As filed with the Securities and Exchange Commission on May 25, 2021

Registration No. 333-253142

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

____________________________________

AMENDMENT NO. 3
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 MAY [•], 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 and on May 10, 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 “PAYO” and “PAYOW,” 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 and on May 10, 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 3,800,000,000 authorized shares of common stock and 380,000,000 shares of preferred stock authorized, 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 7,603,202 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 May 19, 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 May 19, 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 identify in the request the beneficial owner of the shares to be redeemed 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 March 31, 2021, this would have amounted to approximately $10.00 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.

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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 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
SUMMARY 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		84
THE SPECIAL MEETING		85
THE REORGANIZATION PROPOSAL		92
THE REORGANIZATION AGREEMENT		106
ANCILLARY AGREEMENTS RELATED TO THE REORGANIZATION		118
THE DOMESTICATION PROPOSAL		120
THE INCENTIVE PLAN PROPOSAL		123
THE ESPP PROPOSAL		130
THE CHARTER PROPOSAL		135
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		137
THE ADJOURNMENT PROPOSAL		144
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		145
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		156
SELECTED HISTORICAL FINANCIAL INFORMATION OF FTOC		162
SELECTED HISTORICAL FINANCIAL DATA OF PAYONEER		164
OTHER INFORMATION RELATED TO FTOC		166
FTOC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		175
BUSINESS OF PAYONEER		179
PAYONEER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		193
DESCRIPTION OF NEW PAYONEER SECURITIES		215
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		229
BENEFICIAL OWNERSHIP		231
DIRECTORS AND EXECUTIVE OFFICERS OF NEW PAYONEER AFTER THE REORGANIZATION		234
PAYONEER’S EXECUTIVE AND DIRECTOR COMPENSATION		240
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		247
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		250
CAYMAN ISLAND APPRAISAL RIGHTS		263
STOCKHOLDER PROPOSALS AND NOMINATIONS		263
SHAREHOLDER COMMUNICATIONS		264
LEGAL MATTERS		264

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		Page
EXPERTS		264
HOUSEHOLDING; DELIVERY OF DOCUMENTS TO SHAREHOLDERS		264
ENFORCEABILITY OF CIVIL LIABILITY		265
WHERE YOU CAN FIND MORE INFORMATION		266
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 266 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 currently exercisable), plus (c) the aggregate per share exercise price with respect to all Company Warrants, plus (d) the aggregate amount of cash paid by Company Optionholders and holders of Company Warrants to the Company in respect of the exercise price of any such Company Options and Company Warrants exercised on or after February 3, 2021 until immediately prior to Closing for which the applicable exercise price is paid in Cash in accordance with the terms of such Company Options and 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 $0.01 per share, of New Payoneer.

• “Outstanding Company Equity Securities” refers to (a) the Company Common Shares outstanding as of the Determining Date (assuming the conversion of the Company Preferred Shares into Company Common Shares as of the Determining Date) and (b) the Company Common Shares that, as of the Determining Date, 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), (c) and (d) of the definition of Equity Value and (y) the number of Outstanding Company Equity Securities shall, in each case, be determined as of a date, which shall be determined by the Company and which shall be no less than 10 Business Days prior to the Closing Date (the “Determining Date”).

• “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.

• “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

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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 May 19, 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 Reorganization Agreement Amendment 1 and Reorganization Agreement Amendment 2 (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 1” refers to the first 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.

• “Reorganization Agreement Amendment 2” refers to the second amendment to the Reorganization Agreement, dated as of May 10, 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, a copy of Reorganization Agreement Amendment 1 is attached hereto as Annex A-1 and a copy of Reorganization Agreement Amendment 2 is attached hereto as Annex A-2. FTOC urges its shareholders to read each of the Reorganization Agreement, Reorganization Agreement Amendment 1 and Reorganization Agreement Amendment 2 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 May 19, 2021. Only holders of record of FTOC Shares at the close of business on May 19, 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 May 19, 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 103 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 $754,787,779, 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 March 31, 2021, 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.

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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 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 identify in the request the beneficial owner of the shares to be redeemed 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 March 31, 2021, this would have amounted to approximately $10.00 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

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account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units 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 98.

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,

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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 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 May 19, 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 92.

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 “PAYO,”

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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 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 May 19, 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 May 19, 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.

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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 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.

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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.

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 114, 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

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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.

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 Base Value (as it is defined in the Reorganization Agreement) 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, if any, 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 March 31, 2021, this would have amounted to approximately $10.00 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 $57,650,947, based on the closing price of $9.90 per share of our Class A ordinary shares on The Nasdaq Capital Market on May 19, 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 $3,927,700 based upon the closing price of $1.81 per warrant on The Nasdaq Capital Market on May 19, 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.

• 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

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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 84)

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 106)

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 Reorganization Agreement Amendment 1 and Reorganization Agreement Amendment 2, which are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, and are incorporated by reference herein in their 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 118)

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 92)

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 92)

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 106)

Payoneer Stockholders

The Base Value (as it is defined in the Reorganization Agreement) 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, if any, 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.

In addition, for U.S. employees of Payoneer Inc. holding Company Common Stock issued pursuant to the exercise of Company Options prior to the date that is 12-months preceding the Determining Date (each, an “Exercise Holder”), instead of each Company Common Share held by such Exercise Holder being entitled to Per Share Cash Consideration and Per Share Stock Consideration on a pro rata basis, and instead of the Cashout Vested Company Options of such Exercise Holder being entitled to be exchanged for the Cashout Vested Company Option Amount allocable to such Exercise Holder, (i) the aggregate amount of the Per Share Cash Consideration and Cashout Vested Company Option Amount (as defined below) will be exchanged for certain of such Exercise Holder’s Company Common Shares and vested Payoneer options exercisable for Payoneer equity in full, (ii) the aggregate amount of the Per Share Stock Consideration (other than the Earn-Out Shares) allocable to such Exercise Holder will be exchanged for certain of such Exercise Holder’s Company Common Shares in full and (iii) the aggregate amount of newly issued options of New Payoneer exercisable for New Payoneer common stock that would otherwise continue to be held by such Exercise Holder as a result of converting the vested Payoneer options exercisable for Payoneer equity will be exchanged for such Exercise Holder’s vested Payoneer options exercisable for Payoneer equity in full, in each case pursuant to a methodology described further in the Reorganization Agreement Amendment 2; provided that the percentage to be obtained by dividing the cash portion of the consideration to be paid to such Exercise Holder by the aggregate amount of consideration allocated to such Exercise Holder under the Reorganization Agreement (excluding the Earn-Out Shares) in respect thereof will be equal to the percentage obtained by dividing the Per Share Cash Consideration that would be payable to such holder in respect of one Company Common Share by the Per Share Merger Consideration Value (excluding the Earn-Out Shares) without giving effect to the foregoing allocation provisions (subject to de minimis differences due to rounding and such other adjustments as the Company may, in its discretion, make in order to give effect to the same).

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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 85)

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 May 19, 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.

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.

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Recommendation of FTOC’s Board of Directors (page 105)

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 86 and “The Reorganization Proposal — FTOC’s Board of Directors’ Reasons for Approval of the Reorganization” beginning on page 98.

FTOC’s Board of Directors’ Reasons for Approval of the Reorganization (page 98)

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.

• 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 114)

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;

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• 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

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.

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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.

Termination and Termination Fee (page 116)

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

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• 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 88)

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 identify in the request the beneficial owner of the shares to be redeemed and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

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 90)

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.”

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Interests of FTOC’s Directors and Officers in the Reorganization (page 103)

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:

• 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 $3,927,700 based upon the closing price of $1.81 per warrant on Nasdaq on May 19, 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.

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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.

• 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.

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 their respective 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 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.

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Stock Exchange Listing (page 228)

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

Sources and Uses of Funds (page 34)

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 April 30, 2021.

Sources
Existing Payoneer Shareholder Equity(1)	$	2,726
Marketable securities held in Trust Account		755
PIPE Investment		300
Total Sources	$	3,781

Uses
Stock Consideration to Seller(1)	$	2,726
Cash Consideration(2)		392
Debt Paydown		19
Estimated Transaction Expenses(3)		95
Cash on Balance Sheet		549
Total Uses	$	3,781

____________

(1) Total equity consideration to Payoneer includes any shares to be issued in respect of Payoneer warrants and options. Assumes Payoneer outstanding debt of $19mm 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 remain outstanding following the consummation of the Reorganization. Excludes Payoneer earnout shares.

(2) Cash consideration to Payoneer equityholders of $392mm determined based on Payoneer’s capitalization table as of April 30, 2021 and vested date of April 30, 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 remain outstanding following the consummation of the Reorganization.

(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 250)

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 105)

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.

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Comparison of Shareholders’ Rights (page 140)

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 140.

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 F-12 and F-31)

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.

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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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FTOC

FTOC is providing the following summary historical financial information (as restated) to assist the analysis of the financial aspects of the reorganization agreement.

The summary historical statements of operations data of FTOC (as restated) 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 summary historical statements of operations data of FTOC for the three months ended March 31, 2021 and the balance sheet data as of March 31, 2021 were derived from the unaudited interim consolidated financial statements of FTOC 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’s 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.

Balance Sheet Data:

In thousands $	As of March 31, 2021	As of December 31, 2020 (as restated)
	(Unaudited)	(Audited)
Cash	4,003	5,102
Marketable securities held in Trust Account	754,788	754,769
Total Assets	759,174	760,257
Warrant liabilities	55,128	49,175
Deferred underwriting fee payable	30,285	30,285
Total Liabilities	87,545	79,579
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 10,981,497 shares issued and outstanding (excluding 66,662,879 shares subject to possible redemption) at March 31, 2021 and December 31, 2020	1,099	1,008
Total Stockholders’ Equity	5,000	5,000

Statement of Operations Data:

In thousands $	Three Months Ended March 31, 2021		period from June 2, 2020 (inception) through December 31, 2020 (as restated)
	(Unaudited)		(Audited)
Formation and Operating Costs	3,115		685
Loss from Operations	(3,115	)	(685	)
Interest Earned on marketable securities held in Trust Account	19		25
Change in fair value of warrant liabilities	(5,953	)	(5,953	)
Offering Costs associated with warrants recorded as liabilities	—		(2,541	)
Net Loss	(9,049	)	(9,154	)
Weighted average shares outstanding of Class A redeemable ordinary shares	75,474,376		75,376,489
Basic and diluted net income per share, Class A redeemable ordinary shares	(0.00	)	(0.00	)
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares	21,581,094		20,766,410
Basic and diluted net loss per share, Class A Class B non-redeemable ordinary shares	(0.42	)	(0.44	)

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF PAYONEER

The summary statement of operations data of Payoneer for the years ended December 31, 2020 and 2019 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 summary statement of operations data of Payoneer for the three months ended March 31, 2021 and March 31, 2020 and the balance sheet data as of March 31, 2021 were derived from the unaudited interim condensed consolidated financial statements of Payoneer included elsewhere in this proxy statement/prospectus.

The unaudited interim consolidated financial data presented was prepared on a basis consistent with Payoneer’s audited consolidated financial statements, except for Payoneer’s early adoption of ASC-842, starting January 1, 2021. In the opinion of Payoneer management, such unaudited consolidated financial data reflect all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

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 March, 2021	Payoneer as of 31 December, 2020	Payoneer as of 31 December, 2019		Payoneer as of 31 December, 2018
Cash and cash equivalents	104,676	102,988	114,896		104,011
Customer funds	3,324,684	3,346,722	1,686,778		1,394,079
Total assets	3,671,932	3,669,684	1,960,710		1,577,487
Outstanding operating balances	3,324,684	3,346,722	1,686,778		1,394,079
Current portion of long-term debt	15,000	13,500	—		—
Long-term debt	49,026	26,525	60,000		—
Total liabilities	3,481,958	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 $216,574, $213,484, and $201,368 and $189,971 at March 31, 2021, December 31, 2020, and December 31, 2019 respectively.	154,800	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 $37,451 and $36,520 at March 31, 2021 and December 31, 2020, respectively.	10,735	10,735	—		—
Total shareholders’ equity (deficit)	24,439	24,299	(5,363	)	(16,464	)

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Statement of Operations Data:

In thousands $, except for share data	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020			Year Ended December 31, 2020			Year Ended December 31, 2019		Year Ended December 31, 2018
Revenues	$	100,606		$	81,959		$	345,592		$	317,750	$	260,135
Transaction costs		20,155			24,793			97,040			94,665		81,368
Other operating expenses		26,614			19,852			81,976			82,295		68,883
Research and development expenses		16,653			10,574			52,301			34,772		29,383
Sales and marketing expenses		23,139			17,829			76,846			61,020		50,165
General and administrative expenses		10,517			7,826			37,629			31,016		24,389
Depreciation and amortization		4,677			4,166			17,095			10,341		7,874
Total Operating Expenses		101,755			85,040			362,887			314,109		262,062
Operating income (loss)		(1,149	)		(3,081	)		(17,295	)		3,641		(1,927	)
Financial income (expenses), net		(622	)		(1,803	)		2,012			524		(2,173	)
Income (loss) before taxes on income		(1,771	)		(4,884	)		(15,283	)		4,165		(4,100	)
Income tax		1,731			2,573			8,320