Overview of Transaction

• On February 3, 2021, Payoneer Inc. (“Payoneer”) and FTAC Olympus Acquisition Corp. (“FTOC”), a special purpose acquisition company (“SPAC”), announced they have entered into a definitive agreement and plan of reorganization
• 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
• Estimated post-transaction enterprise value of $3.3 billion with up to $563 million in cash, offering significant capital flexibility for continued organic and inorganic growth
• Transaction includes commitments for $300 million PIPE from investor group including existing investor Wellington Management, as well as funds and accounts managed by BlackRock, Dragoneer Investment Group, Fidelity Management & Research Company LLC, Franklin Templeton, certain funds managed by Millennium Management, funds and accounts advised by T. Rowe Price Associates, Inc., and Winslow Capital Management, LLC
• Payoneer is a global payment and commerce-enabling platform which powers growth for millions of digital businesses worldwide – Payoneer’s mission is to democratize access to financial services and drive growth for digital businesses of all sizes from around the world

Significance of Transaction

• While creating significant liquidity for existing shareholders, Payoneer’s Management team will continue to lead the merged Company as over 68% of existing Payoneer equity is expected to be rolled as part of the transaction
• The net proceeds raised from the transaction will be used to support Payoneer’s multi-pronged growth strategy, including extending leadership with marketplace ecosystems, accelerating strategic and channel partnerships, ramping of developing products and services and pursuing targeted strategic M&A

FT Partners' Role

• FT Partners served as exclusive financial and capital markets advisor to Payoneer
• FT Partners previously advised Payoneer on its acquisition of optile in 2019
• Builds on FT Partners' expertise in navigating the unique process in selling companies to SPACs, and follows highly successful sales of FT Partners’ clients Porch, Open Lending, CardConnect and REPAY