Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by FTAC Olympus Acquisition
Corporation, a Cayman Islands exempted company ("FTOC"), on February 3, 2021,
FTOC, New Starship Parent Inc., a Delaware corporation ("New Starship"),
Starship Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary
of New Starship ("First Merger Sub"), Starship Merger Sub II Inc., a Delaware
corporation and wholly-owned subsidiary of New Starship ("Second Merger Sub"),
and Payoneer Inc., a Delaware corporation ("Payoneer" or the "Company", and
collectively with FTOC, New Starship, First Merger Sub and Second Merger Sub,
the "Parties"), entered into an Agreement and Plan of Reorganization (the
"Original Reorganization Agreement") providing for a business combination
involving FTOC and Payoneer. As previously disclosed in the Current Report on
Form 8-K filed with the SEC by FTOC, on February 16, 2021, the Parties entered
into Amendment No. 1 to the Reorganization Agreement (the "Reorganization
Agreement Amendment" and, the Original Reorganization Agreement, as amended by
the Reorganization Agreement Amendment, the "Reorganization Agreement"). Defined
terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Reorganization Agreement.
The Reorganization Agreement, among other things, provides that (a) First Merger
Sub will merge with and into FTOC, with FTOC surviving as a wholly-owned
subsidiary of New Starship and (b) immediately thereafter, Second Merger Sub
will merge with and into Payoneer, with Payoneer surviving as a wholly-owned
subsidiary of New Starship (the transactions contemplated by the Reorganization
Agreement, the "Reorganization").
On May 10, 2021, the Parties entered into that certain Amendment No. 2 to the
Reorganization Agreement (the "Second Amendment"). The Second Amendment amended
the Reorganization Agreement to provide, among other things, that the
incremental amount of Cash paid by the Company Optionholders and holders of
Company Warrants to the Company in respect of the exercise price of all Company
Options and Company Warrants exercised during the period beginning February 3,
2021 until immediately prior to the Closing will be added to the definition of
Equity Value such that Equity Value will be increased by such cash amount. In
addition, the Second Amendment amended the Reorganization Agreement to provide
that, solely for purposes of calculating the Exchange Ratio, a Company
Optionholder's Cashout Vested Company Options and the Per Share Merger
Consideration Value, (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").
In addition, the Second Amendment provides that, for U.S. employees of Payoneer
Inc. holding Company Common Shares 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 allocable to such Exercise Holder will be deemed exchanged for
certain of such Exercise Holder's Company Common Shares and Vested Company
Options 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
deemed exchanged for certain of such Exercise Holder's Company Common Shares in
full and (iii) the aggregate Converted Options that would otherwise continue to
be held by such Exercise Holder as a result of converting the Remaining Vested
Company Options will be deemed exchanged for certain of such Exercise Holder's
Vested Company Options in full, in each case pursuant to a methodology described
further in the Second Amendment; 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).
All other material terms of the Reorganization Agreement remain unchanged.
The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to (i) the full text of
the Second Amendment, a copy of which is attached as Exhibit 2.1, (ii) the full
text of the Original Reorganization Agreement, a copy of which was filed as
Exhibit 3.1 to FTOC's Current Report on Form 8-K filed on February 3, 2021 and
(iii) the full text of the Reorganization Agreement Amendment, a copy of which
was filed as Exhibit 2.1 to FTOC's Current Report on Form 8-K filed on February
16, 2021, each of which is incorporated by reference.
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Important Information and Where to Find It
In connection with the proposed Reorganization between Payoneer and FTOC, New
Starship Parent Inc. filed with the SEC a preliminary proxy statement /
prospectus on Form S-4 and Amendment No. 1 to the Registration Statement on Form
S-4/A, and FTOC will mail a definitive proxy statement / prospectus and other
relevant documentation to FTOC stockholders. This document does not contain all
the information that should be considered concerning the proposed
Reorganization. It is not intended to form the basis of any investment decision
or any other decision in respect of the proposed Reorganization. FTOC
stockholders and other interested persons are advised to read the preliminary
proxy statement / prospectus and any amendments thereto, and the definitive
proxy statement / prospectus in connection with the solicitation of proxies for
the extraordinary general meeting to be held to approve the transactions
contemplated by the proposed Reorganization because these materials will contain
important information about Payoneer, FTOC and the proposed transactions. The
definitive proxy statement / prospectus will be mailed to FTOC stockholders as
of a record date to be established for voting on the proposed Reorganization
when it becomes available. Stockholders are also able to obtain a copy of
the proxy statement / prospectus filed with the SEC on February 16, 2021 (as may
be amended), and once available, the definitive proxy statement / prospectus,
without charge, at the SEC's website at http://sec.gov or by directing a request
to: FTAC Olympus Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia,
Pennsylvania 19104.
Participants in the Solicitation
Payoneer and FTOC, and their respective directors and executive officers, may be
considered participants in the solicitation of proxies with respect to the
potential transaction described in this communication under the rules of the
SEC. Information about the directors and executive officers of FTOC is set forth
in FTOC's Prospectus dated August 25, 2020 filed with the SEC on August 26,
2020. Information regarding other persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the stockholders in connection
with the potential transaction and a description of their interests is set forth
in the proxy statement/prospectus filed with the SEC on February 16, 2021 (as
may be amended). These documents can be obtained free of charge from the sources
indicated above.
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of FTOC or Payoneer, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended.
Forward-Looking Statements
This communication includes, and oral statements made from time to time by
representatives of FTOC and Payoneer may be considered, "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or FTOC's, Payoneer's or New
Starship Parent Inc.'s future financial or operating performance. For example,
projections of future Volume, Revenue, Transaction Profit, and Operating Income
are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "expect," "intend," "will,"
"estimate," "anticipate," "believe," "predict," "potential" or "continue," or
the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those
expressed or implied by such forward looking statements. These forward-looking
statements are based upon estimates and assumptions that, while considered
reasonable by FTOC and its management, and Payoneer and its management, as the
case may be, are inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the Reorganization; (2) the outcome of any legal
proceedings that may be instituted against FTOC, Payoneer, New Starship Parent
Inc. or others following the announcement of the Reorganization and any
definitive agreements with respect thereto; (3) the inability to complete the
Reorganization due to the failure to obtain approval of the shareholders of
FTOC, to obtain financing to complete the Reorganization or to satisfy other
conditions to closing; (4) changes to the proposed structure of the
Reorganization that may be required or appropriate as a result of applicable
laws or regulations or as a condition to obtaining regulatory approval of the
Reorganization; (5) the ability to meet applicable listing standards following
the consummation of the Reorganization; (6) the risk that the Reorganization
disrupts current plans and operations of Payoneer as a result of the
announcement and consummation of the Reorganization; (7) the ability to
recognize the anticipated benefits of the Reorganization, which may be affected
by, among other things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs related to the
Reorganization; (9) changes in applicable laws or regulations; (10) the
possibility that Payoneer or the combined Company may be adversely affected by
other economic, business and/or competitive factors; (11) Payoneer's estimates
of its financial performance; and (12) other risks and uncertainties set forth
in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in FTOC's Prospectus dated August 25, 2020 filed
with the SEC on August 26, 2020, the section entitled "Risk Factors" in FTOC's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020,
as well as any further risks and uncertainties contained in the Form S-4/proxy
statement filed on February 16, 2021 (as may be amended). Nothing in this
communication should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements, which speak only
as of the date they are made. None of FTOC, Payoneer or New Starship Parent Inc.
undertakes any duty to update these forward-looking statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Second Amendment to Agreement and Plan of Reorganization, dated as of
May 10, 2021, by and among FTAC Olympus Acquisition Corporation, New
Starship Parent Inc., Starship Merger Sub I Inc., Starship Merger Sub II
Inc., and Payoneer Inc.
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