UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or Section 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): May of10, ~~1934~~2021

~~Date~~FTAC ofOLYMPUS ~~Report~~ ACQUISITION CORPORATION (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): May~~specified 5,in ~~2021~~its charter)

FTAC OLYMPUS ACQUISITION CORP.

Cayman Islands		001-39469		98-1540161
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~(Exact~~2929 ~~name~~Arch ofStreet, ~~registrant~~Suite ~~as specified in its charter)~~1703

Cayman Islands		001-39469		98-1540161
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Philadelphia, PA

2929 Arch Street, Suite 1703 Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Ticker Symbol	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	FTOCU	Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share	FTOC	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share	FTOCW	Nasdaq Capital Market

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~1.01 ~~pursuant~~Entry tointo ~~Section~~a ~~12(b)~~Material ofDefinitive ~~the Act:~~Agreement.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	FTOCU	NASDAQ Capital Market
Class A ordinary shares, par value $0.0001 per share	FTOC	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share	FTOCW	NASDAQ Capital Market

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by FTAC Olympus Acquisition Corporation, a Cayman Islands exempted company (“FTOC”), on February 3, 2021, 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 (the “Original Reorganization Agreement”) providing for a business combination involving FTOC and Payoneer. As previously disclosed in the Current Report on Form 8-K filed with the SEC by FTOC, on February 16, 2021, the Parties entered into Amendment No. 1 to the Reorganization Agreement (the “Reorganization Agreement Amendment” and, the Original Reorganization Agreement, as amended by the Reorganization Agreement Amendment, the “Reorganization Agreement”). Defined terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Reorganization Agreement.

~~Item~~The ~~4.02.~~Reorganization ~~Non~~Agreement, among other things, provides that (a) First Merger Sub will merge with and into FTOC, with FTOC surviving as a wholly-~~Reliance~~owned onsubsidiary ~~Previously~~of ~~Issued~~New ~~Financial~~Starship ~~Statements~~and (b) orimmediately thereafter, Second Merger Sub will merge with and into Payoneer, with Payoneer surviving as a ~~Related~~wholly-owned ~~Audit~~subsidiary of ~~Report~~New orStarship ~~Completed~~(the ~~Interim~~transactions ~~Review~~contemplated by the Reorganization Agreement, the “Reorganization”).

~~(a)~~ On ~~April 12~~May 10, 2021, the Parties ~~staff~~entered into that certain Amendment No. 2 to the Reorganization Agreement (the “~~Staff~~Second Amendment”). ofThe Second Amendment amended the ~~Securities~~Reorganization Agreement to provide, among other things, that the incremental amount of Cash paid by the Company Optionholders and ~~Exchange~~holders ~~Commission~~of (Company Warrants to the ~~“SEC”)~~Company ~~issued~~in arespect ~~statement~~of ~~entitled~~the ~~“Staff~~exercise ~~Statement~~price onof ~~Accounting~~all ~~and~~Company ~~Reporting~~Options and ~~Considerations~~Company ~~for~~ Warrants ~~Issued~~exercised byduring ~~Special~~the ~~Purpose~~period ~~Acquisition~~beginning ~~Companies~~February ~~(“SPACs”)~~3, 2021 until immediately prior to the Closing will be added to the definition of Equity Value such that Equity Value will be increased by such cash amount.” In addition, the Second ~~statement~~Amendment amended the Reorganization Agreement to provide that, solely for purposes of calculating the ~~Staff~~Exchange Ratio, a ~~among~~Company ~~other~~Optionholder’s ~~things~~Cashout Vested Company Options and the Per Share Merger Consideration Value, ~~highlighted~~(x) ~~potential~~subsections ~~accounting~~(b), ~~implications~~(c) and (d) of ~~certain~~the ~~terms~~definition ~~that~~of ~~are~~Equity ~~common~~Value inand ~~warrants~~(y) ~~issued~~the number of Outstanding Company Equity Securities shall, in ~~connection~~each ~~with~~case, be determined as of a date, which shall be determined by the ~~initial~~Company ~~public~~and ~~offerings~~which ofshall ~~special~~be ~~purpose~~no ~~acquisition~~less ~~companies,~~than ~~such~~10 asBusiness ~~FTAC~~Days ~~Olympus~~prior ~~Acquisition~~to ~~Corp~~the Closing Date. (the “~~Company~~Determining Date”).

~~The~~In ~~warrant~~addition, ~~agreement~~the ~~governing~~Second Amendment ~~the~~provides ~~Company’s~~that, ~~warrants~~for ~~includes a~~U.S. ~~provision~~employees ~~that~~of ~~provides~~Payoneer ~~for~~Inc. ~~potential~~holding ~~changes~~Company Common Shares issued pursuant to the ~~settlement~~exercise ~~amounts~~of Company ~~dependent~~Options onprior to the ~~characteristics~~date ofthat is 12-months preceding the ~~holder~~Determining Date (each, an “Exercise Holder”), instead of ~~the~~each ~~warrant.~~Company Common Share held by such Exercise Holder being entitled to Per Share Cash Consideration and Per Share Stock ~~Upon~~Consideration ~~review~~on ofa ~~the~~pro ~~statement~~rata basis, and instead of the Cashout Vested Company’s ~~management~~Options ~~further~~of ~~evaluated~~such Exercise Holder being entitled to be exchanged for the ~~warrants~~Cashout ~~under~~Vested ~~Accounting~~Company ~~Standards~~Option ~~Codification~~Amount allocable to such Exercise Holder, (~~“ASC”~~i) ~~Subtopic 815-40, Contracts~~ inthe ~~Entity’s~~aggregate ~~Own~~amount ~~Equity.~~of ~~ASC Section 815-40-15 addresses~~the ~~equity~~Per ~~versus liability~~Share ~~treatment~~Cash Consideration and ~~classification~~Cashout Vested Company Option Amount allocable to such Exercise Holder will be deemed exchanged for certain of ~~equity-linked~~such ~~financial~~Exercise ~~instruments,~~Holder’s ~~including~~Company ~~warrants,~~Common Shares and ~~states~~Vested ~~that~~Company aOptions ~~warrant~~in ~~may~~full, be(ii) ~~classified~~the ~~as a~~aggregate ~~component~~amount of ~~equity~~the ~~only~~Per ~~if,~~Share Stock ~~among~~Consideration (other ~~things,~~than the ~~warrant~~Earn-Out isShares) ~~indexed~~allocable to ~~the~~such ~~issuer’s~~Exercise ~~ordinary~~Holder ~~shares.~~will ~~Under~~be ~~ASC Section 815-40-15, a warrant~~deemed isexchanged ~~not~~for ~~indexed~~certain toof ~~the~~such Exercise ~~issuer~~Holder’s ~~ordinary~~Company ~~shares~~Common ifShares ~~the~~in ~~terms~~full ofand (iii) the ~~warrant~~aggregate ~~require~~Converted anOptions ~~adjustment~~that would otherwise continue to be held by such Exercise Holder as a result of converting the ~~exercise~~Remaining ~~price~~Vested ~~upon~~Company Options will be deemed exchanged for certain of asuch ~~specified~~Exercise ~~event~~Holder’s ~~and~~Vested ~~that~~Company ~~event~~Options isin ~~not~~full, anin ~~input~~each case pursuant to a methodology described further in the ~~fair~~Second Amendment; ~~value~~provided ofthat the ~~warrant.~~percentage ~~Based~~to onbe ~~management’s~~obtained ~~evaluation,~~by dividing the ~~audit~~cash ~~committee~~ portion of the ~~Company’s~~consideration ~~board~~to be paid to such Exercise Holder by the aggregate amount of ~~directors~~consideration allocated to such Exercise Holder under the Reorganization Agreement (excluding the ~~“Audit~~Earn-Out ~~Committee”~~Shares), in ~~consultation~~respect ~~with~~thereof ~~management~~will ~~concluded~~be ~~that~~equal to the ~~Company’s~~percentage obtained by dividing the Per Share Cash ~~warrants~~Consideration ~~are~~that ~~not~~would ~~indexed~~be payable to ~~the~~such holder in respect of one Company’s ~~ordinary~~Common ~~shares~~Share inby the ~~manner~~Per ~~contemplated~~Share byMerger ~~ASC Section 815-40-15 because~~Consideration Value (excluding the ~~characteristics~~Earn-Out ofShares) ~~the~~without ~~holder~~giving ofeffect to the ~~instrument~~foregoing isallocation ~~not~~provisions an(subject ~~input~~to ~~into~~de minimis differences due to rounding and such other adjustments as the ~~pricing~~Company ofmay, ~~a fixed-for-fixed option~~in onits ~~equity~~discretion, ~~shares~~make in order to give effect to the same).

OnAll ~~May~~other 5,material ~~2021,~~terms ~~the Audit Committee, based on the recommendation~~ of ~~and~~ ~~after consultation with management, concluded that~~ the ~~Company’s audited financial statements for the period ended December 31,~~Reorganization ~~2020,~~Agreement ~~its~~remain unaudited interim financial statements for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 and its audited balance sheet as of August 28, 2020 (collectively, the “Non-Reliance Periods”), as reported in the Company’s Annual Report on Form 10-K filed on March 19, 2021, Quarterly Report on Form 10-Q filed on November 13, 2020, and Current Report on Form 8-K filed on September 4, 2020, should no longer be relied upon based on the reclassification of warrants as described aboveunchanged. Similarly, the related press releases, Report of Independent Registered Public Accounting Firm dated March 19, 2021 on the financial statements as of December 31, 2020 and for the period from June 2, 2020 (inception) through December 31, 2020, and the shareholder communications, investor presentations or other communications describing relevant portions of the Company’s financial statements for these periods that need to be restated should no longer be relied upon.

AsThe aforegoing ~~result,~~description of the ~~Company~~Second ~~today~~Amendment does isnot ~~announcing~~purport ~~that~~to itbe ~~will~~complete ~~restate~~and is qualified in its entirety by reference to (i) the full text of the Second Amendment, a copy of ~~historical~~which ~~financial~~is ~~results~~attached ~~for~~as Exhibit 2.1, (ii) the ~~Non-Reliance Periods~~ full text of the Original Reorganization Agreement, ina ~~each~~copy ~~case~~of which was filed as Exhibit 3.1 to ~~reflect~~FTOC’s ~~the~~Current ~~change~~Report inon ~~accounting~~Form ~~treatment~~8-K filed on February 3, 2021 and (iii) the ~~“Restatement”)~~full text of the Reorganization Agreement Amendment, a copy of which was filed as Exhibit 2.1 to FTOC’s Current Report on Form 8-K filed on February 16, 2021, each of which is incorporated by reference.

The Company’s prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.1

~~The~~Important ~~Audit~~Information ~~Committee~~ and ~~management~~Where ~~have discussed the matters disclosed pursuant~~ to ~~this~~Find ~~Item 4.02(a) with the Company’s independent accountant.~~It

2In connection with the proposed Reorganization between Payoneer and FTOC, New Starship Parent Inc. filed with the SEC a preliminary proxy statement / prospectus on Form S-4 and Amendment No. 1 to the Registration Statement on Form S-4/A, and FTOC will mail a 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 preliminary proxy statement / prospectus and any amendments thereto, and 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 as of a record date to be established for voting on the proposed Reorganization when it becomes available. Stockholders are also able to obtain a copy of the proxy statement / prospectus filed with the SEC on February 16, 2021 (as may be amended), and once available, 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.

~~Cautionary~~Participants ~~Statements~~in ~~Regarding~~the ~~Forward-Looking Statements~~Solicitation

~~This~~Payoneer ~~Current~~and ~~Report~~FTOC, onand ~~Form 8-K includes~~their ~~“forward-looking~~respective directors ~~statements”~~and ~~within~~executive ~~the~~officers, ~~meaning~~may ofbe ~~the~~considered ~~safe~~participants ~~harbor~~in ~~provisions~~the solicitation of ~~the~~proxies ~~United~~with ~~States~~respect ~~Private~~to ~~Securities~~the ~~Litigation~~potential ~~Reform~~transaction ~~Act~~described in ofthis ~~1995. Certain~~communication ofunder ~~these~~the ~~forward-looking~~rules ~~statements~~of ~~can~~the beSEC. ~~identified~~Information byabout the ~~use~~directors ofand ~~words~~executive ~~such~~officers asof ~~“believes,”~~FTOC ~~“expects,” “intends,”~~is ~~“plans,”~~set ~~“estimates,”~~forth ~~“assumes,”~~in ~~“may,”~~FTOC’s Prospectus dated August ~~“should~~25,” ~~“will,” “seeks,”~~2020 orfiled ~~other~~with ~~similar~~the ~~expressions.~~SEC ~~Such~~on ~~statements~~August ~~may include~~26, ~~but~~2020. ~~are~~Information ~~not~~regarding ~~limited~~other ~~to,~~persons ~~statements~~who ~~regarding~~may, under the ~~Company’s intent~~rules toof ~~restate~~the ~~certain~~SEC, ~~historical~~be ~~financial~~deemed participants ~~statements~~in ~~and~~ the ~~timing~~solicitation ~~and impact~~ of the ~~Restatement. These~~stockholders ~~statements~~in ~~are based~~connection onwith ~~current expectations on~~ the ~~date~~potential oftransaction ~~this Form 8-K~~ and ~~involve~~ a ~~number~~description of ~~risks~~their ~~and uncertainties that may cause actual~~interests ~~results~~is toset ~~differ~~forth ~~significantly.~~in ~~You~~the proxy ~~should~~statement/prospectus ~~not~~filed ~~place~~with ~~undue~~the ~~reliance~~SEC on ~~forward-looking~~February ~~statements~~16, ~~which~~2021 ~~speak only~~ (as ofmay ~~the~~be ~~date they are made~~amended). ~~The~~These ~~Company~~documents ~~does~~can ~~not~~be obtained ~~assume~~free ~~any~~of ~~obligation~~charge tofrom ~~update or revise any such forward-looking statements, whether as~~ the ~~result~~sources ~~of new~~indicated ~~developments or otherwise~~above. ~~Readers are cautioned not to put undue reliance on forward-looking statements.~~

~~Important Information and Where to Find It~~Non-Solicitation

InThis ~~connection~~communication ~~with~~is ~~the~~not ~~proposed~~a ~~business~~proxy ~~combination~~statement ~~(the “Reorganization”)~~or ~~between~~solicitation ~~Payoneer~~of ~~Inc.~~a ~~(“Payoneer”) and the Company~~proxy, ~~New~~consent ~~Starship~~or ~~Parent~~authorization ~~Inc. filed~~ with ~~the~~respect ~~SEC~~to aany ~~preliminary~~securities ~~proxy~~or ~~statement /~~in ~~prospectus~~respect onof ~~Form S-4 and Amendment No. 1 to~~ the ~~Registration~~potential ~~Statement~~transaction ~~on Form S-4/A,~~ and ~~the Company will mail a definitive proxy~~shall ~~statement~~not /constitute ~~prospectus~~an ~~and~~offer ~~other relevant documentation~~ to ~~its~~sell ~~stockholders.~~or ~~This~~a ~~document~~solicitation ~~does~~of ~~not~~an ~~contain~~offer ~~all the information that should be considered concerning the proposed Reorganization. It is not intended~~ to ~~form~~buy the ~~basis~~securities of ~~any~~FTOC ~~investment decision~~ or ~~any~~Payoneer, ~~other~~nor ~~decision in~~shall ~~respect~~there ofbe ~~the~~any ~~proposed~~sale ~~Reorganization. The Company’s stockholders and other interested persons are advised to read the preliminary~~of ~~proxy~~any ~~statement~~such /securities ~~prospectus~~in ~~and~~ any ~~amendments~~state ~~thereto,~~or ~~and~~jurisdiction ~~the definitive proxy statement / prospectus~~ in ~~connection~~which ~~with~~such ~~the~~offer, solicitation of, ~~proxies~~or ~~for~~sale ~~the~~would ~~extraordinary~~be ~~general~~unlawful ~~meeting~~prior to beregistration ~~held~~or qualification tounder ~~approve~~ the ~~transactions~~securities ~~contemplated~~laws byof ~~the~~such ~~proposed~~state ~~Reorganization~~or ~~because these materials will contain important information about Payoneer, the Company and the proposed transactions~~jurisdiction. ~~The~~No ~~definitive~~offer ~~proxy~~of ~~statement /~~securities ~~prospectus~~shall ~~will~~ be ~~mailed~~made toexcept ~~the~~by ~~Company’s~~means ~~stockholders as~~ of a ~~record~~prospectus meeting ~~date to be established for voting on~~ the ~~proposed~~requirements ~~Reorganization when it becomes available. Stockholders are also able to obtain a copy~~ of the ~~proxy~~Securities ~~statement~~Act /of ~~prospectus filed with the SEC on February 16~~1933, ~~2021 (~~as ~~may be~~ amended~~), and once available, 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.~~

~~Participants~~Forward-Looking ~~in the Solicitation~~Statements

This communication 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, Transaction Profit, 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 ~~Company~~negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and ~~their~~other ~~respective~~factors ~~directors~~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 ~~executive~~assumptions that, while considered reasonable by FTOC and its management, and Payoneer and its management, as the case may ~~officers~~be, are inherently uncertain. Factors that may because ~~considered~~actual ~~participants~~results into differ materially from current expectations include, but are not limited to: (1) the ~~solicitation~~occurrence of ~~proxies~~any ~~with~~event, ~~respect~~change or other circumstances that could give rise to the ~~Reorganization~~termination ~~under~~of the ~~rules~~Reorganization; (2) the outcome of ~~the~~any ~~SEC~~legal proceedings that may be instituted against FTOC, Payoneer, New Starship Parent Inc. or others following the ~~Information~~announcement ~~about~~of the ~~directors~~Reorganization and ~~executive~~any ~~officers~~definitive agreements with respect thereto; (3) the inability to complete the Reorganization due to the failure to obtain approval of the ~~Company~~shareholders isof ~~set~~FTOC, ~~forth~~to inobtain financing to complete the ~~Company’s~~Reorganization ~~Annual~~or ~~Report~~to onsatisfy ~~Form~~other conditions ~~10-K~~to ~~for~~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 ~~year~~Reorganization; ~~ended~~(5) ~~December~~the ~~31,~~ability ~~2020,~~to ~~filed~~meet ~~with~~applicable listing standards following the ~~SEC~~consummation onof ~~March~~the ~~19,~~Reorganization; ~~2021.~~(6) ~~Information~~the ~~regarding~~risk ~~other~~that ~~persons~~the ~~who~~Reorganization ~~may,~~disrupts ~~under~~current plans and operations of Payoneer as a result of the ~~rules~~announcement and consummation of the Reorganization; (7) the ability to recognize the anticipated benefits of the ~~SEC~~Reorganization, which may be ~~deemed~~affected ~~participants~~by, inamong other things, competition, the ~~solicitation~~ability of the ~~stockholders~~combined incompany ~~connection~~to grow and manage growth profitably, maintain relationships with ~~the~~customers ~~potential~~and ~~transaction~~suppliers and aretain ~~description~~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 ~~their~~its ~~interests~~financial isperformance; and (12) other risks and uncertainties set forth in the ~~proxy~~section ~~statement/prospectus~~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 Form S-4/proxy statement filed on February 16, 2021 (as may be amended). ~~These~~Nothing ~~documents~~in this communication should be regarded as a representation by any person that the forward-looking statements ~~can~~set forth herein will be ~~obtained~~achieved ~~free~~or that any of ~~charge~~the ~~from~~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 ~~sources~~date ~~indicated~~they ~~above~~are made. None of FTOC, Payoneer or New Starship Parent Inc. undertakes any duty to update these forward-looking statements.

~~Non-Solicitation~~2

~~This~~Item ~~Current~~9.01 ~~Report~~Financial onStatements ~~Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Reorganization~~ and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company 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 jurisdictionExhibits. ~~No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.~~

3(d) Exhibits.

SIGNATURE

Exhibit No.		Description

2.1		Second Amendment to Agreement and Plan of Reorganization, dated as of May 10, 2021, by and among FTAC Olympus Acquisition Corporation, New Starship Parent Inc., Starship Merger Sub I Inc., Starship Merger Sub II Inc., and Payoneer Inc.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

Dated: May 7, 2021	FTAC OLYMPUS ACQUISITION CORP.
	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	President and Chief Executive Officer

SIGNATURE

4Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 10, 2021

	FTAC OLYMPUS ACQUISITION CORP.

	/s/ Ryan M. Gilbert
	Name: Ryan M. Gilbert
	Title: President and Chief Executive Officer

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