FTAC Olympus Acquisition Corp. (NASDAQ:FTOC) ("FTOC"), a special
purpose acquisition company, today announced that it has set June
23, 2021 as the meeting date for the extraordinary general meeting
of shareholders (the “Special Meeting”) to consider matters related
to the proposed business combination (the “Business Combination”)
with Payoneer Inc. (“Payoneer”).
At the Special Meeting, FTOC’s shareholders will be asked to
approve and adopt the previously announced Agreement and Plan of
Reorganization (as amended on February 16, 2021 and on May 10,
2021, the “Reorganization Agreement”) and other such proposals as
disclosed in the proxy statement/prospectus relating to the
Business Combination. Holders of FTOC’s Class A ordinary shares and
Class B ordinary shares at the close of business on the record date
of May 19, 2021 are entitled to notice of the virtual Special
Meeting and to vote at the virtual Special Meeting.
The Special Meeting will be convened on June 23, 2021 at 9:00
a.m., New York City time, in a virtual format. Shareholders may
attend, vote and examine the list of FTOC shareholders entitled to
vote at the Special Meeting by visiting
https://www.cstproxy.com/ftacolympusacquisition/sm2021 and entering
the control number found on their proxy card, voting instruction
form or notice included in their proxy materials. In light of
public health concerns regarding the coronavirus (COVID-19), the
Special Meeting will be held in a virtual format only. You will not
be able to attend the Special Meeting physically.
If the proposals at the Special Meeting are approved, FTOC
anticipates that the business combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
More information about voting and attending the Special Meeting
is included in the definitive proxy statement/prospectus filed by
FTOC and New Starship Parent Inc. with the Securities and Exchange
Commission (the “SEC”) on June 1, 2021, which is available without
charge on the SEC’s website at http://www.sec.gov. FTOC encourages
you to read the proxy statement/prospectus carefully. The deadline
for FTOC’s public shareholders to exercise their redemption rights
in connection with the Business Combination is June 21, 2021 at
12:00 p.m. Eastern Time. If you have any questions or need
assistance voting your shares, please contact our proxy solicitor,
Morrow Sodali, at (800) 662-5200, or banks and brokers can call
collect at (203) 658-9000, or by emailing
FTOC.info@investor.morrowsodali.com. This notice of Special Meeting
and the proxy statement/prospectus relating to the reorganization
and other transactions contemplated by the Reorganization Agreement
(the “Reorganization”) are available at
https://www.cstproxy.com/ftacolympusacquisition/sm2021/smproxy.
About FTAC Olympus Acquisition Corp.
FTAC Olympus Acquisition Corp. is a blank-check company led by
Betsy Z. Cohen as Chairman of the Board and Ryan M. Gilbert as
President and Chief Executive Officer formed for the purpose of
acquiring or merging with one or more technology and financial
services technology companies.
About Payoneer
Payoneer’s mission is to empower businesses to go beyond
– beyond borders, limits and expectations. In today’s digital
world, Payoneer enables any business of any size from anywhere to
access new economic opportunities by making it possible to transact
as easily globally as they do locally.
Payoneer’s digital platform streamlines global commerce for
millions of small businesses, marketplaces and enterprises from 190
countries and territories. Leveraging its robust technology,
compliance, operations and banking infrastructure, Payoneer
delivers a suite of services that includes cross-border payments,
working capital, tax solutions, merchant services and risk
management. Powering growth for customers ranging from aspiring
entrepreneurs in emerging markets to the world’s leading digital
brands like Airbnb, Amazon, eBay, Google, Upwork, and Walmart.
Payoneer makes global commerce easy and secure. Founded in 2005,
Payoneer has a team based all around the world.
In February 2021, Payoneer entered into a definitive agreement
and plan of reorganization with FTAC Olympus Acquisition Corp in a
transaction that would result in Payoneer becoming a U.S. publicly
listed entity. The transaction is expected to close shortly after
the Special Meeting, subject to satisfaction of customary closing
conditions.
Important Information and Where to Find It
In connection with the proposed Reorganization between Payoneer
and FTOC, New Starship Parent Inc. filed with the Securities and
Exchange Commission (“SEC”) a definitive proxy statement /
prospectus contained in a registration statement on Form S-4, as
amended, and FTOC will mail 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 will contain important
information about Payoneer, FTOC and the proposed transactions. The
definitive proxy statement / prospectus will be 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 a definitive agreement and plan of reorganization (the
“Reorganization”) 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
press release 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.
Non-Solicitation
This press release 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 press release 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 press release
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210601006109/en/
Investor Contact: Alexis Tessier PayoneerIR@icrinc.com
Media Contact: Jed Hamilton PayoneerPR@icrinc.com
FTAC Olympus Acquisition (NASDAQ:FTOC)
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부터 8월(8) 2024 으로 9월(9) 2024
FTAC Olympus Acquisition (NASDAQ:FTOC)
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