Item
1.01 Entry into a Material Definitive Agreement.
The
Reorganization Agreement
Reorganization
Agreement Amendment
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission 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”, and collectively
with FTOC, New Starship, First Merger Sub and Second Merger Sub, the “Parties”), entered into an Agreement and Plan
of Reorganization (the “Reorganization Agreement”) providing for a business combination involving FTOC and Payoneer.
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”).
The
Reorganization Agreement, among other things, also provides that: (1) in Section 1.1 thereof, “Per Share Merger Consideration
Value” is defined as 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 Exchange Ratio and a Company Optionholder’s Cashout Vested
Company Options, (x) subsections (b) and (c) of the definition of Equity Value and (y) the number of Outstanding Company Equity
Securities shall, in each case, be determined as of March 31, 2021” and (2) in Section 8.1(g) thereof, as a condition to
the consummation of the Reorganization, “SPAC Cash shall equal or exceed the Minimum Cash Amount” (the “Minimum
Cash Condition”), with (x) “Minimum Cash Amount” defined as $325,000,000, and (y) “SPAC Cash” defined
as an amount equal to (i) the aggregate amount of cash contained in the Trust Account immediately prior to the consummation of
the Reorganization less the Aggregate SPAC Stockholder Redemption Payments Amount, plus (ii) the proceeds actually paid to FTOC
upon consummation of the PIPE Investment.
On
February 16, 2021, the Parties entered into that certain Amendment to Agreement and Plan of Reorganization (the “Amendment”).
The Amendment amended the Reorganization Agreement to provide that, for purposes of calculating the Per Share Merger Consideration
Value (in addition to the Exchange Ratio and a Company Optionholder’s Cashout Vested Company Options), (x) subsections (b)
and (c) of the definition of Equity Value and (y) the number of Outstanding Company Equity Securities shall, in each case, be
determined as of March 31, 2021. In addition, the Amendment amended the Reorganization Agreement to provide that the Minimum Cash
Condition will be satisfied so long as SPAC Cash of the kind set forth in sub-clause (i) of the definition described in clause
(2)(y) of the paragraph above shall equal or exceed the Minimum Cash Amount.
As
a result of the Amendment, (1) the calculation of Per Share Merger Consideration Value shall be determined as of March 31, 2021
and (2) only the amount of cash contained in the Trust Account immediately prior to the consummation of the Reorganization after
giving effect to FTOC stockholder redemptions will be considered for purposes of the Minimum Cash Condition, and the proceeds
actually paid to FTOC upon consummation of the PIPE Investment will not be taken into account for purposes of the Minimum Cash
Condition.
All
other material terms of the Reorganization Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is attached as Exhibit 2.1, and to the full text of the 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 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 intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) a preliminary proxy statement / prospectus and 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, when available, 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 will also be able to obtain
a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available,
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 Securities and Exchange
Commission 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 will
be set forth in the proxy statement/consent solicitation statement/prospectus when it is filed with the SEC. 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 the New Starship’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 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 Securities and Exchange Commission 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
to be contained in the proxy statement filed after the date hereof. 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. Neither FTOC nor Payoneer nor the Company undertakes any duty to update these forward-looking
statements.