0001213900-21-037588.txt : 20210720 0001213900-21-037588.hdr.sgml : 20210720 20210719214806 ACCESSION NUMBER: 0001213900-21-037588 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210720 DATE AS OF CHANGE: 20210719 GROUP MEMBERS: BETSY Z. COHEN GROUP MEMBERS: FTAC OLYMPUS ADVISORS, LLC GROUP MEMBERS: RYAN M. GILBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Payoneer Global Inc. CENTRAL INDEX KEY: 0001845815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 861778671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92642 FILM NUMBER: 211099294 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: New Starship Parent, Inc. DATE OF NAME CHANGE: 20210211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FTAC Olympus Sponsor, LLC CENTRAL INDEX KEY: 0001816088 IRS NUMBER: 851146436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 4844593476 MAIL ADDRESS: STREET 1: 2929 ARCH STREET STE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 SC 13G 1 ea144443-13gftacsponsor_ftac.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Payoneer Global, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

70451X 104

(CUSIP Number)

June 28, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 70451X 104

1.	Names of reporting persons. FTAC Olympus Sponsor, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Delaware

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

Shared voting power

9,624,365**

Sole dispositive power

Shared dispositive power

9,624,365**

9.	Aggregate amount beneficially owned by each reporting person 9,624,365**
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) N/A
11.	Percent of class represented by amount in Row (9) 2.8%
12.	Type of reporting person (see instructions) OO

** See Item 4 of this filing.

CUSIP No. 70451X 104

1.	Names of reporting persons. FTAC Olympus Advisors, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Delaware

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

Shared voting power

10,015,620**

Sole dispositive power

Shared dispositive power

10,015,620**

9.	Aggregate amount beneficially owned by each reporting person 10,015,620**
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) N/A
11.	Percent of class represented by amount in Row (9) 3.0%
12.	Type of reporting person (see instructions) OO

** See Item 4 of this filing.

CUSIP No. 70451X 104

1.	Names of reporting persons. Ryan M. Gilbert
2.	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization United States

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

Shared voting power

19,639,985**

Sole dispositive power

Shared dispositive power

19,639,985 **

9.	Aggregate amount beneficially owned by each reporting person 19,639,985**
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) N/A
11.	Percent of class represented by amount in Row (9) 5.8%
12.	Type of reporting person (see instructions) IN

** See Item 4 of this filing.

CUSIP No. 70451X 104

1.	Names of reporting persons. Betsy Z. Cohen
2.	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization United States

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

Shared voting power

19,639,985**

Sole dispositive power

Shared dispositive power

19,639,985**

9.	Aggregate amount beneficially owned by each reporting person 19,639,985**
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) N/A
11.	Percent of class represented by amount in Row (9) 5.8%
12.	Type of reporting person (see instructions) IN

** See Item 4 of this filing.

CUSIP No. 70451X 104

Item 1.

(a)

Name of Issuer

Payoneer Global Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

150 W 30th St

New York, New York 10001

Item 2.

(a)

Name of Person Filing

(1)

FTAC Olympus Sponsor, LLC

(2)

FTAC Olympus Advisors, LLC

(3)

Ryan M. Gilbert

(4)

Betsy Z. Cohen (collectively, the “Reporting Persons”)

(b)

Address of Principal Business Office or, if none, Residence

The business address of each of the Reporting Persons is c/o FinTech Masala, LLC, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.

(c)

Citizenship

Each of FTAC Olympus Sponsor, LLC and FTAC Olympus Advisors, LLC is a Delaware limited liability company. Each of Mr. Gilbert and Mrs. Cohen is a United States citizen.

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

70451X 104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 70451X 104

Item 4.

Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 1 and 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. The beneficial ownership percentage for each Reporting Person is based on 338,344,659 of the Issuer’s common shares outstanding as reported in the Issuer’s 8-K filed on July 1, 2021.

FTAC Olympus Sponsor, LLC (“FTAC Sponsor”) is the direct beneficial owner of 9,624,365 Issuer’s Common Stock. FTAC Olympus Advisors, LLC (“Advisors” and together with FTAC Sponsor, the “Sponsors”) is the direct beneficial owner of 10,015,620 of the Issuer’s Common Stock.

Each Sponsor is co-managed by Mr. Gilbert and Mrs. Cohen. As a result of the foregoing, each of Mr. Gilbert and Mrs. Cohen may be deemed to share voting and investment power over the Issuer’s Common Stock held directly by the Sponsors. Each of Mr. Gilbert and Mrs. Cohen disclaims beneficial ownership of these securities, except to the extent of his or her pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 4.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits		Exhibit

99.1		Joint Filing Agreement by and among the Reporting Persons.

CUSIP No. 70451X 104

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

July 19, 2021

	FTAC OLYMPUS SPONSOR, LLC

	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Manager

FTAC OLYMPUS ADVISORS, LLC

	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Manager

	/s/ Ryan M. Gilbert
	Ryan M. Gilbert

	/s/ Betsy Z. Cohen
	Betsy Z. Cohen

EX-99.1 2 ea144443ex99-1_ftacolympus.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS

Exhibit 99.1

EXHIBIT I

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED as of July 19, 2021

FTAC OLYMPUS SPONSOR, LLC

	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Manager

FTAC OLYMPUS ADVISORS, LLC

	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Manager

	/s/ Ryan M. Gilbert
	Ryan M. Gilbert

	/s/ Betsy Z. Cohen
	Betsy Z. Cohen