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 Reports 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 "First Amendment") and
on May 10, 2021, the Parties entered in Amendment No. 2 to the Reorganization
Agreement ("Second Amendment" and, the Original Reorganization Agreement, as
amended by the First Amendment and the Second 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 "Payoneer Merger" and the transactions
contemplated by the Reorganization Agreement, the "Reorganization"). As a result
of the Payoneer Merger, each Company Common Share will be canceled in exchange
for the right to receive the Per Share Merger Consideration Value, which may be
paid or delivered in cash or newly issued shares of New Starship Common Stock
based on a $10.00 per share price, as determined by Payoneer, subject to (i)
Payoneer's maintaining a minimum amount of cash immediately following the
Closing (determined as set forth in the Reorganization Agreement) and (ii) the
cash portion of the Per Share Merger Consideration Value not exceeding 15% of
the total Per Share Merger Consideration Value. In addition, the parties agreed
to permit certain Payoneer stockholders (such Payoneer stockholders, "Rollover
Holders") to receive 100% of the Per Share Merger Consideration Value in the
form of newly issued shares of New Starship Common Stock.
On June 22, 2021, the Parties entered into that certain Amendment No. 3 to the
Reorganization Agreement (the "Third Amendment"). The Third Amendment amended
the Reorganization Agreement to provide, among other things, that to the extent
that all or a portion of a Company Warrantholder's Company Warrant is exercised
prior to the Starship Effective Time pursuant to its terms, each such Company
Warrantholder who agreed in a writing acceptable to the Company to be treated as
a Rollover Holder shall be deemed a "Rollover Holder" under the Reorganization
Agreement (solely in respect of its Company Shares issued upon exercise of such
Company Warrant).
The Third Amendment also amends the definition of "Pro Rata Share" to clarify
that Company RSUs that have satisfied the time-vesting component of their
vesting schedule (as set forth in the applicable award agreement) as of the
Effective Time, and would otherwise be a vested Company RSU, but for the terms
of the applicable award agreement, as amended, with respect to the vesting of
such Company RSUs in connection with the Transactions, are included in the
calculation of Pro Rata Share.
The Third Amendment also amends the intended tax treatment with respect to the
merger of Second Merger Sub with and into the Company (the "Starship Merger").
The Third Amendment provides that the Starship Merger, together with the merger
of First Merger Sub with and into FTOC, is intended to qualify as a contribution
governed by Section 351 of the Internal Revenue Code of 1986, as amended, and
makes conforming amendments to the representations and covenants related to the
intended tax treatment of the Starship Merger.
All other material terms of the Reorganization Agreement remain unchanged.
The foregoing description of the Third Amendment does not purport to be complete
and is qualified in its entirety by reference to (i) the full text of the Third
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, (iii) the full text
of the First 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, and (iv) the full text of
the Second Amendment, a copy of which was filed as Exhibit 2.1 to FTOC's Current
Report on Form 8-K filed on May 10, 2021, each of which is incorporated by
reference.
Important Information and Where to Find It
In connection with the proposed Reorganization between Payoneer and FTOC, New
Starship Parent Inc. filed with the Securities and Exchange Commission ("SEC") a
definitive proxy statement / prospectus contained in a registration statement on
Form S-4, as amended. 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 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 contain important information
about Payoneer, FTOC and the proposed transactions. The definitive proxy
statement / prospectus was mailed to FTOC stockholders of record as of May 19,
2021. Stockholders are also able to obtain a copy of 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.
The definitive proxy statement / prospectus can be found in the filings on Form
S-4 by New Starship Parent Inc., as well as in the DEFM14A filing of FTOC at
www.sec.gov. Payoneer and FTOC entered into the Original Reorganization
Agreement in February 2021. Completion of the Reorganization is subject to
approval by the shareholders of FTAC Olympus Acquisition Corp. and certain other
conditions. The proposed business combination is expected to close shortly after
the Special Meeting.
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 document under the rules of the SEC.
Information about the directors and executive officers of FTOC and 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 definitive proxy
statement/prospectus filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
This document 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 document 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, 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 definitive proxy
statement / prospectus filed by FTOC and New Starship Parent Inc. on June 1,
2021. Nothing in this document 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Third Amendment to Agreement and Plan of Reorganization, dated as of
June 22, 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.© Edgar Online, source Glimpses
FTAC OLYM 
