Item 8.01 Other Events.
As previously disclosed, on February 3, 2021, FTAC Olympus Acquisition
Corporation, a Cayman Islands exempted company ("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 and on
May 10, 2021, the "Reorganization Agreement") providing for a business
combination involving FTOC and Payoneer (the "Reorganization").
On February 16, 2021, New Starship filed a registration statement on Form S-4
(File No. 333-250995) (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") in connection with the Reorganization. On
June 1, 2021, New Starship filed with the SEC its proxy statement/prospectus
pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the
"Securities Act") and FTOC filed such proxy statement/prospectus pursuant to
Rule 14a-3 under the Securities Exchange Act of 1934, as amended, relating to
the special meeting of stockholders of FTOC scheduled to be held on June 23,
2021 (the "Proxy Statement") to, among other things, vote on a proposal to
approve the Reorganization Agreement.
On February 19, 2021, FTOC received a letter (the "McCue Letter") from counsel
to John McCue, a purported stockholder of FTOC, demanding that several
"corrective disclosures" be made in an amendment or supplement to the
Registration Statement. On May 10, 2021, FTOC received a letter (the "Jeram
Letter" and, together with the McCue Letter, the "Demand Letters") from counsel
to Mahendra Jeram, a purported stockholder of FTOC, also demanding, among other
things, that several "corrective disclosures" be made in an amendment or
supplement to the Registration Statement. On June 8, 2021, counsel to Naftali
Rosenbaum, a purported stockholder of FTOC, filed a complaint (the "Complaint")
against FTOC and each member of its board of directors in the Supreme Court of
the State of New York for the County of New York, alleging, among other things,
that the consideration to be paid in the Reorganization is unfair to
stockholders of FTOC, and that the Proxy Statement omits material information
with respect to the Reorganization. The Complaint seeks, among other things, to
enjoin the Reorganization, rescind the Reorganization or award rescissory
damages to the extent it is consummated, and an award of attorneys' fees and
expenses.
FTOC and counsel to the parties to the McCue Letter and the Complaint
subsequently engaged in arm's-length negotiations to attempt to resolve the
claims asserted, and reached an agreement whereby the Company would file in this
Current Report on Form 8-K certain supplemental disclosures regarding the
Reorganization. FTOC and FTOC's board of directors believe that the allegations
and claims asserted in the Demand Letters and Complaint lack merit, and that the
supplemental disclosures set forth herein are not required or necessary under
applicable laws. However, solely in order to avoid the risk of the Demand
Letters and the Complaint delaying or otherwise adversely affecting the
Reorganization and to minimize the costs, risks, and uncertainties inherent in
defending the claims, FTOC and New Starship hereby voluntarily amend and
supplement the Proxy Statement, as set forth in this Current Report on Form 8-K.
FTOC and FTOC's board of directors deny any liability or wrongdoing in
connection with the Registration Statement and Proxy Statement, and nothing in
this Current Report on Form 8-K should be construed as an admission of the legal
necessity or materiality under applicable laws of any of the supplemental
disclosures.
Supplement to the Proxy Statement
The additional disclosures (the "Supplemental Disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the Proxy Statement
and should be read in conjunction with the disclosures contained in the Proxy
Statement, which in turn should be read in its entirety. To the extent that
information set forth in the Supplemental Disclosures differs from or updates
information contained in the Proxy Statement, the information in this Current
Report on 8-K shall supersede or supplement the information contained in the
Proxy Statement. Without admitting in any way that the disclosures below are
material or otherwise required by law, FTOC makes the following amended and
supplemental disclosures:
1. Citigroup Global Markets Inc. and Goldman Sachs & Co. will each receive
customary advisory fees and/or PIPE placement agent fees contingent upon the
closing of the Reorganization.
2. In evaluating the proposed Reorganization, FTOC's Board of Directors
considered information relating to certain companies that operate in one or more
of the business segments in which Payoneer operates, including multiples derived
from their respective enterprise value and expected revenue. Similar information
with respect to the same set of companies is set forth on slide 39 of the
Investor Presentation filed as Exhibit 99.2 to FTOC's Current Report on Form 8-K
filed with the SEC on February 3, 2021.
Important Information and Where to Find It
In connection with the proposed Reorganization between Payoneer and FTOC, New
Starship Parent Inc. filed with the SEC a definitive proxy statement /
prospectus contained in a registration statement on Form S-4, as amended, and
FTOC has mailed the 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 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 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 Current Report on Form 8-K 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.
Forward-Looking Statements
This Current Report on Form 8-K 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 Current Report on Form 8-K 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.
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