above minus the total amount of shares outstanding as of February 28, 2021:

	Assuming No Redemption	Assuming Maximum Redemption
	Shares	Shares
Conversion of Legacy Payoneer preferred stock to Legacy Payoneer common stock	111,42,020	111,42,020
Additional Stock issued for Payoneer as per consideration	85,910,223	104,718,760
Reclassification of common stock subject to redemption (FTOC)	58,897,481	14,150,483
PIPE	30,000,000	30,000,000
Total pro-forma adjustment to common stock	286,259,724	260,321,263

(O) Represent $550 thousand of transaction expenses that would not be capitalized.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(AAA) Represents $25 thousand of interest earned on money in trust account that has been cancelled.

4. Loss per Share

Net loss per share is calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Reorganization, assuming the shares were outstanding since January 1, 2020. As the Reorganization is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Reorganization have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

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The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the year ended December 31, 2020:

NEW PAYONEER

	Year ended December 31, 2020
	Assuming no redemption			Assuming maximum redemption
Pro forma net loss (in thousands)	$	(24,431	)	$	(24,431	)
Weighted average shares outstanding – basic and diluted		334,983,219			308,888,536
Net loss per share – basic and diluted	$	(0.07	)	$	(0.08	)
Weighted average shares outstanding – basic and diluted
FTAC Olympus Acquisition Corp(a)		83,467,704			38,720,706
PIPE Investors		30,000,000			30,000,000
Legacy Payoneer stockholders(b)(d)		40,097,706			43,777,889
Legacy Payoneer Converted preferred shares(c)		181,417,809			196,389,941
		334,983,219			308,888,536

____________

(a) FTAC Olympus Acquisition Corp:

• Assuming no redemption: based on current outstanding shares of 77,644,376 FTOC Class A shares, as well as 5,823,328 FTOC Class B shares which are not subject to restrictions.

(b) Calculated as the weighted average outstanding shares for each period multiplied by the number of shares to be issued per each Payoneer outstanding common share in the execution of the Reorganization.

(c) Based on 111,452,020 outstanding shares of Payoneer as of February 28, 2021, reduced by 14,953,185 shares and 6,989,285 shares subject to cash out under the no redemption and maximum redemption scenario, respectively, multiplied by the assumed Exchange Ratio of 1.880.

(d) The pro forma basic and diluted shares of Legacy Payoneer stockholders exclude 53.2 and 50.7 million in the case of maximum redemption and no redemption, respectively, of unexercised employee stock options and 10.1 million warrants, as these are not deemed a participating security and their effect is antidilutive.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF FTOC

FTOC is providing the following selected historical financial information to assist the analysis of the financial aspects of the reorganization agreement.

The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FTOC.

Statement of Operations Data:

In thousands $, except from share data	For the Period from June 2, 2020 (inception) through December 31, 2020
	(Unaudited)
Formation and Operating Costs		685
Loss from Operations		(685	)
Interest Earned on Marketable Securities held in Trust Account		25
Net Loss		(659	)
Weighted average shares outstanding of Class A redeemable ordinary shares		75,376,489
Basic and diluted net income per share, Class A redeemable ordinary shares	$	(0.00	)
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		20,766,410
Basic and diluted net loss per share, Class A Class B non-redeemable ordinary shares	$	(0.03	)

Balance Sheet Data:

In thousands, $		As of December 31, 2020
		(Unaudited)
Cash		5,102
Marketable securities held in Trust Account		754,769
Total Assets		760,257
Total Liabilities		30,405
Ordinary shares subject to possible redemption, 72,485,247 shares at $10.00 per share redemption value at December 31, 2020		724,852
Total Stockholders’ Equity		5,000

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SELECTED HISTORICAL FINANCIAL DATA OF PAYONEER

The information below is only a summary and should be read in conjunction with the sections entitled “Payoneer Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Payoneer’s consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

Balance Sheet Data:

In thousands $	Payoneer as of 31 December, 2020	Payoneer as of 31 December, 2019		Payoneer as of 31 December, 2018
Cash and Cash Equivalents	102,988	114,896		104,011
Customer Funds	3,346,722	1,686,778		1,394,079
Total assets	3,669,684	1,960,710		1,577,487
Outstanding operating balances	3,346,722	1,686,778		1,394,079
Current portion of long-term debt	13,500	—		—
Long-term debt	26,525	60,000		—
Total liabilities	3,479,850	1,811,273		1,439,151
Redeemable Convertible preferred stock, $0.01 par value, 111,452,020 shares authorized; 111,452,020 shares issued and outstanding; aggregate liquidation preference of $213,484, $201,368 and $189,971 at December 31, 2020, December 31, 2019 and December 31, 2018 respectively.	154,800	154,800		154,800
Redeemable preferred stock, $10,000 par value, 3,500 shares authorized; 3,500 shares issued and outstanding; aggregate liquidation preference of $36,520 at December 31, 2020.	10,735	—		—
Total shareholders’ equity (deficit)	24,299	(5,363	)	(16,464	)

Statement of Operations Data:

In thousands $, except from share data	Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Revenues	$	345,592		$	317,750		$	260,135
Transaction costs		97,040			94,665			81,368
Other operating expenses		81,976			82,295			68,883
Research and Development expenses		52,301			34,772			29,383
Sales and Marketing expenses		76,846			61,020			50,165
General and Administrative expenses		37,629			31,016			24,389
Depreciation and Amortization		17,095			10,341			7,874
Total Operating Expenses		362,887			314,109			262,062
Operating income (loss)		(17,295	)		3,641			(1,927	)
Financial income (loss), net		2,012			524			(2,173	)
Income (loss) before taxes on income		(15,283	)		4,165			(4,100	)
Income tax		8,320			4,709			3,089
Share in (profits) losses of associated company		143			81			—
Net Income (Loss)	$	(23,746	)	$	(625	)	$	(7,189	)
Per Share Data
Net loss per share attributable to common stockholders – basic and diluted	$	(1.50	)	$	(0.63	)	$	(1.05	)
Weighted average common shares outstanding – basic and diluted		25,004,093			19,210,017			17,046,120

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OTHER INFORMATION RELATED TO FTOC

Introduction

FTOC is a blank check company incorporated on June 2, 2020 as a Cayman Islands exempted company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to executing the Reorganization Agreement, FTOC’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Initial Public Offering

FTOC has neither engaged in any operations nor generated any revenue to date. Based on FTOC’s business activities, FTOC is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On August 28, 2020, FTOC consummated its initial public offering of 75,000,000 units. Each unit consists of one share of Class A ordinary shares and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A ordinary shares for $11.50 per share, subject to adjustment. The units were sold at an offering price of $10.00 per Unit, generating gross proceeds, before expenses, of $750,000,000. Prior to the consummation of the initial public offering, on August 28, 2020, FTAC Olympus Sponsor, LLC purchased an aggregate of 8,845,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On August 5, 2020, we effected a share capitalization pursuant to which we issued an additional 13,260,000 founder shares to the Sponsor.

Simultaneously with the consummation of the initial public offering, FTOC consummated the private sale of an aggregate of 2,170,000 units at $10.00 per unit generating gross proceeds, before expenses, of approximately $21,700,000. The private placement units are identical to the units sold in the initial public offering, except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by FTOC, (ii) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after FTOC completes its initial business combination and (iii) they may be exercised by the holders on a cashless basis.

Upon the closing of the initial public offering and the private placement warrants, $750,000,000 was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes, if any, and to fund FTOC’s working capital requirements (subject to an annual limit of $250,000), FTOC’s Memorandum and Articles of Association provides that none of the funds held in trust will be released from the trust account until the earlier of (i) the completion of an initial business combination; (ii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Memorandum and Articles of Association to modify the substance or timing of FTOC’s obligation to redeem 100% of the public shares if FTOC does not complete an initial public offering within 24 months from the closing of its initial public offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of 100% of the public shares if FTOC is unable to complete an initial business combination within 24 months from the closing of FTOC’s initial public offering. The proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

After the payment of underwriting discounts and commissions (excluding the deferred portion of $30,000,000 in underwriting discounts and commissions, which amount will be payable upon consummation of the Reorganization) and $1,400,000 in expenses relating to the initial public offering, approximately $5,300,000 of the net proceeds of the initial public offering and private placement was not deposited into the trust account and was retained by FTOC for working capital purposes. The net proceeds deposited into the trust account remain on deposit in the trust account earning interest. As of December 31, 2020, there was $754,769,166.62 in investments and cash held in the trust account and $5.102 million of cash held outside the trust account available for working capital purposes.

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Fair Market Value of Payoneer’s Businesses

FTOC’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the Reorganization. FTOC will not complete a business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. FTOC’s board of directors determined that this test was met in connection with the proposed Reorganization.

Shareholder Approval of Reorganization

Under the Memorandum and Articles of Association, in connection with any proposed business combination, FTOC must seek shareholder approval of an initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares, subject to the limitations described in the prospectus for FTOC’s initial public offering. Accordingly, in connection with the Reorganization, the FTOC Shareholders may seek to redeem the public shares that they hold in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Shareholder Meeting

In connection with FTOC’s initial public offering, FTOC’s initial shareholders (consisting of the Sponsor) and its directors at the time of its initial public offering entered into a letter agreement to vote their shares in favor of the Reorganization Proposal and FTOC also expects them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, FTOC’s initial shareholders own approximately 22% of the total outstanding FTOC Shares.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FTOC or its securities, the FTOC initial shareholders, Payoneer and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of FTOC Class A ordinary shares or vote their shares in favor of the Reorganization Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to shareholders for approval at the Special Meeting are approved and/or (ii) FTOC satisfy the Minimum Cash Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Reorganization. This may result in the completion of the Reorganization in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by FTOC’s initial shareholders for nominal value.

Liquidation if No Reorganization

FTOC has until August 28, 2022 to complete an initial business combination. If it is unable to complete its initial business combination by that date (or such later date as its shareholders may approve in accordance with the Memorandum and Articles of Association), FTOC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FTOC’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to FTOC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if FTOC fails to complete its initial business combination by August 28, 2022.

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The Sponsors and FTOC’s directors and officers have entered into a letter agreement, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if FTOC fails to complete its initial business combination within the required time frame. However, any shares acquired by the Sponsors or FTOC’s officers or directors after the initial public offering, will be entitled to liquidating distributions from the trust account with respect if FTOC fails to complete its initial business combination by August 28, 2022.

The Sponsors and FTOC’s officers and directors have also agreed, pursuant to a written agreement with FTOC, that they will not propose any amendment to the Memorandum and Articles of Association that would affect the substance or timing of FTOC’s obligation to redeem 100% of the public shares if it does not complete its initial business combination by August 28, 2022 or with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless FTOC provides its public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account. However, FTOC may not redeem the public shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it is not subject to the SEC’s “penny stock” rules).

FTOC expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $5,300,000 of proceeds held outside the trust account, although it cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing the plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, FTOC may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

Although FTOC will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of its public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against FTOC’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, FTOC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to FTOC than any alternative. Examples of possible instances where FTOC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. As of the date of this proxy statement/prospectus, FTOC is not a party to any agreement that does not contain such a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with FTOC and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, the Sponsors have agreed that it will be liable to FTOC if and to the extent any claims by a third party for services rendered or products sold to FTOC, or a prospective target business with which FTOC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under FTOC’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. However, FTOC has not asked the Sponsors to reserve for such indemnification obligations, nor has FTOC independently verified whether the Sponsors have sufficient funds to satisfy its indemnity obligations and FTOC believes that the Sponsor’s only assets are FTOC’s securities. Therefore, FTOC cannot assure you that the Sponsors would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Reorganization and redemptions could be reduced to less

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than $10.00 per public share. In such event, FTOC may not be able to complete the Reorganization, and FTOC’s public shareholders would receive such lesser amount per share in connection with any redemption of their public shares. None of FTOC’s officers or directors will indemnify FTOC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsors assert that they are unable to satisfy its indemnification obligations or that they have no indemnification obligations related to a particular claim, FTOC’s independent directors would determine whether to take legal action against the Sponsors to enforce its indemnification obligations. While FTOC currently expects that its independent directors would take legal action on its behalf against the Sponsors to enforce its indemnification obligations to FTOC, it is possible that FTOC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, FTOC cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

FTOC will seek to reduce the possibility that the Sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements with FTOC waiving any right, title, interest or claim of any kind in or to monies held in the trust account. The Sponsors will also not be liable as to any claims under FTOC’s indemnity of the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act. FTOC has access to up to approximately $750,000 held outside the trust account with which it may pay any such potential claims (including costs and expenses incurred in connection with its liquidation, currently estimated to be no more than approximately $100,000). In the event that FTOC liquidates, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from the trust account could be liable for claims made by creditors.

If FTOC files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of FTOC’s shareholders. To the extent any bankruptcy claims deplete the trust account, FTOC cannot assure you it will be able to return $10.00 per share to its public shareholders. Additionally, if FTOC files a bankruptcy petition or an involuntary bankruptcy petition is filed against FTOC that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by FTOC’s shareholders. Furthermore, FTOC’s board may be viewed as having breached its fiduciary duty to FTOC’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. FTOC cannot assure you that claims will not be brought against it for these reasons.

FTOC’s public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of the public shares if FTOC does not complete its initial business combination by August 28, 2022, (ii) in connection with a shareholder vote to amend the Memorandum and Articles of Association to modify the substance or timing of FTOC’s obligation to redeem 100% of the public shares if it does not complete its initial business combination by August 28, 2022 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of FTOC’s initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event FTOC seeks shareholder approval in connection with an initial business combination, including the Reorganization, a shareholder’s vote in connection with such business combination alone will not result in the redemption of its shares for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of the Memorandum and Articles of Association, like all provisions of the Memorandum and Articles of Association, may be amended with a shareholder vote.

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Properties

FTOC currently sub-leases its executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 from an entity affiliated with our Sponsor and the members of FTOC’s management team. FTOC has agreed to reimburse such entity for office space, secretarial and administrative services provided to members of its management team in an amount not to exceed $25,000 per month in the event such space and/or services are utilized and FTOC does not pay a third party directly for such services. FTOC believes, based on rents and fees for similar services, that this amount is at least as favorable as it could have obtained from an unaffiliated person. FTOC considers its current office space adequate for its current operations.

Employees

FTOC currently has three executive officers. These individuals are not obligated to devote any specific number of hours to FTOC’s matters but they intend to devote as much of their time as they deem necessary to FTOC’s affairs until it has completed an initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for an initial business combination and the stage of such business combination process it is in. FTOC does not intend to have any full time employees prior to the completion of a business combination.

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Directors and Executive Officers

FTOC’s directors and executive officers are as follows:

Name	Age	Position
Betsy Z. Cohen	78	Chairman of the Board
Ryan M. Gilbert	47	President, Chief Executive Officer and Director
Douglas Listman	49	Chief Financial Officer
Shami Patel	51	Chief Operating Officer
Mei-Mei Tuan	53	Director
Jan Hopkins Trachtman	73	Director
Walter C. Jones	57	Director

Betsy Z. Cohen has been FTOC’s Chairman of the board of directors since June 2020 and currently serves as the Chairman of the board of directors of FinTech IV, a position she has held since May 2019. Ms. Cohen also currently serves as the Chairman of the board of directors of FinTech III, a position she has held since March 2017. Ms. Cohen served as Chairman of FinTech II’s board of directors from August 2016 until July 2018. She served as a director of FinTech I and its successor, Card Connect Corp. (Nasdaq: CCN), a provider of payment processing solutions to merchants, from November 2013 until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I’s Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of The Bancorp, Inc., a publicly traded financial holdings company, and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a formerly publicly traded a real estate investment trust, from its founding in August 1997 through her resignation as of December 31, 2010, and served as RAIT’s Chief Executive Officer from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Ms. Cohen co-founded a commercial law firm and served as a senior partner until 1984. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018.

Ryan M. Gilbert has been FTOC’s President and Chief Executive Officer since June 2020. Mr. Gilbert brings over 20 years of global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor spanning payments, remittances, credit, insurance, and compliance. Since February 2016, Mr. Gilbert has been a General Partner at Propel Venture Partners, a venture capital fund backed by BBVA Group. He currently represents Propel Venture Partners on the boards of directors of Guideline, Inc., Enrollease, Inc., Steady Platform, Inc., Charlie Finance Co. and Grabango Co. Since July 2015, he has served as an independent director of bKash Limited, Bangladesh’s largest remittance and mobile banking platform. He has also served as a director of River City Bank, a $2.5 billion community bank based in Sacramento, CA, since October 2012, and as a director of The Reserve Trust Company, a non-depository Colorado chartered Trust Company, since May 2020. Before joining Propel Venture Partners, Mr. Gilbert served as Chief Executive Officer of BillFloat, Inc. (dba SmartBiz Loans), a consumer finance service company that he co-founded in September 2009. He continues to serve as SmartBiz Loans’ Executive Chairman. He was previously co-founder and Chief Executive Officer of real estate payments company PropertyBridge (acquired by MoneyGram International in 2007). Mr. Gilbert graduated from the University of the Witwatersrand in Johannesburg, South Africa, and is member of the State Bar of California.

Douglas Listman has served as FTOC’s Chief Financial Officer since August 2020 and currently serves as the Chief Financial Officer of FinTech IV, a position he has held since May 2019. He has served as the Chief Accounting Officer of Cohen & Company, Inc. since December 2009 and Chief Accounting Officer of Cohen & Company, LLC since 2006. From 2004 to 2006, Mr. Listman served as an associate for Resources Global Professionals (a worldwide accounting services consulting firm). From 1992 to 2003, Mr. Listman served in various accounting and finance

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positions including: senior accountant with KPMG; Assistant Corporate Controller of Integrated Health Services (a publicly traded provider of skilled nursing services; NYSE: IHS); Controller of Integrated Living Communities (a publicly traded provider of assisted living services; NASDAQ: ILCC); Chief Financial Officer of Senior Lifestyles Corporation (a private owned provider of assisted living services); and Chief Financial Officer of Monarch Properties (a privately owned health care facility real estate investment company). Mr. Listman is a Certified Public Accountant and graduated from the University of Delaware with a B.S. in accounting.

Shami Patel has served as FTOC’s Chief Operating Officer since July 2020 and served as our Chief Financial Officer from July 2020 until August 2020. He currently serves as a Managing Director of Cohen & Company (in its asset management group) and was active in all aspects of the initial public offering and business combination process of FinTech I and FinTech II, including origination, due diligence and execution. He served as a director, Chairman of the Audit Committee and member of the Compensation Committee of FinTech I and FinTech II. Mr. Patel also currently serves as an advisor to FinServ Acquisition Corp. (Nasdaq: FSRV), a special purpose acquisition company that consummated its initial public offering in November 2019. Aside from his experience with special purpose acquisition companies, Mr. Patel has served as the Co-Head of the Venture Capital Team and General Partner of Pacific View Ventures, a division of Pacific View Asset Management, LLC, an investment advisory firm, and as the Vice Chairman of the Board of Golden Pacific Bancorp, Inc., a financial holding company that provides banking and other financial products and services. He has served at Clean Pacific Ventures Management, LLC, a venture capital firm specializing in early stage investments, as a venture partner, and was a partner at, and served on the Executive Committee of, Hexagon Securities, LLC, a credit focused investment bank and securities firm. From 2001 to August 2009, he served as Managing Director and Senior Partner at Cohen & Company, where he helped launch Alesco Financial, Inc., where he served as Chief Operating Officer and Chief Investment Officer from 2006 to 2009. From 1999 to 2000, he served as Chief Financial Officer for TRM Corporation (Nasdaq: TRMM), a consumer and financial services company. In 2000, he founded iATMglobal.net, a middleware software business where he served as Chief Executive Officer and which was sold to NCR Corporation in 2001. He served as Vice President of the West Coast Region for Sirrom Capital Corporation, a mezzanine finance fund, from 1998 to 1999. Prior to this he was in the business services group at Robertson Stephens, an investment banking firm from 1997 to 1998 and served as a strategy consultant in the energy group at Andersen Consulting from 1991 to 1993. Mr. Patel has served on the Board of the Duke University School of Law since 2011 and has been a Senior Lecturing Fellow since 2012 and a member of the Advisory Board of the Law and Entrepreneurship Program at Duke since 2013. Mr. Patel has also served on the Executive Committee of the Seven Hills School since 2010 and was the Treasurer of the Board of Trustees from 2012 to 2018.

Mei-Mei Tuan has served as an independent director since August 2020. She has been a director of both Bancorp and its wholly-owned subsidiary Bancorp Bank since 2013. She has also been a member of the board of FinTech III since 2018. Ms. Tuan is the co-founder and co-owner, managing partner and Chairman of Notch Partners LLC, a firm providing leadership capital and managed-led buyout strategies exclusively for institutional private equity funds. Ms. Tuan is also a Managing Director of Trewstar LLC, a boutique search firm based in New York specializing in board placements. As an investment banker with Goldman Sachs, BankAmerica and BankAustria, Ms. Tuan led domestic and international transactions in project finance, mergers and acquisitions, real estate, syndications and sale leasebacks. Ms. Tuan’s operating experience includes serving as Chief Financial Officer and Chief Operating Officer at the Sierra Foundation, from 1996 through 1997, and the San Francisco Food Bank, from 1997 through 1998. Ms. Tuan is an active board member of the Clara Maass Medical Center and its Foundation, The Harvard Business School Asian-American Alumnae Association and Montclair Kimberley Academy. In the recent past, she has served on the Boards of Friends of Thirteen (WNET), the Museum of Chinese in America in New York City (Co-Chair), the Wellesley College Alumnae Association, the New Jersey Women’s Forum, the Mid-Manhattan Performing Arts Foundation and the New Jersey Network (NJN). Ms. Tuan is a member of the Committee of 100, an organization that addresses issues concerning Sino-U.S. relations. She holds an M.B.A. from Harvard Business School.

Jan Hopkins Trachtman has served as an independent director since August 2020. Ms. Hopkins Trachtman is President of The Jan Hopkins Group, a communications consulting company, which she founded in 2005. Since 2009, Ms. Hopkins Trachtman has served as an independent director of three Franklin Templeton mutual fund boards of directors, including Mutual Shares and Alternative Investment funds, where she also serves on the Nominating, Governance and Compensation Committees. She serves on the Advisory Board of the Knight Bagehot Fellowship at Columbia University School of Journalism and is a former member of the Advisory Board of Houlihan Lokey, an investment bank. Ms. Hopkins Trachtman has also served as a director of FinTech III since November 2018.

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Previously, Ms. Hopkins Trachtman was a Managing Director and Head of Global Client Communications at Citigroup Private Bank and is an Emmy and Peabody Award-winning anchor and business correspondent at CNN. She was also President of the Economic Club of New York from 2007 to 2015.

Walter C. Jones has served as an independent director since August 2020. Mr. Jones is currently an international consultant based in Washington, DC. and is the Founder and CEO of Daana Technologies, Inc., a fintech firm based in Washington, DC. He served as a director of the general partner of Atlas Growth Partners, L.P., an oil and gas company, from July 2017 to April 2020. Mr. Jones served as a director of Atlas Energy Group, LLC, from February 2015 until July 2017. Mr. Jones served as a director of the general partner of Atlas Energy, L.P. from October 2013 until February 2015, a director of Atlas Energy Resources, LLC from December 2006 until September 2009, and a director of Atlas Energy, Inc. from September 2009 until March 2010. From November 2013 until mid-2017, Mr. Jones was the managing director of the Jones Pohl Group (JPG), an investment firm based in Dubai, UAE, which invested in clean energy projects, primarily in developing and developed markets around the globe. JPG also was the majority shareholder of a Dubai-based geothermal energy developer, RG Safa Energy. From April 2010 to October 2013, Mr. Jones served as the U.S. Executive Director and Chief-of-Mission to the African Development Bank in Tunis, Tunisia, having been nominated for the position by President Barack Obama in 2009, and confirmed by the U.S. Senate in 2010. In that position, he represented the United States on the African Development Bank’s board of directors, and served as chair of the bank’s audit committee and vice-chair of both the ethics and development effectiveness committees. Mr. Jones served as the Head of Private Equity and General Counsel at GRAVITAS Capital Advisors, LLC from June 2005 until May 2007. Mr. Jones served in a number of positions at the Overseas Private Investment Corporation from May 1994 to May 2005, and then again from September 2007 until April 2010, including Manager for Asia, Africa, the Middle East, Latin America and the Caribbean and Senior Investment Officer in the Finance Department; and was an International Consultant at the Washington, D.C. firm of Neill & Co. before that. Mr. Jones began his career at the law firm of Sidley & Austin, where he was a transactions attorney specializing in leveraged buyouts. Mr. Jones’ combination of private and public sector experience, as well as his international work, has afforded him a unique combination of management and leadership experience.

Executive Compensation and Director Compensation

None of FTOC’s executive officers or directors have received any cash compensation for services rendered to FTOC. We have agreed to reimburse an affiliate of the Sponsors for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $25,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to fund our working capital requirements (subject to an annual maximum release of $250,000).

Number and Terms of Office of Officers and Directors

FTOC’s board of directors consists of five members serving a two-year term. In accordance with The Nasdaq Stock Market corporate governance requirements, FTOC is not required to hold an annual meeting until one year after its first fiscal year end following its listing on The Nasdaq Capital Market.

FTOC’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. FTOC’s board of directors is authorized to appoint officers as it deems appropriate pursuant to the Memorandum and Articles of Association.

Director Independence

The Nasdaq Stock Market listing standards require that a majority of FTOC’s board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s

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board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. FTOC’s board of directors has determined that Mei-Mei Tuan, Jan Hopkins Trachtman, and Walter C. Jones are “independent directors” as defined in The Nasdaq Stock Market listing standards and applicable SEC rules. FTOC’s independent directors will have regularly scheduled meetings at which only independent directors are present.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against FTOC or any members of its management team in their capacity as such, and FTOC and the members of its management team have not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

Periodic Reporting and Audited Financial Statements

FTOC has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the Securities and Exchange Commission. In accordance with the requirements of the Exchange Act, FTOC has filed with the SEC its Annual Report on Form 10-K for the year ended December 31, 2020.

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FTOC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and related notes of FTOC, included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated on June 2, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. We intend to complete our business combination using cash from the proceeds of the initial public offering and the sale of the placement units that occurred simultaneously with the completion of the initial public offering, our capital shares, debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

On February 3, 2021, we entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) by and among us, New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”) and Payoneer Inc., a Delaware corporation (“Payoneer”, and together with us, New Starship and the Merger Subs, the “Parties”).

Pursuant to the Reorganization Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing (as defined in the Reorganization Agreement), (i) First Merger Sub will merge with and into the Company (the “FTOC Merger”), with the Company surviving as a direct wholly owned subsidiary of New Starship and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”) with Payoneer surviving as a direct wholly owned subsidiary of New Starship (the transactions contemplated by the Reorganization Agreement, the “Reorganization”).

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the period from June 2, 2020 (inception) through December 31, 2020, we had a net loss of $659,436, which consisted of operating expenses of $684,843, offset by interest earned on investments held in the Trust Account of $25,407.

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Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and loans from our Sponsor.

On August 28, 2020, we consummated the Initial Public Offering of 75,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $750,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,170,000 Placement Units to our Sponsor at a price of $10.00 per unit, generating gross proceeds of $21,170,000.

On September 23, 2020, the underwriters exercised their over-allotment option in part, resulting in an additional 474,376 Units issued for total gross proceeds of $4,743,760. A total of $4,743,760 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $754,743,760.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Placement Units, a total of $754,743,760 was placed in the Trust Account. We incurred $45,956,853 in transaction costs, including $15,000,000 of underwriting fees, $30,284,626 of deferred underwriting fees and $672,227 of other offering costs in connection with the Initial Public Offering and the sale of the Placement Units.

For the period from June 2, 2020 (inception) through December 31, 2020, net cash used in operating activities was $945,405. Net loss of $659,436 was impacted by interest earned on investments of $25,407 and formation expenses paid by the Sponsor of $5,000. Changes in operating assets and liabilities used $265,562 of cash from operating activities.

At December 31, 2020, we had investments held in the Trust Account of $754,769,167. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

At December 31, 2020, we had cash of $5,102,368 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

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Off-balance sheet financing arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor or an affiliate of the sponsor a monthly fee of $25,000 for office space, administrative and shared personnel support services. We began incurring these fees on August 26, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination or the Company’s liquidation.

Pursuant to a registration rights agreement entered into on August 25, 2020, the holders of the founder shares, placement units (including securities contained therein) and the units that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the placement warrants or the warrants included in the units issued upon conversion of the Working Capital Loans) will be entitled to registration rights requiring us to register such securities for resale (in the case of the founder shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Citi and Cantor Fitzgerald & Co., as representatives of the several underwriters, are entitled to a deferred fee of $30,284,626. The deferred fee will become payable to the representatives from the amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.

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Net Loss Per Ordinary Share

We apply the two-class method in calculating earnings per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted for Class B non-redeemable ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

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BUSINESS OF PAYONEER

The following discussion reflects the business of New Payoneer, as currently embodied by Payoneer. When used in this section only, “we,” “us” and “our” generally refer to Payoneer Inc. (together with its subsidiaries, “Payoneer”) in the present tense or New Payoneer on a go-forward basis.

Our Customer Stories

The story of Payoneer is best told through the stories of our customers and partners, who are changing the way we buy, sell, consume, engage, work, earn and learn in our increasingly digital and interconnected global world. What they all have in common is that they see a world of opportunity that is growing because of digitalization and creating unbounded potential to build and grow a successful business and leave a legacy. Here are some of the customers and partners that inspire us and embody the Payoneer story.

• We are proud to serve Gabriel and Maxime, from France, co-founders of an online business that teaches web marketing. They had challenges paying suppliers and are now using Payoneer to pay approximately 20 global partners more than 2 million euros per month.

• We are proud to serve Xiao, from Hong Kong. His company sells multiple products on marketplaces including Amazon, eBay, Wish, Lazada and Shopee. His annual volume exceeds $100 million. He has used Payoneer Capital Advance to inject capital into his business, has been onboarded by new marketplaces, including Real in Germany and Allegro in Poland, through our Green Channel program, and uses Payoneer’s VAT Service to make European VAT payments.

• We are proud to serve Maksim, founder of a Ukraine based brand, who found a niche gap in the musical instruments industry, offering custom parts and accessories. He previously faced challenges with marketplace and global B2B payments. He now uses Payoneer to get paid for sales on Amazon and eBay in multiple markets and uses our B2B AP/AR platform to get paid by customers worldwide.

• We are proud to partner with Catch, a leading online marketplace in Australia. We helped them consolidate payments to merchants worldwide into a single solution. Within 6 months of launching with Payoneer, Catch expanded its global payment volume by more than 100%.

These are just a few of the people, marketplaces, small businesses and digital entrepreneurs accessing new opportunities created by the transformation of commerce happening globally. These compelling stories — these customers — are what motivate the Payoneer team around the world each and every day to help entrepreneurs succeed. Payoneer is a company built by entrepreneurs for entrepreneurs. When our customers grow, we grow. When they succeed, we succeed. We are here to help them achieve their potential in our digital world.

Our Business

Payoneer is a global payment and commerce-enabling platform powering the growth for millions of digital businesses. We started Payoneer 15+ years ago with the idea that modern technology and the internet would transform commerce and make it possible for anyone, anywhere to build and grow a digital business. We believed that if we could democratize access to global payments for small and large businesses, then we could increase the velocity of commerce around the world and enable more businesses to participate and succeed in the digital economy.

To deliver on this mission, we have built a global financial platform that connects the world and makes global commerce local for businesses of all sizes. In 2020, Payoneer supported transactions in over 7,000 unique trade corridors as global digital commerce continues to expand to all corners of the world. Over the past fifteen years we have developed a robust global platform that delivers bank-grade security, stability and redundancy combined with modern digital capabilities that interconnect the world on a single platform. We enable local settlement and redundancy in more than 100 countries and process more than 300,000 new customer applications a month. All of this runs through our platform which is built on a modern technology infrastructure offering a broad product suite, supported by a global operations team, and leveraging data and machine learning capabilities to manage risk and support our customers.

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We found early success providing cross-border payment solutions that supported an ecosystem of marketplaces and marketplace sellers around the world. Our payment solutions made it possible for a US marketplace to pay their sellers in over 190 countries and territories by simply connecting to Payoneer APIs and making a local payment in the US. For our sellers, our payment solutions allowed them to get paid quickly, reliably, and cost-effectively. To support our solutions, we have a secure, regulated payment infrastructure platform that offers a global, multi-currency account to businesses of any size from almost every country. When a marketplace connects to Payoneer, they are done and Payoneer connects them to the world.

While other providers of global payment services were focused on offering a limited set of services to large enterprises, Payoneer recognized the importance of offering services to both sides of two-sided commerce networks. We knew that marketplace sellers were small and midsize businesses (SMBs) that would need much more than just payment solutions in order to grow — they had all the same needs as other more traditional businesses, including managing their operations and employees, sourcing from suppliers, accessing capital, and acquiring customers. They needed to do all this in a geographically broad and increasingly complex digital environment.

We have built a broad ecosystem of marketplaces, sellers, gig workers, merchants, manufacturers, banks, suppliers, buyers and more. Today, we serve over 5 million SMBs and thousands of digital enterprises. This ecosystem expands in many different ways. For example, Payoneer receives inbound requests from new marketplaces because Payoneer customers are requesting these marketplaces add Payoneer as a method of payment. We find numerous partners keen to collaborate with Payoneer across a variety of categories, including ERP systems, logistics providers, sourcing platforms, tax providers and more. These partners provide value-added services relevant for network participants and often accept payments directly from our customers’ Payoneer accounts, simplifying cross-border trade. In addition, in 2020 we introduced Payoneer for Banks, a way for banks, mobile wallets and payment companies around the world to integrate to Payoneer APIs and embed Payoneer in their local online banking and mobile platforms for their customers.

We have built a meaningful brand in the global digital commerce ecosystem. As of December 2020, Payoneer was ranked as one of the top 1,000 most-trafficked websites in the world, according to Alexa Internet, Inc. (a provider of internet traffic rankings). This awareness allows us greater leverage with our marketing efforts. We receive more than 300,000 applications a month from SMBs, the majority of which come organically, via our partners, marketplaces, and platforms, or through referrals from other customers. This reduces our cost of customer acquisition, improving the efficiency of our sales and marketing efforts.

We have sales teams that build enterprise relationships and acquire larger SMB customers from key markets around the world, host dozens of events annually that attract tens of thousands of businesses to help them connect and learn about new growth opportunities, and market online in targeted channels. We measure the effectiveness of our spending by evaluating the “payback period” — the amount of time it takes for the revenues less the transaction expenses for a cohort of small business customers to exceed the sales and marketing expense to acquire those customers. On average, our payback period has been less than 12 months.

We have grown rapidly since our founding and continue to find new vectors for future growth. For the year ended December 31, 2020, our total volume grew to $44 billion, up 53% from the year ending December 31, 2019 and our revenues grew to $346 million, up 9% from the year ending December 31, 2019. In 2019, our total revenues grew to $318 million, up 22% from the prior year. Nonetheless, (i) the COVID-19 pandemic has also adversely affected the business of our customers’ travel marketplaces as the volume associated with the travel customer base has decreased compared to the year ended December 31, 2020 and (ii) our interest income on customer underlying funds decreased by 65% over this period due to lower interest rates gained on our deposited funds. When excluding the revenues attributable to our major travel marketplace customers and interest income from each period, our revenue increased by 31% during the year ended December 31, 2020.

Global Trends: A Changing World Drives Unmet Needs and Opportunity

Since our founding, we have focused on and benefitted from several powerful secular trends that are creating massive new opportunities and driving the business need for new types of services and service providers.

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Digitalization is Accelerating

Digitalization is accelerating, with more people and more businesses engaging a greater amount of their activities online than ever before, driving the rapid growth of digital commerce for businesses and consumers all over the world. According to the UN Conference on Trade and Development, global digital commerce has grown 10% annually, from ~$16tn in 2013 to ~$26tn in 2018. In 2020, digital commerce accelerated further as COVID-19 drove more consumers and businesses to transact online. B2B digital commerce is even bigger than retail e-commerce and has grown even more quickly than consumer e-commerce, with B2B digital commerce expected to be $35 trillion by 2022.

Cross-border Commerce is a Substantial and Growing Portion of Digital Commerce

The growth of digitalization has also increased the ability for people and businesses in different places around the world to communicate, interact and transact. As a result, we have seen dramatic growth of cross-border activity of many types, including content consumption, communication, and commerce. This growth in cross-border commerce is changing the way buyers buy and sellers sell and increasing the opportunity and need for new payment and commerce-enabling solutions to support cross-border trading businesses. In addition, we believe there are continued growth opportunities for our platform, with cross-border e-commerce expected to grow at a compound annual growth rate of 14.7% between 2020 to 2027.

Marketplaces and Platforms are Growing Rapidly

A key driver and beneficiary of these trends is the emergence of marketplaces and platforms as aggregators of digital commerce. They bring together large numbers of buyers and sellers from a wide range of geographies and across a variety of categories, including e-commerce, B2B, digital services, remote work, travel customer base, content, gaming, e-learning, accounting and more. Marketplaces and platforms represent over 57% of consumer digital commerce in 2019, according to Digital Commerce 360, growing faster than digital commerce in general. The marketplace business model has become very global and Payoneer now works with marketplaces and platforms in Asia, Europe, the Middle East, Africa, South America, North America, Australia, and more. We support these marketplaces in their relationships with sellers of goods, services, content, vacation rentals and more from over 190 countries and territories around the world.

Challenges Facing Global Merchants and Their Need for Better Solutions

Payoneer has built an interoperable global platform that connects the world together and democratizes access to the sophisticated financial services needed to build a successful business in the global digital economy. As technology and digital commerce evolve, businesses of all sizes around the world face a continuous need for innovative solutions. Historically, global payments, financial services, access to working capital and even access to growth opportunities have been limited or not available to many businesses for some of the following reasons:

Lack of Access and Limited Global Coverage

Global payment technology has historically been readily available for large enterprises and not small businesses. In addition, emerging markets are further constrained given the limitations of local financial institutions to provide global coverage of banking and payment services. As a result, marketplaces and platforms similarly offered limited global coverage and small businesses were forced to seek alternative methods of payment.

Disconnected Offerings Require Businesses to Piece Together Global Solutions

Global businesses routinely have to deal with local requirements in each of the markets with which they trade, requiring them to manage multiple relationships globally and resulting in increased cost and delay. Establishing a banking relationship in each market, for example, is often hard to achieve, very time consuming and difficult to complete remotely, requiring meaningful investment. For digital businesses that operate online, it is difficult to find one partner that can help them cover the globe. To optimize their global business, digital merchants have needed to work with and manage multiple partners that are optimized for each region in which they sell.

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Working Capital is Hard for Small Businesses to Access

The small business lending market is vast and underserved. According to the World Bank, small businesses in emerging markets have unmet working capital needs of more than $5.7 trillion, limiting their ability to expand. Financial institutions often have limited ability to effectively underwrite small businesses, making it difficult for small businesses to get working capital and making it more expensive for them when they do. These challenges exist in part because it is inherently difficult to assess the creditworthiness of small businesses. In addition, small businesses often seek small, short-term loans to fund short-term projects and investments, but traditional lenders may only offer loan products that feature large loan sizes, longer durations and rigid collateral requirements that are not well suited to their needs.

Limited Global Compliance and Risk Management Solutions, Especially for Emerging Markets

The constituents that support global digital activity must be able to meet complex compliance and risk requirements in addition to all the usual challenges of communicating in different languages and managing payments. To manage a global base of sellers requires a marketplace to implement a compliance program, address challenges of money laundering and terrorist financing and deal with complex risk management challenges. As a result, many marketplaces have historically limited the number of cross-border sellers and the number of countries from which sellers can join. There are few solutions available to deal with these challenges on a multi-national basis, and the solutions that have begun to emerge are neither comprehensive nor uniform in their geographic coverage or quality. This creates challenges for financial institutions and other companies that look to serve these global companies. Most traditional financial institutions and even modern fintech companies lack experience in emerging markets and the ability to manage scaled customer onboarding and risk management to cover the world.

The Payoneer Platform and Commerce-Enabling Ecosystem

Payments are at the heart of commerce and are the foundation of our ecosystem. Many of our customers interact in networks where both parties are Payoneer customers and by operating together on the Payoneer platform they are able to transact seamlessly, in real-time. Every payment an SMB accepts or an enterprise makes also creates an opportunity to develop a deeper understanding of their business. We use these insights to build additional services, which in turn accelerate commercial activity, increase volume, bring more customers into our network, and further strengthen our ecosystem. The power of the Payoneer Platform emanates from the following components:

Connect and Monetize Two-Sided Networks

Our robust suite of solutions attracts more marketplaces, which in turn attract more SMBs, creating a self-reinforcing cycle that continues to drive our growth. Network effects also drive unique value for customers and create greater stickiness with existing customers. For example, in some cases we enable SMBs to refer other SMBs to sign up for Payoneer and receive compensation for successful referrals, enabling us to tap into networks of SMBs in the natural way they organize, either in the various markets, by country or by other common interest. We have also developed services that enable SMBs to transact more efficiently through Payoneer when both parties are Payoneer customers.

Robust and Scalable Compliance, Risk & Regulatory Infrastructure

We implement a comprehensive Anti-Money Laundering/Combatting Terrorist Financing (AML/CTF) and Sanctions Program in compliance with the laws of the jurisdictions where Payoneer is regulated. Through our AML/CTF program we manage the compliant onboarding and ongoing monitoring of our customers, who come from more than 190 countries and territories worldwide. Our Know Your Customer (KYC) and Customer Due Diligence (CDD) processes are managed through a proprietary infrastructure and dedicated team, combining automated tools and operational processes with regular audits and reviews to test and monitor for compliance. Our compliance systems and processes are highly scalable and adaptable. We have also built a sophisticated risk management infrastructure to address the risks of digital commerce and a global risk management platform to manage the risks of supporting billions of dollars of volume in over 7,000 trade corridors globally for millions of platform participants. We remain in good standing in all of the jurisdictions in which we operate around the world.

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We are regulated as a non-bank financial institution in key markets around the world, namely the United States, Europe, Hong Kong, Japan and Australia. In the United States, we are registered as a Money Service Business and are licensed as a Money Transmitter in all U.S. states in which such licenses are necessary states and Washington, D.C. and Puerto Rico. We also have regulatory authorizations in India, where we are registered as an Online Payment Gateway Service Provider. Payoneer Europe Limited is a regulated e-money institution in Ireland and holds a license with Mastercard to issue cards. Payoneer terms and conditions are provided to our customers from one or more of our regulated entities, each of which is obligated to implement compliance programs, protect customer funds and meet the other regulatory obligations under the supervision and oversight of the local regulators.

Drive Growth Through Modern Technology and Global Service Delivery

Payoneer delivers technology-based services to our customers through a proprietary modern technology infrastructure that includes robust and secure application programming interfaces (“APIs”) as well as web and mobile applications and machine learning infrastructure. Our platform supports millions of transactions and hundreds of thousands of new applicants monthly and tens of billions of dollars of volume annually. We build and maintain most of the systems we use to deliver service to our customers, including our customer-facing systems, back office systems, risks management and compliance systems. We rely on a wide range of third-party systems for specialized capabilities, which are integrated into our proprietary platform. We make significant investments in cybersecurity infrastructure and processes to protect our systems and data from breaches.

Trusted Brand Supported by Local Teams

Payoneer hosts physical and virtual events all over the world with tens of thousands of participants annually. These events are geared towards growing businesses that are looking to learn new ways to expand and get connected to our ecosystem of partners. We create unique content, combining our data, customer surveys and expert analysis to emphasize trust, empowerment, partnership and connection to the world. We reinforce this commitment with our global and local teams that provide support and produce resources that focus on addressing key questions, opportunities and challenges for our customers.

Data Creates Competitive Advantages and Delivers Value to Customers

We have built machine-learning models leveraging the data that we collect in the ordinary course of our operations and services, in each case, in a manner compliant with applicable privacy and data protection rules and regulations, enabling us to make informed predictions to better serve our customers’ needs. For instance, we apply our machine-learning models in key areas, such as lifetime value assessment, risk management and working capital underwriting. These models enable us to offer new valuable solutions, drive growth and improve our profitability. We believe this data has a virtuous cycle and can create a sustainable advantage as these data insights enable us to do more business in a better way, which then provides even more data that we can use to further refine and enhance our capabilities and performance.

Global Coverage & Localized Operations

Payoneer’s customers come from over 190 countries and territories. To effectively serve this global customer base, we have teams in more than 24 developed and emerging markets, including primary teams in the US, Israel, Hong Kong, Philippines and China that provide operational support. These teams provide 24x7 customer care in dozens of languages across multiple channels (mobile, online, chat, email, phone and social media). Our broad range of support includes customer care, account management, customer approvals, payment review and approvals, risk management, card operations, customer implementations and configuration management. In addition, we have extensive infrastructure to support our enterprise accounts in each of the jurisdictions in which we operate. As a result, we are able to truly cover the world for our customers, ensuring no matter where they come from or where they do business, we can help make global business local for them.

Sophisticated Global Banking and Treasury Infrastructure

With customers coming from and doing business all over the world, Payoneer has invested significantly in building a proprietary global banking infrastructure. We work with more than 80 banks and payment providers and are connected into well over 100 local clearing systems through which we can deliver payments locally to customers,

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in exact amounts, in their local currency. We have invested heavily in innovative and reliable systems, including Smart Routing Platform and a Global Treasury Team, which automates global payment routing while ensuring that we maintain an appropriate amount of money in the right jurisdictions to support anticipated transaction activity. In addition, we focus on redundancy in our global infrastructure, providing us with multiple ways to settle to customers in over 100 countries.

Product, Solutions and Technology

As digital commerce becomes more pervasive and more global, we find our customers expressing a need for an increasingly broad range of services to enable them to grow, address their challenges and capitalize on their opportunities. Many of them look at Payoneer as their primary financial partner supporting payments for all of their global sales. We aim to have all Payoneer services feature the following key characteristics:

• Democratized Access. We design products and services that are accessible to any business of any size, anywhere in the world.

• Global. We design our products to cover the whole world, enabling customers to come from virtually any country in the world and to know they can substantially support all their business needs everywhere in the world, regardless of where their business grows.

• Trusted and Secure. We recognize that we are in the trust business and therefore invest significantly to have a secure, robust, redundant infrastructure that meets the highest of standards for financial institutions in critical areas like cybersecurity, protection of customer funds, redundancy of banking and technology infrastructure and regulatory licensing.

• Compliant. We deliver services that are compliant with financial regulations. Many of our services are regulated and require us to build complex processes. With a large number of customers from a large number of countries, this is a challenge in which we invest considerably to deliver for our customers.

• Fair. We aim to deliver services that bring real value and are priced fairly. We aim to match our fees to the value the services create and pass savings on to our customers when possible. We seek to maintain a long-term perspective in our decision-making and believe that, typically, what is good for the long-term success of our customers will be good for us.

Since our founding, we have been building and extending our platform, working collaboratively with enterprises and SMBs that have been at the forefront of digital commerce. The result is a unique global platform built for modern digital business, able to support a wide range of customers and meet their vast and growing needs.

Global Payments

Payoneer provides marketplaces and other enterprises with Mass Payout services via APIs and online application. These Mass Payout services enable enterprises to pay sellers across the world with a broad set of localized payment methods including local bank payments, international wires, mobile wallets, physical and virtual cards and paper checks, and enable them to pay in local currencies and directly into bank accounts.

B2B Accounts Payable / Accounts Receivable (AP/AR) Services

Payoneer offers B2B AP/AR services to enable SMBs the ability to pay and get paid by their trading partners around the world quickly, locally and cost-effectively. These include enabling SMBs to pay their suppliers one by one or in bulk, create and manage invoices, bill customers and multiple global and local payment methods that enable buyers to pay with convenient local payment methods, regardless of where the seller comes from.

Global Multi-Currency Account

The core Global Multi-Currency Payoneer Account enables SMBs to receive payments in multiple currencies. Our SMB customers can receive funds from marketplaces, buyers, trading partners and more, often in the country in which their buyer is located and denominated in the buyer’s home currency. Once the funds are in the Global

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Multi-Currency Account, they are available to the customer in the currency they were originally received and free to use as the customer decides, including repatriating to their home market, withdrawing into a local bank account or paying their suppliers.

Physical & Virtual Network-Branded Cards

Payoneer SMB customers can use physical or virtual cards to access the balances in their Payoneer account. Some of our customers use physical cards to access their funds through local ATM networks, make purchases online and in-store at local businesses or pay business expenses. Our Digital Purchasing Card, launched in late 2020 in partnership with Mastercard is a virtual commercial card product designed for our customers to make purchases for their key expenses.

Working Capital

Payoneer has introduced services to provide SMBs with access to working capital with amounts advanced ranging from $50 to more than $1 million. We leverage machine learning models and underwriting processes that enable us to effectively manage risk while providing a valuable service to our customers. We fund these obligations through a mix of balance sheet cash and bank credit facilities.

Merchant Services

We provide enterprises with cloud-based payment technology that optimizes global payments by integrating all payment providers, payment methods and payment management globally into a unified technology infrastructure. This enables customers to have simpler management and reconciliation, more flexibility, increased redundancy and improved payment experiences for customers. In February 2020, we acquired optile, a German-based open payment orchestration platform, to help further streamline our existing merchant services.

Tax Services

We offer multiple Tax Services to empower our customers to better automate the management of their tax obligations, including the ability to collect US tax forms, manage withholding for employees and pay VAT obligations in several foreign markets

Compliance & Risk Services

We offer services that enable digital enterprises to offer payment services to their customers without having the need to be regulated themselves. We offload the compliance and regulatory burden from the customer, which reduces operating costs and allows businesses to focus on their core business.

Growth Solutions — Green Channel

Green Channel is a matching and onboarding program designed to connect marketplaces with top merchants that have been pre-screened by the company’s robust fraud prevention and compliance capabilities. The service empowers marketplaces to grow their inventory rapidly by bringing on high-quality cross-border sellers, while also helping those sellers to expand into new markets quickly and seamlessly — combining to create a trusted ecosystem for cross-border business.

ERP and Partner Integrations

As a technology-driven platform, Payoneer integrates with a wide range of partners to extend the Payoneer ecosystem and deliver more value to our customers. We use APIs to integrate with a wide variety of partners across categories that include accounting software providers, ERP systems, logistics companies, sourcing platforms, mobile wallets, advertising platforms, marketplaces and more. These APIs integrations and partnerships enable us to provide a range of important functionality including:

• integrating Payoneer into the systems our customers use to operate their businesses, allowing them to see their transaction data and order management data in one place;

• enabling partners to provide us with supplemental data to use for underwriting working capital

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• to facilitate our partners to debit the balances of Payoneer customers to make purchases or to settle into their bank accounts; and

• to initiate invoicing or payments through Payoneer from accounting software systems.

Payoneer for Banks

In 2020, Payoneer also introduced Payoneer for Banks, enabling banks, mobile wallets, neobanks and other providers of services to SMBs to partner with Payoneer. Through Payoneer for Banks, partners on four continents now offer their customers the ability to sign up for Payoneer and access their Payoneer Global Multi-currency Account through their online account or mobile app and to settle funds in near-real time 24x7x365 from Payoneer directly into their local bank account. Payoneer for Banks partners integrate Payoneer APIs to embed Payoneer services into their technology. Payoneer does not provide financial services to Payoneer for Banks partners.

Our Customers

We serve digital businesses of all sizes from all around the world. As commerce becomes increasingly digital and global, we continue to expand our portfolio of services to an ever-expanding target universe. We address our customers differently based on their size, location and needs. Our main target customers include digital enterprises and SMBs.

Digital Enterprises

Payoneer serves multiple types of digital enterprises including marketplaces, platforms and online merchants. Payoneer is a trusted provider of financial services with a strong track record of working with the largest, most sophisticated companies in the world. Payoneer currently works with 9 of the top 20 most valuable companies in the world by market capitalization.

Small and Medium Sized Businesses (SMBs)

Payoneer serves SMBs worldwide, ranging in size from freelancers and sole traders all the way through small manufacturers with more than one thousand employees and $100 million in annual revenues.

These SMBs have similar financial needs to larger companies — to find customers, manage their business, quickly and reliably get paid and make cost-effective payments everywhere they do business, to manage their supply chain, identify new growth opportunities, access capital and manage risk. Payoneer provides a broad range of services to enable SMBs to more easily build, manage and grow their business globally.

Our Growth Strategy

Leverage Market Momentum and Scale

We see exciting opportunities to continue to grow in marketplace ecosystems — with both marketplaces and marketplace sellers, as well as with B2B AP/AR. These represent large market opportunities with strong growth trends and in which we believe Payoneer has competitive advantages that position us to continue to grow for years to come. These are also businesses of a larger enough scale for Payoneer that we expect these will be the primary drivers of volume and revenue growth for Payoneer in the near term.

Marketplace Ecosystems — We see huge opportunities to continue to grow as a key partner for marketplaces and SMB marketplace sellers around the world. Our growth strategy for marketplace ecosystems leverages our unique global footprint, network of marketplaces and SMBs, compliance and risk capabilities. These are growth-enabling tools that enable us to (i) grow volume with our existing marketplace ecosystems as those marketplaces and ecosystems continue to grow; (ii) secure relationships with additional marketplaces — including social and other consumer internet platforms that have announced their intention to become marketplaces — to grow volume and provide additional channels for Payoneer’s SMBs to grow; (iii) expand to new categories (iv) help consumer platforms scale up their e-commerce capabilities by introducing SMB relationships through our Green Channel program; and (v) expand the range of services we provide to marketplaces.

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Scale B2B AP/AR Services — We believe we are in the very early stages of building our B2B AP/AR business and there are many growth opportunities ahead. To enable these opportunities, we have integrated B2B AP/AR into our global SMB sales efforts and are securing relationships with larger sellers. We have also created an APIs that enables partners to integrate the B2B AP/AR services into their SaaS offerings for their customers; we continue to add more ways for buyers to pay and sellers to get paid like global wires and open banking in Europe; and we continue to improve customer experience and risk management. There are important network effects on the B2B AP/AR services. These network effects contribute to Payoneer’s low cost of customer acquisition and positive volume retention, as network effects create stickiness that keep customers on our platform.

Expand Partnership Ecosystems

As a global platform that has attracted millions of customers around the world, we have been building momentum with many different types of partners that (i) deliver more value and improved customer experience for Payoneer customers; and (ii) accelerate cost-effective acquisition of new customers. We have partnered with SaaS platforms, mobile wallets, banks, marketplaces, advertising platforms, accounting firms, logistics companies and sourcing platforms, among others. These partnerships cover a broad range of activities including collaborating with marketplaces and SaaS platforms to offer Working Capital to SMBs; working with a leading sourcing platform to enable customers to source goods directly through their Payoneer Account; partnering with a global bank to leverage our merchant services platform to secure important new customer relationships; and collaborating with a leading SMB accounting software platform to offer integrated services.

Product Extension to Deliver More Value to Existing Customers and Target New Customers

We are making meaningful investments in additional growth opportunities that we believe will deliver significant value to our existing customers and also enable Payoneer to target large pools of new customers around the world. Three growth opportunities we are actively investing in are Merchant Services, Working Capital and Commercial Cards. Each of these represents a very large market opportunity and we believe we are well-positioned to leverage our global platform, brand, sales teams, compliance and risk capabilities and more to scale these and deliver unique value to customers. While we expect these to collectively consume meaningful investment dollars over the next few years, they are an important part of how we will continue to scale our global platform and revenues over the next several years. These new services are expected to help us to further accelerate our payback period for new customers and drive more value per customer.

Pursue Strategic M&A

Following our acquisition of optile in 2020, we believe there are many opportunities to leverage our global platform, regulatory and compliance infrastructure, technology, brand and team to deliver more value to more customers more quickly if we supplement our organic product development with targeted acquisitions that add new capabilities or drive greater efficiency to our platform. In addition, we have a large SMB customer base that maintain long-term relationships with Payoneer, which offers us the opportunity to acquire companies with synergistic product offerings for our customers. We recently hired a Chief Strategy Officer to lead our efforts to identify strategic growth opportunities that we believe are best suited to pursue through acquisition.

Our Global Team, Culture and Values

We believe the employees and culture of Payoneer are critical to our success and our ability to grow our business, support our customers and deliver shareholder value effectively and sustainably. We celebrate diversity and the cultures of the world represented by our customers and employees. Our goal is to create an environment in which each employee feels comfortable to be exactly who they are, where they are connected to something bigger than themselves and are given the support and opportunity to be the best they can be. We foster an environment that is defined by tolerance and caring for our fellow employees and our customers. We aim to maintain a long-term, balanced approach to decision-making, and believe that what is good for our employees will be good for our customers and for our shareholders.

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We believe our commitment to a core set of values cultivates a unique culture and a sustainable competitive advantage. The following six core values permeate every part of Payoneer — which includes our people, our platform and our business:

Inclusion: We go beyond borders. We believe that everyone, regardless of location and culture, deserves an equal opportunity to succeed and that the world is richer thanks to diversity.

Action: We go beyond limits. We are creative problem solvers, biased to action talking. We don’t let anything get in the way of going the extra mile to bring value to our customers.

Passion: We go beyond care. We aim to make a positive impact in the lives of our customers by partnering with them to identify and meet their business needs and continually exceed expectations.

Excellence: We go beyond the expected. We boldly strive to maintain consistency in delivering a superior experience and service and remind ourselves that we can always do more for our customers.

Transparency: We go beyond trust. We value integrity and honesty and are working constantly to encourage open communication both within our teams and with our customers.

Humility: We go beyond assumptions. We acknowledge that we are only here thanks to our customers and are inspired by their entrepreneurial spirit. We are a global team that care for and respect one another and share a strong sense of responsibility to serve our customers.

These values are central to Payoneer and form the basis of not only how we recruit and evaluate performance, but also demonstrate how we are able to harness the collective talent of our employees and empower our partners around the world.

Competition

Payoneer operates in very large markets with a very broad set of competition. The most common competition for Payoneer are checks and wires, which are still the most used methods of B2B payments. The universe of competition includes payment methods like checks, wires, mobile wallets, network-branded physical and virtual cards, local clearing providers, open banking services and alternative payment methods.

There are also myriad types of payment providers that offer global payment services including global treasury banks that serve large corporate accounts; small local banks that focus on serving local SMBs; FX companies that focus on serving SMB importers and exporters; global digital payment platforms like PayPal or Ant Group; global card networks; Neobanks; SMB-focused B2B payment providers like Bill.com; Mass Payout service providers that specialize at providing services to enterprises and marketplaces, SMB AP/AR SaaS providers; merchant service providers that sell services to marketplaces like Adyen, Braintree and Stripe; and local companies that focus on enabling SMBs in one or more local markets to sell on digital marketplaces globally. For example, in China we face competition from a number of local payment providers. In some cases, marketplaces will provide their own payment capabilities to support payments to sellers.

While competitive factors and their relative importance can vary based on the size, the industry and the geographic reach of our partners and merchants, we believe we compete primarily on the basis of the quality and functionality of our platform, customer service, data security, pricing and innovation. We believe we compete favorably with respect to all of these factors.

Regulation

Payments Regulation. Various laws and regulations govern the payments industry in the U.S. and globally. Payoneer is licensed in multiple jurisdictions and serves customers in over 190 countries and territories worldwide, from such licensed locations. Payoneer Inc. is a Money Service Business registered with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN). Payoneer Inc. is a licensed money transmitter under the laws of all U.S. states where such license is necessary, the District of Columbia and Puerto Rico. The Money Transmitter license for Nevada is held by Payoneer US LLC, a subsidiary of Payoneer Inc. due to Nevada’s requirements. These

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licenses support the full range of Payoneer Account and Mass Payout/Enterprise payment services and among other things, subject us to reporting requirements, bonding requirements, limitations on the investment of customer funds and inspection by state regulatory agencies.

Outside the U.S., we provide localized versions of our services to customers through various foreign subsidiaries. The activities of those non-U.S. entities are, or may be, supervised by a financial regulatory authority in the jurisdictions in which they operate and under which they are licensed to provide services. For example, in Europe we are licensed in Ireland by the Central Bank of Ireland (authorized pursuant to EU passporting rules to provide payment services under its license in all countries in the European Economic Area). These regulatory authorities include, the Australian Securities and Investment Commission in Australia, the Customs and Excise Department in Hong Kong, and the Kanto Finance Bureau in Japan. Payoneer Inc. also acts as an Online Payment Gateway Service Provider (OPGSP) approved by the Reserve Bank of India, for the purpose of facilitating import and export payments for Indian residents. This list is not exhaustive, as there are numerous other regulatory agencies that have or may assert jurisdiction. The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change.

Numerous laws and regulations govern the payments industry in the U.S. and internationally. Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal, state and foreign laws and regulations. As a cross-border digital payment platform, our business includes the facilitation, through our global bank and partner network, of the acceptance and/or payout of funds. As such, we are subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including (but not limited to) those governing payment services (including payment processing and settlement services), stored value, cross-border and domestic money transmission, factoring, foreign exchange, banking secrecy, anti-money laundering, and counter-terrorist financing. The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations.

Where we do not have an operational licensed subsidiary, Payoneer typically relies on locally-licensed or regulated banks and payment partners to facilitate transactions in certain jurisdictions where Payoneer is not locally regulated. In certain of these jurisdictions, Payoneer maintains its own bank accounts or a pool of funds with a local partner.

For customers that come from China, Payoneer operates by providing the offshore/non-resident part of the service being provided under the regulatory framework of Payoneer Inc. and the settlement leg in China being supported by entities regulated by the PBOC that are Payoneer partners, such as banks and payment service providers). Payoneer Research & Development Ltd., Payoneer’s Israeli subsidiary, established a joint venture company with Chinese partners and that joint venture company applied to the PBOC for a domestic Payment Service Provider license and has been engaging with the PBOC on the application process, which is still in process. As of now, there is no specific date or deadline to require foreign and/or Chinese payment service providers partnering with foreign payment service providers to change their service framework, or for the approval of the license application of the joint venture.

We are also subject to laws and regulations that apply to businesses in general, such as those relating to employment, consumer protection, worker confidentiality obligations and taxation. As an online business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions.

Compliance with KYC Requirements. Payoneer Inc. and its licensed subsidiaries are committed to compliance with all applicable customer identification regulatory requirements. The company is committed to preventing the use of its financial products by persons who seek to launder the proceeds of criminal activity, finance terrorism, or conduct other criminal acts. The risk of abuse is presented in large part through customers. Payoneer makes reasonable efforts appropriate to the circumstances to know its customers. Therefore, Payoneer has adopted a “Know Your Customer” (“KYC”) program to assist in managing its Anti-Money Laundering/Counter-Terrorism Financing (“AML/CTF”) risk.

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The KYC program is a critical component of the AML/CTF Program. KYC embodies the concept that, in order to identify what is unusual activity for a customer, one must have established a sufficient understanding of what is usual and expected activity, consistent with the purpose and intended usage of the account relationship. Activity that is outside the norm or inconsistent with an institution’s understanding may be suspicious and require reporting to authorities.

Payoneer’s KYC program includes: (i) policies and procedures for collecting and verifying information on the identity of customers; (ii) policies and procedures for gathering further information about customers to gain a better understanding of the relationship and anticipated transaction activity; and (iii) policies and procedures for monitoring customer activity throughout the lifecycle of the relationship.

Our Customer Approval Policy is informed by the company’s AML/CTF Risk Assessment, which determines the level of AML/CTF risk posed to Payoneer by its product offerings, customer base, business geographies, distribution channels, and technologies, as well as the effectiveness of Payoneer’s compliance-related controls, policies, and procedures in mitigating these risks. Such risks stem from applicable legal/regulatory requirements, the nature of Payoneer products/services (including features, customers and geographic reach) and the record of actual performance of the Payoneer AML/CTF compliance program. These risks are mitigated, among other controls, by the KYC controls and requirements outlined in this document.

This Customer Approval Policy constitutes an integral part of Payoneer’s AML/CTF program and outlines the company’s responsibilities with respect to applicable KYC requirements as detailed in pertinent US laws, regulations, and statutes, including the Bank Secrecy Act (“BSA”), the USA PATRIOT Act, and in the relevant laws, regulations, and statutes of jurisdictions where Payoneer holds a local license.

Data Protection & Privacy Regulations: As a company operating a global cross-border digital payment platform, we collect, process, store, share, disclose, transfer, retain and/or use personal information and other data in connection with conducting our business, including for purposes of marketing our services and products via the phone, email and text messages and verifying the identity of individuals within the framework of our know your customer (KYC) processes, which processes are required as part of our robust, risk-based compliance program that addresses the regulatory requirements of each country involved in a cross-border payment on our platform. Consequently, our business is subject globally to a number of complex laws and regulations governing data privacy and security, including with respect to such collection, processing, storage, sharing, disclosure, transfer, retention and use of personal information and other data.

The data privacy and security laws and regulations to which our business is subject may apply to personal information and data concerning our customers, employees or other third parties who interact with us, and include the California Consumer Privacy Act of 2018, the Personal Information Protection and Electronic Documents Act, the CAN-SPAM Act, Canada Anti-Spam Law, the Telephone Consumer Protection Act, Section 5(c) of the Federal Trade Commission Act, the European Union’s Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), or the GDPR, and other laws, enactments, regulations or orders transposing, implementing, adopting, supplementing or derogating from, the GDPR in each European Economic Area Member State, including the Irish Data Protection Act 2018, the European e-Privacy Directive currently implemented through national European laws in connection with the respect for private life and the protection of personal data in electronic communications (which is expected to be replaced by the European e-Privacy Regulation, which is still under development), GDPR as it forms part of retained European law (as defined in the European Union (Withdrawal) Act 2018), Brazil’s Lei Geral de Proteção de Dados Pessoais (LGPD), the Australian Privacy Act of 1988 and Japan’s Act on the Protection of Personal Information. These laws and their implementing regulations generally restrict certain collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of protected information. These laws also impose requirements for the safeguarding and proper destruction of personal information and may impose obligations to provide notification of security breaches affecting personal information.

The burdens imposed by these and other laws and regulations that may be enacted, or by new interpretations of existing laws and regulations, may require us to modify our data processing practices, agreements and policies and to incur substantial costs in order to comply with this ever evolving regulatory landscape. We implement a variety

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of technical and organizational security measures and other measures to protect the data we process, including data pertaining to our customers, employees and business partners, but despite the measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

Additionally, such laws and regulations may be inconsistent across jurisdictions or conflict with other rules. The applicability of these laws and regulations to us, and their scope and interpretation, are often uncertain, particularly with respect to laws and regulations outside the United States. Because the laws and regulations governing payment services and data privacy and security are constantly evolving and striving to keep pace with innovations in technology and media, it is possible that we may need to materially alter the way we conduct some parts of our business activities or we may be prohibited from conducting such activities altogether at some point in the future. For additional information regarding some of the risks relating to data privacy and security, see “Risk factors — Regulatory Risks Related to Payoneer — Our business is subject to complex and evolving regulations and oversight, in relation to privacy and data protection. Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm.”

Employees

We are a company for entrepreneurs built by entrepreneurs. The people who work at Payoneer define Payoneer and enable our customers to participate in the global economy. As of December 31, 2020, our workforce consisted of 1,642 people in 28 cities across 23 countries. Our team draws from 61 nationalities, with a broad spectrum of backgrounds and experiences, across technology, financial services and other areas. We foster an entrepreneurial culture so that we may remain focused and innovative over time to ensure success as a trusted partner to our customers.

Facilities

Our principal executive office is located in New York City. In addition to our New York office, we also have offices in the greater metropolitan areas of Tel Aviv, San Francisco, and Hong Kong as well as 16 offices in 13 other countries. We lease each of our office spaces. We believe that our current facilities are adequate to meet our immediate needs.

Intellectual Property

The protection of our intellectual property rights is an important aspect of our business, and substantially all of our material intellectual property rights are developed in-house. We rely on a combination of trade secrets and know-how, trademark and copyright laws, confidentiality agreements, and technical measures to establish, maintain and protect our intellectual property rights and technology, including our brand and platform. We have registered our brand name as a trademark and domain names, in each case, in the United States and a number of other jurisdictions. We do not have any issued patents.

We consider our digital payment platform, which provides payment, financial, merchant, working capital and other services to companies, marketplaces, e-commerce sellers and others, to be our proprietary technology. The development and management of our platform require sophisticated coordination among many specialized employees. We believe that duplication of this coordination by competitors or individuals seeking to copy our platform would be difficult. To protect our technology and our platform, we implement multiple layers of security and provide our service offerings from duplicate data centers in two jurisdictions.

We also enter into confidentiality and invention assignment agreements with our employees and enter into confidentiality agreements with third parties to control access to, and the use and disclosure of, our confidential information. However, our contractual provisions may not always be effective at preventing unauthorized parties from obtaining our intellectual property rights and proprietary technologies or disclosing our confidential information. Likewise, intellectual property laws, procedures, and restrictions provide only limited protection and any of our intellectual property or proprietary rights may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated.

For additional information regarding some of the risks relating to our intellectual property rights, see “Risk factors — Risks Related to Payoneer’s Business and Industry.”

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Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings that may have significant effects on our financial position or profitability.

For information on risks related to litigation, see “Risk Factors — General Risks — From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations”.

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PAYONEER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this section, unless otherwise noted, “we”, “us”, “our”, “Payoneer”, and the “Company” refer to Payoneer Inc.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial Data” and the consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis, including information with respect to our future performance, liquidity and capital resources, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Company Overview

Payoneer was founded in 2005 with the idea that technology and the internet were transforming commerce and making it possible for anyone anywhere to build and grow a digital business. We recognized the importance of offering services to both sides of two-sided commerce networks. We knew that small businesses would need a partner to help them navigate the complexity of our digital world so they could capitalize on the opportunities and grow their business and we knew that digital enterprises and marketplaces faced challenges supporting increasingly large and globally distributed groups of sellers. Since our founding, we have been building and extending our platform, working collaboratively with enterprises and SMBs that have been at the forefront of digital commerce. Over the past 15 years, we have built a secured, regulated platform that offers a global, multi-currency account to businesses of any size from more than 190 countries and providing a global payment infrastructure to pay and get paid globally as easily as locally. Our products and services are built to scale so sellers can grow with us and utilize more sophisticated tools and services across their lifecycle.

Our platform enables enterprises to make Mass Payouts to the entire world using a broad set of localized payment methods in addition to be able to pay Payoneer small business customers. We enable our small business customers to get paid from marketplaces and their B2B customers into their Payoneer Global Multi-currency Account. We provide additional services to our customers, focused on helping them manage and grow their business.

We have achieved our rapid growth through a combination of building strong brand and presence in marketplace ecosystems, entering into partnerships, investing in new products and global infrastructure and by pursuing strategic acquisitions. We have built a meaningful brand in the global digital commerce ecosystem. As of December 31, 2020, more than 5 million Marketplaces, Enterprises and SMBs from more than 190 territories and countries around the world have become Payoneer customers, which generated over $40 billion in transaction volume in over 7,000 unique trade corridors supported during the year ended December 31, 2020.

We seek to become an industry-leading global payment and commerce-enabling platform by being a great partner for our customers, democratizing access to financial services and driving growth for millions digital businesses of all sizes from around the world. Looking forward, we intend to continue to invest actively to grow our global platform, expand product development, extend our regulatory footprint, invest in automation, increase new customer growth and make more acquisitions to accelerate our ability to deliver more value to customers around the world. As a result, we intend to reinvest the substantial majority of increasing transaction profits back into the business and do not intend to increase profits for the foreseeable future.

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Our revenues are driven by the volume of transactions processed through our platform. Volume refers to the total dollar value of transactions sent or received by customers on the Payoneer platform. For a customer that both receives and later sends payments, we count the volume only once. Volume serves as a key metric for overall business activity, as growing volume is the primary driver for our revenue growth. See “Key Metrics and Non-GAAP Financial Measures” for additional information.

Reorganization and Public Company Costs

On February 3, 2021, Payoneer entered into a Reorganization Agreement with FTOC. Pursuant to the Reorganization Agreement, (i) First Merger Sub, a wholly owned subsidiary of New Payoneer, will merge with and into FTOC, with FTOC surviving the merger as a direct, wholly owned subsidiary of New Payoneer and (ii) Second Merger Sub, a wholly owned subsidiary of New Payoneer, will merge with and into Payoneer, with Payoneer surviving the merger as a direct, wholly owned subsidiary of New Payoneer.

As a result of the Reorganization, and upon consummation of the Reorganization and the other transactions contemplated by the Reorganization Agreement, FTOC and Payoneer will each become wholly owned subsidiaries of New Payoneer, with the securityholders of FTOC and Payoneer becoming securityholders of New Payoneer. Under both the no redemption and maximum redemption scenarios, the merger will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Payoneer has been determined to be the accounting acquirer, as it holds the majority voting rights, majority composition of the board of directors and executive management, and greater in overall asset, revenue and employee size following the Reorganization. New Payoneer will be the successor SEC registrant, meaning that Payoneer’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. As a consequence of the Reorganization, the New Payoneer common stock will be registered under the Exchange Act and listed on a U.S. national stock exchange, which will require Payoneer to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Payoneer expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees, which we expect will result in an increase general and administrative expense by approximately $10 million per year, beginning in 2021.

Impact of the COVID-19 Pandemic

Shelter-in-place orders, social distancing measures and travel restrictions following the extraordinary spread of COVID-19 have fundamentally shifted commerce and the way buyers and sellers transact, accelerating digitalization and e-commerce trends.

In response to the COVID-19 pandemic, we have implemented measures to focus on the safety of our employees, including implementing additional remote working capabilities, further strengthening connectivity between an already global workforce in 28 locations across 23 countries.

Starting in January 2020, COVID impacted Payoneer teams, customers and supply chains in China. Starting in March, due to broader travel restrictions, global travel and tourism slowed, negatively impacting our travel customer base. Furthermore, the Federal Reserve cut interest rates to zero in mid-March, impacting our interest income revenues, associated with underlying customer accounts. The global travel slowdown and interest rate cuts, coupled with general uncertainty and wavering business and consumer confidence, began to impact our financial results more significantly in March; we immediately took the following actions to closely monitor and enhance our financial position:

• Instituted a temporary company-wide hiring freeze, which was lifted in June 2020;

• Renegotiated contracts and pricing with certain vendors;

• Temporarily slowed sales and marketing activities, specifically marketing, which we gradually restored back to 2019 levels beginning in June 2020; and

• Prioritized profitability enhancement projects.

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Following weaker than expected financial results in April 2020 driven by dramatic reductions in travel activity and overall soft economic activity, we saw a strong recovery in May 2020 as consumer buying shifted from brick and mortar to e-commerce, leading to a reacceleration in our e-commerce customer base throughout the end of the second quarter of 2020 and into the third quarter of 2020. During the second quarter of 2020 transaction volume was up 27% vs. the first quarter of 2020, with strong e-commerce and B2B activity offsetting the material declines we saw in our travel customer base. The acceleration of digital commerce has created tailwinds that have further strengthened our positioning as an enabler of global commerce, resulting in 9% total revenue growth in FY 2020. When adjusting for the reduction in our travel customer base and the decline in interest income, our revenue grow by 31% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Despite the notable decline within the travel customer base, we do expect global travel to gradually improve in 2021. We will continue to evaluate the nature and extent of the potential impact of COVID-19 on our business, consolidated results of operations, and liquidity.

Seasonality

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns and high-travel seasons. Historically, our revenues have been strongest during the fourth quarter of every year, primarily as a result of higher e-commerce sales during the holiday season. Additionally, in a typical year, we see revenue fluctuations related to peak travel periods, specifically in the late second quarter into the third quarter of every year, within the northern hemisphere markets and the late fourth quarter into the first quarter of every year, within the southern hemisphere markets. Adverse events that occur during these months, such as COVID-19 which has had an impact to our 2020 results, could have a disproportionate effect on our revenue results for the entire fiscal year.

Key Factors Affecting Our Performance

Continued Growth of Digital Commerce. Growth of digital commerce has accelerated due to the COVID-19 pandemic in 2020, shifting buying preferences to online from offline. As more economic activity moves to the digital world, we expect to see more businesses adapting and moving online, broadening the number of potential customers we can offer services. For the year ended December 31, 2020, total volume increased 53% compared to the year ended December 31, 2019.

Acquiring New Customers. Maintaining our growth requires new customers to continue adopting our platform and products. We will continue to invest in our go-to-market strategy as we further penetrate our addressable markets. Our financial performance will depend in large part on the overall global demand for our platform.

Continue to Grow Within Existing Customers. Our revenue grows as we meet more needs of our customers around the world. Our customers tend to utilize more of our services as their needs grow and as they understand the benefits Payoneer can provide to their business. Sustaining our growth will depend on our ability to continue meeting our customers’ needs and persuading them to use more of our platform.

Network-Effects Drive Low-Cost Customer Acquisition. We support a two-sided network, providing services to buyers and suppliers, marketplaces and marketplace sellers and connecting them all on a single platform. We leverage this unique position in the middle of two-sided networks to cost-effectively acquire customers, ranging from some of the most valuable companies in the world to small sole proprietors in emerging markets. These network effects have allowed us to increase our volume from new customer cohorts by more than 700% over the period of 2014-2020 and to foster relationships with some of the largest marketplaces around the world. As our customers sell more goods and services online through digital channels, our volume increases — we grow our volume as our customers grow their volume. Our customer cohorts have grown consistently over time, resulting in more than 100% net volume retention by cohort. We continue to innovate, to connect digital businesses to more digital businesses and deliver new products and services for our customers, such as Working Capital and Merchant Services, which we expect will increase the growth and lifetime value of our customer base.

Expand Our Partnership Network. We collaborate with many partners around the world, which enables us to integrate Payoneer services into software platforms, banks and other offerings actively used by small businesses. These integrated partnerships enable us to offer better service to our customers and to cost-effectively acquire new

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customers. These partnerships cover a broad range of third parties, including SaaS platforms, sourcing platforms, banks, tax providers and accounting software providers. Our ability to innovate and grow is dependent, in part, on our ability to maintain and grow our partnership base.

Investment in new services to drive growth

We will continue to make significant investments in both existing and new products and services, including B2B AP/AR, Working Capital and Merchant Services. By delivering more services to our customers, we can improve their ability to manage and grow their businesses. These investments in product development are necessary to achieve our long-term growth and profitability.

Acquisitions

In 2020, we acquired optile GmbH, or optile, a leading, next-generation payment orchestration technology platform, that empowers merchants to be in control of their online consumer payments and optimize for quality, cost and consumer choice, while unifying reconciliation and reporting. optile’s technology enabled us to expand our product suite to improve the way merchants of all size manage their online payments from consumers. We believe there are additional opportunities to deliver value to more customers through targeted acquisitions.

Economic conditions and resulting business trends

Our results of operations are impacted by the relative strength of the overall economy and its effect on business investment, unemployment, consumer spending behavior, and business and consumer demand. Our customers’ underlying business activities are also linked to the macroeconomic and geopolitical environment.

Components of Results of Operations

Revenue

The majority of our revenues are generated from transaction fees, which are generally driven by transaction volumes. Volume refers to the total dollar value of transactional funds received by Payoneer. Transaction fee revenue principally consists of fees charged when customers use their funds, either to withdraw their funds from our platform or to use the funds to make payments.

To a lesser extent, the Company generates revenue through collection fees, which mainly refers to fees charged when payments are made into a customer’s account, and also bank transfer fees, which are fees charged when one of Payoneer’s Enterprise customers uses Payoneer to send a payment directly into the bank account of a small business.

The majority of the Company’s revenue is recognized and collected upon the completion of the underlying transaction. In some cases, revenues are collected through intermediaries such as issuing banks, which are typically settled on a monthly basis. For more information on our revenue recognition policies, see note 2.q. of our audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Transaction costs

Transaction costs mainly consist of fees paid to the banks, processors and networks that process payments to and from the Payoneer platform, costs to acquire currencies, card supply costs and losses related to certain of the Company’s services. These costs are net of any rebate programs with banks and processors, such as volume rebates. Transaction costs are primarily driven by volume and number of transactions and generally increase as volume and number of transactions increase.

The Company is exposed to potential transaction losses such as credit cards collections losses, ACH (“Automated Clearing House”) returns, prepaid card negative balances and chargebacks. These costs are included in transaction costs. The Company also records an allowance for estimated losses arising from doubtful capital advances. The allowance is monitored quarterly and is updated based on actual claims data.

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Other operating expenses

Other operating expenses mainly include compensation for the Company’s employees and subcontractors who support customer service calls, customer approvals, banking infrastructure implementations, transaction monitoring and liquidity management as well as indirect costs incurred for fraud detection, compliance operations, regulatory services and maintenance costs related to the Company’s customer call center infrastructure. Going forward, the Company expects to grow its customer-facing operations and therefore experience a corresponding growth in employees and outsourced personnel compensation expenses. In addition, the Company is investing in automation to reduce the amount of resources required to support customers.

Research and development expenses

Research and development expenses consist primarily of employee compensation and related costs, professional services and consulting expenses, and non-capitalized costs associated with the development of new technologies. Such non-capitalized costs are charged to the statement of operations as incurred.

Sales and marketing expenses

Sales and marketing expenses consist of costs for business development, customer success, product launch costs, marketing and advertising costs, retention costs and certain customer acquisition costs. This also includes employee compensation and related costs to support the sales and marketing process.

General and administrative expenses

General and administrative expenses consist primarily of compensation, benefits and overhead expenses associated with corporate management. We expect our general and administrative expenses will increase as a result of becoming a public company, as we will hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We also expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees. We expect to incur an additional one-time expense related to management transaction pool vesting as a result of becoming a public company.

Depreciation and amortization

Depreciation and amortization consist primarily of amortization of intangible assets, internally developed software, and depreciation of our investments in property, equipment, and software. We depreciate and amortize our assets on a straight-line basis in accordance with our accounting policies. The useful lives are 3-5 years for computers, software and peripheral equipment, 6-16 years for furniture and office equipment, and the lesser of the asset useful life or remaining lease term for leasehold improvements. Capitalized development costs and current technology acquired as part of the optile acquisition are amortized over the period of estimated benefit, using the straight-line method and estimated useful lives of 3-6 years. We expect amortization expenses to increase going forward as a result of the optile acquisition and our increased investment in research and development.

Financial income, net

Financial income, net primarily includes gains (losses) from foreign exchange fluctuations. The Company conducts transactions worldwide and settles accounts with its financial intermediaries in various currencies. Interest income (expense) from cash and cash equivalents deposited in its accounts is also included under financial income, net, which vary based on cash and cash equivalents balances, and based on market rates.

Income tax

The Company is in a loss position in the US and has a full valuation allowance. The Company is profitable in foreign jurisdictions for which there are income taxes recorded.

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Share in losses of associated company

Investments in entities where the Company has the ability to exercise significant influence, but not control, over the investee and investment in joint ventures, are accounted for using the equity method of accounting. For such investments, the Company’s share of the investee’s results of operations is included as share in losses of associated companies on the consolidated statements of income.

Results of Operations

The period to period comparisons of our results of operations have been prepared using the historical periods included in our consolidated financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this document. We have derived this data from our interim and annual consolidated financial statements included elsewhere in this proxy statement/prospectus.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

	Year Ended December 31,
(in thousands)	2020			2019			$ Change			% Change
Revenues	$	345,592		$	317,750		$	27,842		9	%

Transaction costs		97,040			94,665			2,375		3	%
Other operating expenses		81,976			82,295			(319	)	-%
Research and development expenses		52,301			34,772			17,529		50	%
Sales and marketing expenses		76,846			61,020			15,826		26	%
General and administrative expenses		37,629			31,016			6,613		21	%
Depreciation and amortization		17,095			10,341			6,754		65	%
Total operating expenses		362,887			314,109			48,778		16	%

Operating Income (loss)		(17,295	)		3,641			(20,936	)	-575	%

Financial income, net:		2,012			524			1,488		284	%

Income (loss) before taxes on income		(15,283	)		4,165			(19,448	)	-467	%

Income tax		8,320			4,709			3,611		77	%
Share in losses of associated company		143			81			62		77	%
Net loss	$	(23,746	)	$	(625	)	$	(23,121	)	3,699	%

Revenues

Revenues were $345.6 million for the year ended December 31, 2020, an increase of $27.8 million, or 9%, compared to $317.8 million for the year ended December 31, 2019. Our volume grew by $15.4 billion, or 53%, compared to the year ended December 31, 2019 as we experienced continued growth in digital commerce stemming from the shift in consumer buying behavior towards e-commerce due to COVID-19. The COVID-19 pandemic has adversely affected the volume associated with our travel customer base and also negatively impacted our interest income on underlying customer funds, which decreased by 65% over this period due to lower interest rates gained on our deposited funds. When excluding the revenues attributable to our two biggest travel marketplace customers and interest income from each period, our revenue increased by 31% during the year ended December 31, 2020.

Transaction costs

Transaction costs were $97 million in the year ended December 31, 2020, representing an increase of $2.3 million, or 3%, compared to $94.7 million in the year ended December 31, 2019. This increase is correlated with the increase in volume as described above, as well as an increase of $3.0 million in lost funds and chargebacks due to the higher volume and an increase in fraudulent transactions during the second quarter of 2020. This trend was partially offset by a decrease of $5.3 million in fees paid to banks and other financial institutions due to improved commercial terms negotiated during the year ended December 31, 2020.

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Other operating expenses

Other operating expenses were $82 million for the year ended December 31, 2020, representing a decrease of $0.3 million compared to $82.3 million for the year ended December 31, 2019. During the year ended December 31, 2020, the Company recorded a recovery of a reserve amounting to $3.6 million relating to one of the Company’s issuing banks, who entered into a liquidation process, and for which the Company had provisioned for doubtful debts during 2018. In addition, operating expenses were impacted by a $2 million decrease relating to operational regulatory services. The described decrease was offset by an increase of $3.4 million in employee compensation, benefits and other employee-related expenses and by a $2.3 million expense for new software.

Research and development expenses

Research and development expenses were $52.3 million for the year ended December 31, 2020, representing an increase of $17.5 million, or 50%, compared to $34.8 million for the year ended December 31, 2019. This increase was driven primarily by an increase of approximately $14.1 million in research and development employee compensation, as a result of an increase in the headcount compared to the year ended December 31, 2019, with a corresponding increase of $3.6 million in overhead expenses allocated to the research and development department. $2.5 million of the increase in employee compensation was related to additional headcount as a result of the optile acquisition.

Sales and marketing expenses

Sales and marketing expenses were $76.8 million for the year ended December 31, 2020, an increase of $15.8 million, or 26%, compared to $61 million for the year ended December 31, 2019. This increase was driven largely by an increase of $9.4 million in employee compensation, benefits and other employee-related expenses and an increase of $3.3 million in commissions expenses mainly relating to amortization of capitalized expenses, which was partially offset by a decrease of $2.1 million in travel expenses which were lower due to the COVID-19 pandemic. $2.5 million of the increase in employee compensation was related to additional headcount as a result of the optile acquisition.

General and administrative expenses

General and administrative expenses were $37.6 million for the year ended December 31, 2020, an increase of $6.6 million, or 21%, compared to $31 million for the year ended December 31, 2019. This increase was driven mainly by an increase of $8.2 million in compensation, benefits and other employee-related expenses, and an increase of $3.3 million in professional services received (including legal and financial services), part of which are related to the acquisition of optile. This was offset by a recovery of a reserve amounting to an additional $1.5 million relating to one of the Company’s issuing banks, who entered into a liquidation process, and for which the Company had provisioned for doubtful debts during 2018. $4 million of the increase in employee compensation is related to additional headcount as a result of the optile acquisition.

Depreciation and amortization expenses

Depreciation and amortization expenses were $17.1 million for the year ended December 31, 2020 compared to $10.3 million for the year ended December 31, 2019, representing an increase of $6.8 million, or 65%. This increase was driven primarily by an increase in amortization of capitalized expenses of software developed by the Company, of which $3.3 million related to the optile acquisition.

Financial income and expenses, net

Financial income, net was $2 million for the year ended December 31, 2020, an increase of $1.5 million, or 284%, compared to $0.5 million for the year ended December 31, 2019. This increase was driven largely by revaluation of foreign currency balances during the year ended on December 31, 2020.

Income tax

Income tax expense was $8.3 million for the year ended December 31, 2020, an increase of $3.6 million, or 77%, compared to an expense of $4.7 million for the year ended December 31, 2019. The increase was primarily the result of taxes associated with our foreign subsidiaries.

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Net loss

For a discussion regarding the Company’s net loss position please refer to the Liquidity and Capital Resources section below.

Year ended December 31, 2019 Compared to Year Ended December 31, 2018

The following table sets forth our consolidated statements of operations data in US dollars for the periods indicated:

	Year Ended December 31,
(in thousands)	2019			2018			$ Change		% Change
Revenues	$	317,750		$	260,135		$	57,615	22	%

Transaction costs		94,665			81,368			13,297	16	%
Other operating expenses		82,295			68,883			13,412	19	%
Research and development expenses		34,772			29,383			5,389	18	%
Sales and marketing expenses		61,020			50,165			10,855	22	%
General and administrative expenses		31,016			24,389			6,627	27	%
Depreciation and amortization		10,341			7,874			2,467	31	%
Total operating expenses		314,109			262,062			52,047	20	%

Operating Income (loss)		3,641			(1,927	)		5,568	289	%

Financial income (loss), net:		524			(2,173	)		2,697	124	%

Income (loss) before taxes on income		4,165			(4,100	)		8,265	202	%

Income tax		4,709			3,089			1,620	52	%
Share in losses of associated company		81			—			81	NM	%
Net loss	$	(625	)	$	(7,189	)	$	6,564	91	%

Revenues

Revenues were $317.8 million for the year ended December 31, 2019, an increase of $57.7 million, or 22.1%, compared to $260.1 million for the year ended December 31, 2018, primarily due to an increase in volumes. Our volume grew by $7.5 billion, or 35%, compared to the year ended December 31, 2018 driven by the continued growth in e-commerce, customer acquisition and products expansion and enhancements.

Transaction costs

Transaction costs were $94.7 million for the year ended December 31, 2019, an increase of $13.3 million, or 16.3%, compared to $81.4 million for the year ended December 31, 2018. This increase is correlated with the increase in volume as described above. During the period, the Company was able to improve terms with vendors leading to greater efficiency.

Other operating expenses

Other operating expenses were $82.3 million for the year ended December 31, 2019, compared to $68.9 million for the year ended December 31, 2018, an increase of $13.4 million or 19.5%. This increase was driven primarily by an increase of approximately $7.7 in compensation to operation supporting employees, mainly as a result of increase in headcount, and a $2.5 million increase in expenses for operation supporting software. This was partially offset by a decrease of $3.6 million in other expenses, which included a write-off of a deposited fund , which was deposited with a processor that entered a liquidation process recorded during the year ended in December 31, 2018.

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Research and development expenses

Research and development expenses were $34.7 million for the year ended December 31, 2019, an increase of $5.3 million, or 18.3%, compared to $29.4 million for the year ended December 31, 2018. This increase was driven primarily by an increase of approximately $3.6 million in research and development employee’s compensation, as a result of an increase in headcount to support development of new products and platforms, including B2B AP/AR and Working Capital. The increased headcount was followed by a corresponding increase of $1.8 million in overhead expenses allocated to the research and development department (as allocation of overhead is based primarily on headcount).

Sales and marketing expenses

Sales and marketing expenses were $61.0 million for the year ended December 31, 2019, an increase of $10.8 million, or 21.6%, compared to $50.2 million for the year ended December 31, 2018. This increase was driven largely by an increase of $5.7 million in compensation, benefits and other employee-related expenses (excluding commissions) as a result of continued growth and expansion of the Company and an increase of $4.1 million in paid commissions. This was partially offset by a decrease of $1.9 million in marketing expenses and a decrease of $1.2 million in the recognized commissions expenses for our sales personnel as a result of capitalization of costs beginning in 2019 as a result of the adoption of ASC 606.

General and administrative expenses

General and administrative expenses were $31 million for the year ended December 31, 2019, an increase of $6.6 million, or 27.2%, compared to $24.4 million for the year ended December 31, 2018. This increase was driven mainly by a $4.7 million in compensation, benefits and other employee-related expenses. This was partially offset by a decrease of $1.5 million in other expenses, which included a write-off of doubtful accounts, that were deposited with a processor that entered a liquidation process recorded during the year ended in December 31, 2018.

Depreciation and amortization expenses

Depreciation and amortization expenses were $10.3 million for the year ended December 31, 2019, compared to $7.9 million for the year ended December 31, 2018, an increase of $2.4 million, or 31.3%. This increase was driven primarily by purchases of property, plant and equipment, and amortization of capitalized internal use software expenses.

Financial income and expenses, net

Financial income, net was $0.5 million for the year ended December 31, 2019, an increase of $2.7 million, compared to a net expense position of $2.2 million for the year ended December 31, 2018. This increase was driven largely by revaluation of foreign currency balances, mainly GBP, CNH and CNY.

Income tax

Income tax expense was $4.7 million for the year ended December 31, 2019, an increase of $1.6 million, or 52%, compared to an expense of $3.1 million for the year ended December 31, 2018. The increase was primarily the result of taxes associated with our foreign subsidiaries.

Net loss

For a discussion regarding the Company’s net loss position please refer to the Liquidity and Capital Resources section below.

Liquidity and Capital Resources

The following discussion of our liquidity and capital resources is based on the financial information derived from our audited consolidated financial statements included elsewhere in this prospectus.

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Liquidity

The operations of the Company have historically been financed primarily through the issuance of redeemable preferred stock. Refer to Note 12 of the Company’s consolidated financial statements for further information relating to the redeemable preferred stock.

In addition, pursuant to the Company’s Loan and Security Agreement, which was last amended on November 9, 2020, the Company can request advances under a revolving line of credit in an aggregate principal amount equal to $85 million. The revolving line maturity date is May 1, 2023. Under the amendment, effective as of November 9, 2020 each advance shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a floating rate equal to the greater of 0.3% below the Prime Rate and 3.7%. The Agreement includes reporting, financial covenant and certain restrictive covenants that, subject to certain exceptions, limit the Company’s ability to sell assets, incur additional indebtedness, make certain investments and other distributions, engage in certain transactions with affiliates, change the nature of our business and place liens on our or our subsidiaries’ assets. As of December 31, 2020, the Company is in compliance with these covenants.

As of December 31, 2020, we had $103 million of cash and cash equivalents, which included $40 million of borrowings under our revolving line of credit. In connection with the November 2020 amendment to the Company’s Loan and Security Agreement, the Company incurred an additional $15 million under a term loan, payable in 10 equal monthly instalments beginning on April 2021. During January 2021, the Company had repaid most of the borrowings under the line of credit, and as of February 28, 2020, the total outstanding balance was to $20 million.

In addition, on July 22, 2020, we issued 3,500 shares of our Series 1 Senior Preferred Stock for gross proceeds of $35,000,000. The Series 1 Senior Preferred Stock, which, upon Closing, will remain as outstanding preferred stock of Payoneer Inc., contains certain restrictions that limit our ability to incur indebtedness, engage in certain affiliate transactions, make certain investments and incur debt, among other restrictions.

We believe our existing cash and cash equivalents and cash flows from operating activities will be sufficient to meet our operating working capital and capital expenditure requirements for at least the next twelve months. Our future financing requirements will depend on many factors including our growth rate, the timing and extent of spending to support development of our platform and the expansion of sales and marketing activities. Although we currently are not a party to any agreement and do not have any understanding with any third-parties with respect to potential investments in, or acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. In addition, growth in our Working Capital offering portfolio increases our liquidity needs, and any failure to meet those liquidity needs could adversely affect our business. We continue to evaluate partnerships and third-party sources of funding for our Working Capital offering portfolio. Additional funds may not be available on terms favorable to us or at all.

Cash Flows

The following tables present a summary of cash flows from operating, investing and financing activities for the following comparative periods.

	Year ended December 31,
(in thousands)	2020			2019			2018
Net cash provided by (used in) operating activities	$	9,526		$	(14,312	)	$	(5,988	)
Net cash used in investing activities		(66,854	)		(20,581	)		(11,429	)
Net cash provided by financing activities		1,673,464			353,743			553,624
Effect of exchange rate changes on cash and cash equivalents		636			521			(2,538	)
Change in cash		1,616,772			319,371			533,669

Operating Activities

Net cash provided by operating activities consists of net loss adjusted for certain non-cash items and changes in other assets and liabilities.

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The Company’s net loss for the year ended December 31, 2020 was $23.7 million after considering non-cash charges primarily consisting of $17.1 million in depreciation and amortization, $11.1 million in share-based compensation expenses as well as other non-cash items.

The Company’s net loss for the year ended December 31, 2019 was $0.6 million after considering non-cash charges primarily consisting of $10.3 million in depreciation and amortization, $9.5 million in share-based compensation expenses as well as other non-cash items.

Net cash provided in operating activities was $9.5 million for the year ended December 31, 2020, an increase of $23.8 million, compared to cash used in operating activities of $14.3 million for the year ended December 31, 2019. This was driven by fluctuations in current asset and liability balances particularly within prepaid taxes, accrued expenses and employee related compensation due to the timing of payments. This was partially offset by an increase in outstanding Capital Advances from our Working Capital offering of approximately $6.4 million net ($266.1 million customer advances extended to customers net of $259.8 million collected from customers) and other immaterial uses of cash.

Net cash used in operating activities was $14.3 million for the year ended December 31, 2019, an increase of $8.3 million, or 138%, compared to $6.0 million for the year ended December 31, 2018. The increase in cash used in operating activities was driven predominately from the increase in Capital Advances from our Working Capital offering, which was in line with the expansion of the Company’s Working Capital offering by approximately $43.0 million net ($171.1 million customer advances extended to customers net of $128.1 million collected from customers) during the period and increases in other assets of approximately $8.1 million.

Investment Activities

Net cash used in investing activities was $66.9 million for the year ended December 31, 2020, an increase of $46.3 million, or 225%, compared to $20.6 million for the year ended December 31, 2019. This was predominantly related to an increase in customer funds in transit of approximately $37.7 million as well as an increase of $15.5 million used for the acquisition of optile, net of cash acquired, as described within Note 3 of the consolidated financial statements. Uses of cash also included increased capitalization of internal use software of approximately $9 million as well as purchases of property, plant and equipment of approximately $5 million.

Net cash used in investing activities was $20.6 million for the year ended December 31, 2019, an increase of $9.2 million, or 81%, compared to $11.4 million for the year ended December 31, 2018. This principally related to purchases of property, plant and equipment of approximately $9.1 million, capitalization of internal use software of approximately $8.1 million and $6.5 million associated with an investment in associated company.

Financing Activities

Net cash provided by financing activities was $1.7 billion for the year ended December 31, 2020, an increase of $1.3 billion, or 368%, compared to $353.7 million for the year ended December 31, 2019. The increase predominantly relates to cash associated with customer balances of approximately $1.7 billion as well as issuance of redeemable preferred stock and warrants for $32.6 million net of issuance costs, offset by repayments of long-term debt of $20.0 million.

Net cash provided by financing activities was $353.7 million for the year ended December 31, 2019, a decrease of $199.9 million, or 36%, compared to $553.6 million for the year ended December 31, 2018. The cash provided by financing activities relates to customer balances of around $292.7 million as well as drawings of $60.0 million under our revolving line of credit.

Customer balances increased period over period as the Company moved from being a program manager to becoming the card issuer, and as such started recording customer balances on the face of the balance sheet and within financial activities on the cash flow statement.

Key Metrics and Non-GAAP Financial Measures

Our management uses a variety of financial and operating metrics to evaluate our business, analyze our performance, and make strategic decisions. We believe these metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner

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as management. However, these measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for financial measures that have been calculated in accordance with GAAP. We primarily review the following key performance indicators and non-GAAP measures when assessing our performance:

Volume

Volume refers to the total dollar value of transactional funds received into Payoneer. Volume serves as a key metric for overall business activity, as growing volume is the primary driver for our revenue growth.

	Year Ended December 31,
(in millions)	2020		2019		2018
Volume	$	44,419	$	28,990	$	21,506

Volume grew 53% year over year in the year ended December 31, 2020 as we experienced continued growth in digital commerce, further accelerated and amplified by the COVID-19 pandemic which led to a significant boost in E-commerce/seller volume as a result of rapid shift in consumer buying behavior towards e-commerce. Nonetheless, the COVID-19 pandemic has also adversely affected the business of our customers’ travel marketplaces as the volume associated with the travel customer base has decreased compared to the year ended December 31, 2020. Volume grew 35% year over year in 2019 as we saw a continued organic growth in the business.

Revenue

The Company generates revenues mainly from transaction fees, which are generally driven by transaction volumes. Transaction fee revenue principally consists of usage fees and foreign exchange conversion fees. We believe that Revenue demonstrates our ability to monetize on volumes. Our revenues can be impacted by the following:

(i) Mix between domestic and cross-border transactions; and

(ii) Geographic region or country in which a transaction occurs.

(iii) Mix in customer size, products, and services;

Management closely monitors volume and revenue to ensure that we continue to grow funds and business activity that enters the platform, expanding overall scale and reach of business.

Transaction Profit, Transaction Profit Margin and Adjusted EBITDA,

In addition to our financial results determined in accordance with GAAP, we believe Transaction Profit, Transaction Profit Margin and Adjusted EBITDA, each a non-GAAP measure, are useful in evaluating our operating performance. We use Transaction Profit, Transaction Profit Margin and Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Transaction Profit, Transaction Profit Margin and Adjusted EBITDA is helpful to our investors as they are a metrics used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison. A reconciliation is provided below for our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of these non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Transaction Profit and Transaction Profit Margin

Transaction Profit represents the amount of revenues, net of transaction costs incurred to facilitate Payoneer services. Transaction costs consist of fees paid to the banks, processors and networks, costs to acquire currencies,

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card supply costs and other losses related to the Company’s services. These costs are net of any rebate programs with banks and processors, such as currency conversion assessment rebates and volume rebates. Transaction costs are primarily driven by transaction volumes.

Transaction Profit Margin represents the total Transaction Profit as a percentage of total Revenue.

Transaction Profit and Transaction Profit Margin help inform management on the effectiveness and costs of delivering volume and funds around the world.

The table below presents a reconciliation between GAAP operating income and Non-GAAP transaction profit:

	Year Ended December 31,
(dollars in millions)	2020		2019		2018
Revenue	346		318		260
GAAP operating income (loss)	(17	)	4		(2)
Other operation expenses	82		82		69
Research and development expenses	52		35		29
Sales and marketing expenses	77		61		50
General and administrative expenses	38		31		24
Depreciation and amortization	17		10		8
Non-GAAP transaction profit	249		223		178
GAAP Operating income margin	(5.0	)%	1.3	%	(0.7	)%
Non-GAAP Transaction profit margin	71.9%		70.1%		68.8%

Transaction Profit grew 12% year over year in the year ended December 31, 2020 and the Transaction Profit Margin increased by approximately 2% year over year during the year ended December 31, 2020, as we continued to achieve meaningful optimization in transaction expenses. Nonetheless, (i) the COVID-19 pandemic has also adversely affected the business of our customers’ travel marketplaces and (ii) our interest income decreased by 65% over this period due to lower interest rates gained on our deposited funds. When excluding the Transaction Profits attributable to our major travel marketplace customers and interest income from each period, Transaction Profit grew 36% year over year in the year ended December 31, 2020.

During 2019 Transaction Profit grew 25% year over year as a result of continued revenue growth as well as increase in interest income and optimization of our transaction costs, primarily driven by improved commercial terms negotiated with our vendors.

Adjusted EBITDA

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

	For the year ended
(in thousands)	December 31, 2020			December 31, 2019		December 31, 2018
Net income, (loss)	$	(23,746	)	(625	)	(7,189	)
Depreciation & amortization		17,095		10,341		7,874
Income tax		8,320		4,709		3,089
Financial expenses (income), net		(2,012	)	(524	)	2,173
EBITDA		(343	)	13,901		5,947
Share in losses of associated company		143		81		—
Stock based compensation expenses(1)		10,892		9,535		6,919
Other non-recurring items(2)		(4,304	)	—		3,158
M&A related expenses(3)		—		1,098 <