Payoneer Inc. entered into letter of intent to acquire FTAC Olympus Acquisition Corp. (NasdaqCM:FTOC) from Betsy Z. Cohen, Ryan M. Gilbert and others for $3.6 billion in a reverse merger transaction on December 29, 2020. Payoneer Inc. entered into an Agreement to acquire FTAC Olympus Acquisition Corp. (NasdaqCM:FTOC) from Betsy Z. Cohen, Ryan M. Gilbert and others in a reverse merger transaction on February 3, 2021. FTAC Olympus will pay 266.1 million new shares and $457 million of cash to acquire Payoneer. The Reorganization reflects an implied enterprise value at closing of approximately $3.3 billion, representing a 7.6x multiple of 2021 expected revenue of $432 million. The cash component of the purchase price to be paid to the equity holders of Payoneer is expected to be funded by FTOC's cash in trust (minus any redemptions by FTOC's existing public stockholders), as well as by a $300 million private placement. The balance of the consideration payable to the existing Payoneer equity holders will consist of shares of common stock of the Company. Following the Reorganization, the Company is expected to have up to $563 million in cash, offering significant capital flexibility for continued organic and inorganic growth. Existing Payoneer equity holders have the potential to receive an earnout of additional shares of common stock if certain stock price targets are met and they will remain the largest investors by rolling over significant equity into the Company. Payoneer has been backed by investments from TCV, Susquehanna Growth Equity (SGE), Viola Ventures, Wellington Management, Nyca Partners, Temasek and more. Concurrently with the execution and delivery of the Reorganization Agreement, certain investors (the “PIPE Investors”) have entered into share 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 million shares of New Starship Common Stock. Upon closing of the reorganization, the newly created holding company will be renamed Payoneer Global Inc. and the combined company (the “Company”) will operate as Payoneer, a U.S. publicly listed entity under the ticker PAYO. Payoneer's management team will continue to lead the Company. The Third Amendment amended the Reorganization Agreement to provide, among other things, that to the extent that all or a portion of a Payoneer Warrantholder's Payoneer Warrant is exercised prior to the Starship Effective Time pursuant to its terms, each such Payoneer Warrantholder who agreed in a writing acceptable to the Payoneer to be treated as a Rollover Holder shall be deemed a “Rollover Holder” under the Reorganization Agreement.

The transaction is subject to approval by the stockholders of FTOC and Payoneer, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission in connection with the transaction, the completion of any required regulatory procedures, including any required approvals under applicable money transmitter laws, and other customary closing conditions. 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 Starship Common Stock to be listed on Nasdaq or another 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) the absence of any material adverse effect, (vii) New Starship having entered into a customary registration rights agreement and (viii) 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 and All applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated. The Reorganization has been unanimously approved by the boards of both Payoneer and FTOC. As of June 23, 2021, FTAC Olympus Acquisition Corp. shareholders approved the transaction. The transaction is expected to close during the first half of 2021. As of March 26, 2021, the transaction is expected to close in the second quarter of 2021. As of June 22, 2021, the transaction is expected to close at the end of June 2021.

Financial Technology Partners is serving as exclusive financial and capital markets advisor to Payoneer. Byron B. Rooney, Lee Hochbaum, Evan Rosen, William A. Curran, Adam Kaminsky and Pritesh P. Shah of Davis Polk & Wardwell LLP serving as legal advisors to Payoneer and Thomas Brown and Sara Weed of Paul Hastings is serving as regulatory counsel to Payoneer. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as financial and capital markets advisors to FTOC, Cantor Fitzgerald is serving as capital markets advisor to FTOC, and Robert Robison, Robert Dickey, Howard Kenny and Jeffrey Letalien of Morgan Lewis serving as legal advisors to FTOC. Kyle C. Krpata, Kevin J. Sullivan and Ramona Y. Nee of Weil, Gotshal & Manges LLP acted as legal advisors to FTAC Olympus Acquisition in the transaction. Morrow Sodali Global LLC acted as information agent and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for FTAC. FTOC has agreed to pay Morrow a fee of $37,500, plus disbursements.