[-chart]www.stockscores.com/chart.asp?TickerSymbol=PAYO&TimeRange=275&Interval=d&Volume=1&ChartType=CandleStick&Stockscores=1&ChartWidth=830&ChartHeight=500&LogScale=None&Band=None&avgType1=SMA&movAvg1=50&avgType2=SMA&movAvg2=100&Indicator1=RSI&Indicator2=BBW&Indicator3=AccDist&Indicator4=MACD&endDate=&CompareWith=&entryPrice=&stopLossPrice=&candles=redgreen[/chart] FTAC Olympus Acquisition Corp. NOW;
Payoneer Global Inc NASDAQ: PAYO SYMBOL PAYO
Payoneer Global Inc.
Other Payoneer Global Inc. Securities PAYOW https://www.otcmarkets.com/stock/PAYO/overview https://www.otcmarkets.com/stock/PAYO/quote https://www.otcmarkets.com/stock/PAYO/profile https://www.otcmarkets.com/stock/PAYO/security https://www.otcmarkets.com/stock/PAYO/news https://www.otcmarkets.com/stock/PAYO/financials https://www.otcmarkets.com/stock/PAYO/disclosure
ADDING DIS 06-27-2021
$FTOC Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 24 2021 - 06:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 23, 2021
FTAC OLYMPUS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands 001-39469 98-1540161
(State or Other Jurisdiction
of Incorporation) (Commission
File Number) (IRS Employer
2929 Arch Street, Suite 1703
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (215) 701-9555
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant FTOCU Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share FTOC Nasdaq Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share FTOCW Nasdaq Capital Market
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 13(a) of the Exchange Act. ?
Item 5.07 Submission of Matters to a Vote of Security Holders.
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 (as amended on February 16, 2021, May 10, 2021 and June 22, 2021 the “Reorganization Agreement”)
providing for a business combination involving FTOC and Payoneer. (the “Reorganization”).
On June 23, 2021, FTOC held an extraordinary general meeting of stockholders (the “Special Meeting”) via remote communication to vote on the following proposals:
(1) a proposal to approve the Reorganization and adopt the Reorganization Agreement (the “Reorganization Proposal”);
(2) 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 Proposal ”),
(3) a proposal to approve the material differences between the amended and restated certificate of incorporation of New Starship to be in effect following the Reorganization
and FTOC’s current amended and restated memorandum and articles of association (the “Charter Proposal”),
(4) a proposal to approve 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 (the “Incentive Plan Proposal”),
(5) a proposal to approve 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 (the “ESPP Proposal”) and
(6) 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”).
The Adjournment Proposal was not presented at the Special Meeting because there were enough votes to approve the Reorganization Proposal, the Domestication Proposal,
the Charter Proposal, the Incentive Plan Proposal and the ESPP Proposal.
Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders of FTOC at the Special Meeting.
The Reorganization Proposal. A proposal to approve the Reorganization and adopt the Reorganization Agreement:
For Against Abstain Broker Non-Votes
61,730,228 1,336,265 3,469 0
The Domestication Proposal. A proposal to approve the Domestication Proposal:
For Against Abstain Broker Non-Votes
61,728,600 1,335,968 5,394 0
The Charter Proposal. A proposal to approve the Charter Proposal:
For Against Abstain Broker Non-Votes
60,760,943 1,342,881 966,138 0
The Incentive Plan Proposal. A proposal to approve the Incentive Plan:
For Against Abstain Broker Non-Votes
59,168,977 2,480,698 1,420,287 0
The ESPP Proposal. A proposal to approve the ESPP:
For Against Abstain Broker Non-Votes
60,246,544 1,391,115 1,432,303 0
Item 7.01 Regulation FD Disclosure
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of FTOC under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
On June 23, 2021, the Company issued a press release announcing the approval of the Reorganization and other related proposals by the Company’s stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated as of June 23, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 23, 2021
FTAC Olympus Acquisition Corporation
/s/ Ryan M. Gilbert
Name: Ryan M. Gilbert
Title: President and Chief Executive Officer
Link for Warrants https://www.stockmarketmba.com/listofwarrants.php
Another Pay Pal in da making $FTOC $FTOCU $FTOCW
EXCLUSIVE: Payoneer CEO Talks Partnerships,
Earnings On 'SPACs Attack'
3:14 pm ET May 20, 2021 (Benzinga) Print
Payoneer is set to go public with an implied pro-forma enterprise
value of $3.3 billion via the special purpose acquisition company
FTAC Olympus Acquisition Corp (NASDAQ: FTOC).
Payoneer CEO Scott Galit appeared on Benzinga's YouTube show
SPACs Attack" for an exclusive interview Thursday.
Payoneer is a payment and commerce-enabling platform which powers
growth for millions of digital businesses worldwide.
The company's mission is to democratize access to financial services
and drive growth for digital businesses around the world.
Payoneer works with nine of the largest 20 companies by market cap
in the world, Galit said.
The company recently partnered with
eBay Inc (NASDAQ: EBAY)
to expand the company's "initiative to manage payments to sellers"
in other parts of the world outside of the U.S.,
adding that Payoneer is moving into the execution phase of its partnership with eBay.
Related Link: Payoneer Announces Partnership With eBay:
What Investors Should Know
Payoneer's Growth Strategy: Payoneer's strategy for sustained growth includes leveraging market momentum,
actively investing in additional services and capitalizing on
inorganic growth through strategic M&A, Galit told Benzinga.
Being a global company is one of the key pillars that defines
Payoneer as a company,
he said, adding that revenue is largely generated from small-
and medium-sized businesses around the world.
"Payoneer is a play on the global digital economy," Galit said.
The company acts as an on-ramp to digital commerce for small
businesses from diverse markets around the world, he said.
Payoneer Earnings Highlights:
Payoneer recently reported first-quarter financial results.
Volume increased 61% to $13.3 billion compared to $8.3 billion in 2020.
Revenue increased 23% to $100.6 million compared to $82 million in 2020, while transaction costs declined to 20% of revenue.
The results in the company's quarterly earnings report were
improved across the board, Galit told Benzinga.
Everything is working for the company even better than it had expected, he added.
Galit On Crypto: The company has spent a lot of time monitoring cryptocurrency, but it is not a part of the business at this point
in time, Galit said.
The Payoneer CEO said he doesn't feel crypto would provide an
advantage for the company from a technology perspective.
"We have the ability to incorporate" cryptocurrency into our business
if the right opportunity presents itself, he said.
The SPAC route was the best path to the public market for Payoneer because it allowed the company to present potential investors with
forward projections after an up-and-down year during the COVID-19 pandemic, Galit said.
Payoneer entered into a definitive agreement to merge with
FTAC Olympus Acquisition Corp on Feb. 3.
The transaction is expected to close before the end of the second quarter.
Upon closing of the transaction,
the newly created company
will be named Payoneer Global Inc.
At last check Thursday, FTAC Olympus Acquisition shares were trading slightly higher at $9.91.
© 2021 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
UPDATED 05-13-2021 $FTOC FTOC SECURITY DETAILS MKT CAP 768,679,322 05/13/2021
[-chart]finviz.com/chart.ashx?t=payo&ty=c&ta=1&p=d&s=l[/chart] Additional Securities Share Structure Market Cap Market Cap.768,679,322 Authorized Shares........Not Available Outstanding Shares...........7,644,376 Restricted.Not Available Unrestricted.Not Available Held at DTC.Not Available Float.Not Available Par Value.o Par Value
INTERESTING SPAC COMPANY 04-26-2021
$PAYO $ PAYOW BY Dow Jones & Company, Inc.
07/08/2021 $PAYOW [-chart]www.stockscores.com/chart.asp?TickerSymbol=PAYOW&TimeRange=275&Interval=d&Volume=1&ChartType=CandleStick&Stockscores=1&ChartWidth=830&ChartHeight=500&LogScale=None&Band=None&avgType1=SMA&movAvg1=50&avgType2=SMA&movAvg2=100&Indicator1=RSI&Indicator2=BBW&Indicator3=AccDist&Indicator4=MACD&endDate=&CompareWith=&entryPrice=&stopLossPrice=&candles=redgreen[/chart] $PAYO [-chart]www.stockscores.com/chart.asp?TickerSymbol=PAYO&TimeRange=275&Interval=d&Volume=1&ChartType=CandleStick&Stockscores=1&ChartWidth=830&ChartHeight=500&LogScale=None&Band=None&avgType1=SMA&movAvg1=50&avgType2=SMA&movAvg2=100&Indicator1=RSI&Indicator2=BBW&Indicator3=AccDist&Indicator4=MACD&endDate=&CompareWith=&entryPrice=&stopLossPrice=&candles=redgreen[/chart]
$FTOC COMMON STOCK For Payoneer, it was the ability to get the price it wanted and pick
its merger partner that prompted the fintech to combine with Betsy Cohen's latest blank-check company.
The deal will value Payoneer at $3.3 billion once it closes.
Payoneer this week became the latest company to agree to merge with
a special- purpose acquisition vehicle.
Payoneer's management, which is staying,
will own about 70% of the combined company once the sale to FTAC
Olympus Acquisition Corp (FTOC) closes at midyear.
Founded in 2005,
Payoneer provides cross-border payments for small businesses,
online sellers, and freelancers in more than 190 countries.
It has raised about $300 million in funding. The New York fintech had been considering going public for years but didn't decide until early 2020 to push forward with its IPO plans, CEO Scott Galit told Barron's.
That decision came before the Covid-19 pandemic began savaging the U.S. equities markets in March 2020,
causing severe stock swings and shutting down the IPO market.
Even before, Pioneer had been feeling the pain of Covid-19.
The startup has several offices in China with its largest base of
e-commerce sellers from that country, Galit said.
"We saw a huge impact in January 2020 as both our offices and our customers had to slow or shut down operations temporarily.
We also saw the ripple effect this caused for companies all over the globe
-- most supply chains touch China in some way. As a result,
we saw lots of supply-chain disruptions with the businesses we work in," Galit said.
The U.S. economy firmed up during the second half of 2020,
along with Payoneer's business.
This played a role in the company's decision to go public with a SPAC.
Transactions for the so-called blank-check vehicles typically include
a private investment in public equity,
where companies raise capital from institutional investors before the deal officially closes.
Businesses, with a SPAC, can share their future financial forecasts with potential investors.
That's not allowed with traditional IPOs.
"Going through a SPAC gave Payoneer the opportunity to provide projections that show clearly how Covid impacted us,
and demonstrate the underlying resiliency,
strength of our business model and accelerating growth expectations, despite the disruptions of 2020,"
With a SPAC, Payoneer was also able to pick its investors early on
in the process.
This compares to traditional IPOs where underwriters choose investors the night before a company makes its market debut.
which was seeking $200 million with its PIPE,
spoke to many of the same investors that it would have met with
a traditional IPO, Galit said.
The fintech received more demand than it expected with its PIPE,
which ended up collecting $300 million from investors such as
Dragoneer Investment Group,
Fidelity Management & Research Co,
Franklin Templeton, Millennium Management, T. Rowe Price Associates,
and Winslow Capital Management. Wellington Management, an existing investor, also participated.
Another reason to go with a SPAC? Payoneer was able to choose its
FTAC is the fourth SPAC from Betsy Cohen, a noted fintech pioneer
and founder of The Bancorp .
Her prior SPACs have scooped up CardConnect,
International Money Express,
Perella Weinberg Partners.
(First Data bought CardConnect for $750 million in 2017.)
"Betsy is a really incredible person and a real icon in financial services as the first woman to run a bank publicly in the U.S.
[as well as] a pioneer as a lawyer and a pioneer in SPACs," Galit said.
Payoneer was able to negotiate the price it wanted to merge with a SPAC, Galit said.
This compares to a traditional IPO where the underwriters set the price the night before a company goes public.
Payoneer is expected to have up to $563 million in cash once the deal with FTOC closes.
SPACs also offer a quicker route to the public markets than traditional IPOs, Galit said.
He estimated that Payoneer saved about three months merging with FTOC versus an IPO.
"The certainty of the deal getting done at pricing we were targeting
and having the ability to share our projections was a better path
[ for us]," Galit said.
In the future, Payoneer plans to expand its product lines and to
take part in acquisitions.
In 2019, the fintech acquired Optile and scooped up Armor Payments in 2016.
"We're excited about having a public currency and doing bigger acquisitions," Galit said.
Steve McLaughlin of FT Partners advised Payoneer, while
Davis Polk & Wardwell and Paul Hastings acted as their attorneys.
Rick Diamond of Citi, along with Jeff Gido and Kelly Galanis of Goldman Sachs (GS),
provided financial advice to FTOC.
Cantor Fitzgerald served as capital markets advisor to FTOC while Morgan Lewis was their attorney.
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