Filed under Rule 425
under the Securities
Act of 1933, as amended
and deemed filed under
Rule 14a-12
of the Securities
Exchange Act of 1934, as amended
Filing by: New Starship
Parent, Inc.
Subject Company: FTAC
Olympus Acquisition Corp.
FTAC Olympus Acquisition Corp. Announces Date for
Special Meeting of Shareholders Relating to Previously Announced Combination with Payoneer
NEW YORK, NY – June 1, 2021 – 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.
Investor Contact:
Alexis Tessier
PayoneerIR@icrinc.com
Media Contact:
Jed Hamilton
PayoneerPR@icrinc.com
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