UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended ~~September~~March 3031, ~~2020~~2021

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

For the transition period from to

Commission file number: 001-39469

FTAC OLYMPUS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1540161
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(215) 701-9555

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1321, ~~2020~~2021, there were 77,644,376 Class A ordinary shares, $0.0001 par value, and 19,411,094 Class B ordinary shares, $0.0001 par value, issued and outstanding.

FTAC OLYMPUS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2020~~2021

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Financial Statements		1
		Unaudited Condensed Balance Sheet as of September 30, 2020	1
		Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1
		Unaudited Condensed Statement of Operations for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) Through September 30, 2020	2
		Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2
		Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) Through September 30, 2020	3
		Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021	3
		Unaudited Condensed Statement of Cash Flows for the period from June 2, 2020 (inception) Through September 30, 2020	4
		Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	4
		Notes to Condensed Financial Statements (unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1416
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		1619
	Item 4. Controls and Procedures		1619
Part II. Other Information
	Item 1. Legal Proceedings		1720
	Item 1A. Risk Factors		1720
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		1720
	Item 3. Defaults Upon Senior Securities		1720
	Item 4. Mine Safely Disclosures		1720
	Item 5. Other Information		1821
	Item 6. Exhibits		1821
Part III. Signatures			1922

~~FTAC OLYMPUS~~Item ~~ACQUISITION CORP~~1. Financial Statements

~~CONDENSED BALANCE~~FTAC ~~SHEET~~OLYMPUS ACQUISITION CORP.

~~SEPTEMBER 30,~~CONDENSED ~~2020~~BALANCE SHEETS

(UNAUDITED)

	March 31, 2021			December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash	$	4,003,154		$	5,102,368
Prepaid expense and other current assets		382,966			385,584
Total Current Assets		4,386,120			5,487,952

Marketable securities held in Trust Account		754,787,779			754,769,167
TOTAL ASSETS	$	759,173,899		$	760,257,119

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities - Accounts payable and accrued expenses	$	2,132,976		$	120,022
Warrant liabilities		55,127,505			49,174,771
Deferred underwriting fee payable		30,284,626			30,284,626
Total Liabilities		87,545,107			79,579,419

Commitments and Contingencies (Note 7)

Ordinary shares subject to possible redemption, 66,662,879 and 67,567,770 shares at $10.00 per share redemption value at March 31, 2021 and December 31, 2020, respectively		666,628,790			675,677,699


Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020		-			-

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 10,981,497 and 10,076,606 shares issued and outstanding (excluding 66,662,879 and 67,567,770 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		1,099			1,008


Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 19,411,094 shares issued and outstanding at March 31, 2021 and December 31, 2020		1,941			1,941

Additional paid-in capital		23,199,410			14,150,592
Accumulated deficit		(18,202,448	)		(9,153,540	)
Total Shareholders’ Equity		5,000,002			5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	759,173,899		$	760,257,119

ASSETS
Current assets
Cash	$	5,621,247
Prepaid expense and other current assets		357,299
Total Current Assets		5,978,546
Marketable securities held in Trust Account		754,750,141
TOTAL ASSETS	$	760,728,687
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities - Accounts payable and accrued expenses	$	22,082
Deferred underwriting fee payable		30,284,626
Total Liabilities		30,306,708
Commitments and Contingencies (Note 5)
Ordinary shares subject to possible redemption, 72,542,197 shares at $10.00 per share redemption value		725,421,970
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 5,102,179 shares issued and outstanding (excluding 72,542,197 shares subject to possible redemption)		510
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 19,411,094 shares issued and outstanding		1,941
Additional paid-in capital		5,087,486
Accumulated deficit		(89,928	)
Total Shareholders’ Equity		5,000,009
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	760,728,687

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~1

1FTAC OLYMPUS ACQUISITION CORP.

~~FTAC OLYMPUS~~CONDENSED ~~ACQUISITION~~STATEMENT ~~CORP.~~OF OPERATIONS

~~CONDENSED STATEMENT~~FOR OFTHE ~~OPERATIONS~~THREE MONTHS ENDED MARCH 31, 2021

(Unaudited)

	Three Months Ended September 30,			For the Period from June 2, 2020 (inception) Through Ended September 30,
Operating costs	$	3,039,786
	2020			2020
General and administrative expenses – related party		75,000
Operating costs	$	91,294		$	96,309
Loss from operations		(3,114,786	)
Loss from operations		(91,294	)		(96,309	)
Other income (expense):
Other income:
Change in fair value of warrant liabilities		(5,952,734	)
Interest earned on marketable securities held in Trust Account		618,~~381~~612			~~6,381~~
Net loss	$	(84,913	)	$	(89,928	)
Other income (expense), net		(5,934,122	)
Weighted average shares outstanding of Class A redeemable ordinary shares		75,115,000			75,115,000
Net loss	$	(9,048,908	)
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.00		$	0.00
Weighted average shares outstanding of Class A redeemable ordinary shares		75,474,376
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		20,089,849			19,897,156
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.00
Basic and diluted net loss per share, Class A Class B non-redeemable ordinary shares	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares		21,581,094
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares	$	(0.42	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

FTAC OLYMPUS ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2020 AND~~2021

FOR THE PERIOD FROM JUNE 2, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – January 1, 2021		10,076,606	$	1,008		19,411,094	$	1,941	$	14,150,592	$	(9,153,540	)	$	5,000,001

Change in value of Class A ordinary shares subject to redemption		904,891		91		-		-		9,048,818		-			9,048,909

Net loss		-		-		-		-		-		(9,048,908	)		(9,048,908	)

Balance – March 31, 2021		10,981,497	$	1,099		19,411,094	$	1,941	$	23,199,410	$	(18,202,448	)	$	5,000,002

	Class A Ordinary Shares						Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance – June 2, 2020 (Inception)		—		$	—			—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—			—			22,105,000			2,211			22,789			—			25,000
Net loss		—			—			—			—			—			(5,015	)		(5,015	)
Balance – June 30, 2020		—			—			22,105,000			2,211			22,789			(5,015	)		19,985
Sale of 75,474,376 Units, net of underwriting discounts and offering costs		75,474,376			7,547			—			—			708,779,360			—			708,786,907
Sale of 2,170,000 Placement Units		2,170,000			217			—			—			21,699,783			—			21,700,000
Forfeiture of Founder Shares		—			—			(2,693,906	)		(270	)		270			—			—
Class A ordinary shares subject to possible redemption		(72,542,197	)		(7,254	)		—			—			(725,414,716	)		—			(725,421,970	)
Net loss		—			—			—			—			—			(84,913	)		(84,913	)
Balance – September 30, 2020		5,102,179		$	510			19,411,094		$	1,941		$	5,087,486		$	(89,928	)	$	5,000,009

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~3

3FTAC OLYMPUS ACQUISITION CORP.

~~FTAC OLYMPUS~~CONDENSED ~~ACQUISITION~~STATEMENT ~~CORP.~~OF CASH FLOWS

~~CONDENSED STATEMENT~~FOR OFTHE ~~CASH~~THREE ~~FLOWS~~MONTHS ENDED MARCH 31, 2021

~~FOR THE PERIOD FROM JUNE 2, 2020~~ (~~INCEPTION~~Unaudited) ~~THROUGH SEPTEMBER 30, 2020~~

(Unaudited)

Cash Flows from Operating Activities:
Net loss	$	(9,048,908	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(18,612	)
Change in fair value of warrant liabilities		5,952,734
Changes in operating assets and liabilities:
Prepaid expenses		2,618
Accrued expenses		2,012,954
Net cash used in operating activities		(1,099,214	)

Cash Flows from Investing Activities:
Net cash used in investing activities		-

Cash Flows from Financing Activities:
Net cash provided by financing activities		-

Net Change in Cash		(1,099,214	)
Cash – Beginning		5,102,368
Cash – End	$	4,003,154

Non-Cash Investing and Financing Activities:
Change in value of Class A ordinary shares subject to possible redemption	$	(9,048,909	)

Cash Flows from Operating Activities:
Net loss	$	(89,928	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(6,381	)
Formation costs paid by Sponsor through promissory note		5,000
Changes in operating assets and liabilities:
Prepaid expenses		(357,299	)
Accounts payable and accrued expenses		22,082
Net cash used in operating activities		(426,526	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(754,743,760	)
Net cash used in investing activities		(754,743,760	)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		739,743,760
Proceeds from sale of Placement Units		21,700,000
Proceeds from promissory note – related party		300,000
Repayment of promissory note – related party		(305,000	)
Payments of offering costs		(672,227	)
Net cash provided by financing activities		760,791,533
Net Change in Cash		5,621,247
Cash – Beginning		—
Cash – Ending	$	5,621,247
Non-Cash Investing and Financing Activities:
Initial classification of ordinary shares subject to possible redemption	$	725,506,890
Change in value of ordinary shares subject to possible redemption	$	(84,920	)
Deferred underwriting fee payable	$	30,284,626

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~4

4FTAC OLYMPUS ACQUISITION CORP.

~~FTAC OLYMPUS~~NOTES ~~ACQUISITION~~TO ~~CORP.~~CONDENSED FINANCIAL STATEMENTS

~~NOTES TO~~MARCH ~~CONDENSED~~31, ~~FINANCIAL STATEMENTS~~2021

~~SEPTEMBER 30, 2020~~(Unaudited)

~~(Unaudited)~~Note 1 — Description of Organization and Business Operations

~~Note~~FTAC Olympus Acquisition ~~1 — Description~~Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 2, 2020. The Company was formed for the purpose of ~~Organization~~effecting ~~and~~a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business ~~Operations~~Combination”).

~~FTAC Olympus~~The ~~Acquisition Corp. (the “~~Company”) is anot ~~blank~~limited to ~~check~~a ~~company~~particular ~~incorporated~~industry asor asector ~~Cayman~~for ~~Islands~~purposes ~~exempted~~of ~~company on~~consummating ~~June~~a 2,Business ~~2020~~Combination. The Company ~~was~~is ~~formed~~an ~~for~~early ~~the~~stage ~~purpose~~and ofemerging ~~effecting~~growth company ~~a merger~~and, ~~share~~as ~~exchange~~such, ~~asset~~the ~~acquisition,~~Company ~~share~~is ~~purchase, reorganization~~subject orto ~~similar~~all ~~business~~of ~~combination~~the ~~with~~risks ~~one~~associated orwith ~~more~~early ~~businesses~~stage orand ~~entities~~emerging ~~(the~~growth ~~“Business Combination”)~~companies.

~~The~~As of March 31, 2021, the Company ishad not ~~limited~~commenced any operations. All activity through March 31, 2021 relates to athe ~~particular~~Company’s ~~industry~~formation, orthe ~~sector~~initial ~~for~~public offering ~~purposes~~(“Initial ofPublic ~~consummating~~Offering”), which is described below, and, since its Initial Public Offering, identifying a target company for a Business Combination and the potential acquisition, as more fully described in Note 6. The Company iswill not generate any anoperating ~~early~~revenues ~~stage~~until ~~and~~after ~~emerging~~the ~~growth~~completion ~~company~~of ~~and,~~its asinitial ~~such~~Business Combination, at the earliest. The Company isgenerates ~~subject~~non-operating income toin ~~all~~the form of ~~the~~interest ~~risks~~income ~~associated~~from ~~with~~the ~~early~~proceeds ~~stage and~~derived ~~emerging~~from ~~growth~~the ~~companies~~Initial Public Offering.

~~As of~~The ~~September~~registration ~~30,~~statement for ~~2020,~~ the Company’s ~~had~~Initial ~~not~~Public ~~commenced~~Offering ~~any~~was ~~operations.~~declared ~~All~~effective ~~activity~~on ~~for~~August ~~the period from June 2~~25, 2020. ~~(inception) through~~On ~~September~~August 3028, 2020, ~~relates to~~ the Company’s ~~formation,~~ consummated the ~~initial public offering (“~~Initial Public Offering~~”), which~~ isof ~~described below~~75,000,000 ~~and~~units ~~identifying~~(the a“Units” ~~target~~and, ~~company~~with ~~for~~respect ato ~~Business~~the ~~Combination.~~Class A ~~The~~ordinary ~~Company~~shares ~~will not generate any operating~~included ~~revenues~~in ~~until after~~ the ~~completion~~Units ofbeing ~~its~~offered, ~~initial~~the ~~Business~~“Public ~~Combination~~Shares”), at ~~the earliest~~$10.00 ~~The~~per ~~Company~~Unit, ~~generates~~generating ~~non-operating income~~gross inproceeds ~~the form~~ of ~~interest~~$750,000,000 ~~income~~which ~~from~~is ~~the~~described in ~~proceeds~~Note ~~derived from the Initial Public Offering~~3.

~~The registration~~Simultaneously ~~statement~~with ~~for~~ the ~~Company’s~~closing of the Initial Public Offering ~~was declared effective on August 25~~, ~~2020. On August 28, 2020,~~ the Company consummated the ~~Initial~~sale ~~Public Offering~~ of 752,~~000~~170,000 units (~~the~~each, a “~~Units~~Placement Unit” and collectively, the ~~with~~“Placement ~~respect~~Units”) toat ~~the Class A~~a ~~ordinary~~price ~~shares~~of ~~included~~$10.00 inper ~~the~~Placement ~~Units~~Unit ~~being~~in ~~offered,~~a ~~the~~private ~~“Public~~placement ~~Shares”),~~to atFTAC ~~$10.00~~Olympus ~~per~~Sponsor, ~~Unit~~LLC, generating gross proceeds of $~~750~~21,~~000~~700,000, which is described in Note 34. The managers of FTAC Olympus Sponsor, LLC are Betsy Z. Cohen and Ryan M. Gilbert.

~~Simultaneously with~~On ~~the~~September ~~closing~~23, of2020, the underwriters ~~Initial~~partially ~~Public~~exercised ~~Offering,~~their ~~the~~over-allotment ~~Company~~option, ~~consummated~~resulting in the sale of ~~2,170,000~~an ~~units~~additional ~~(each~~474,379 ~~a “Placement Unit” and collectively, the “Placement~~ Units”) atfor atotal ~~price~~gross proceeds of $104,743,760.00 ~~per~~A ~~Placement~~total ~~Unit~~of in$4,743,760 awas ~~private~~deposited ~~placement to~~into ~~FTAC~~the ~~Olympus~~Trust ~~Sponsor~~Account, ~~LLC,~~bringing ~~generating~~the ~~gross~~aggregate proceeds ofheld ~~$21,700,000, which is described~~ in ~~Note~~the 4.Trust ~~The~~Account ~~managers of FTAC Olympus~~to ~~Sponsor~~$754, ~~LLC are Betsy Z~~743,760. ~~Cohen and Ryan M. Gilbert.~~

~~Following the~~Transaction ~~closing~~costs ofcharged to ~~the~~equity ~~Initial~~amounted ~~Public~~to ~~Offering on August 28~~$45, ~~2020~~956,853, anconsisting ~~amount~~ of $~~750~~15,000,000 ~~($10.00 per Unit) from the net proceeds~~ of ~~the~~underwriting ~~sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”)~~fees, ~~located in the United States and will be invested only in U.S. government securities~~$30, ~~within the meaning set forth in Section 2(a)(16) of the Investment Company Act~~284,626 ~~with a maturity~~ of ~~185 days~~deferred orunderwriting ~~less~~fees orand ~~in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940~~$672, ~~as amended (the “Investment Company Act”), as determined by the Company, until~~227 ~~the earlier~~ of: (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by August 28, 2022 or (B) with respect to any other ~~provision~~offering relating to shareholders’ rights or pre-initial Business Combination activity and (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Companycosts.

~~On September~~Following ~~23,~~the ~~2020~~Initial Public Offering, the ~~underwriters~~exercise of ~~partially~~the ~~exercised their~~ over-allotment option, ~~resulting~~and in the sale of anthe ~~additional~~Placement ~~474,379~~ Units, ~~for~~a total ~~gross proceeds~~ of $4754,743,760 ($10.00 Aper ~~total~~Unit) from the net proceeds of ~~$4,743,760~~the sale of the Units in the Initial Public Offering and the sale of the Placement Units was ~~deposited~~placed ~~into~~in a trust account (the “Trust Account”), located ~~bringing~~in the ~~aggregate~~United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) ~~proceeds~~of ~~held~~the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by August 28, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to ~~$754~~pay the Company’s tax obligations,~~743,760~~ if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company.

~~Transaction~~ The Company’s ~~costs~~management ~~amounted~~has broad discretion with respect to ~~$45,956,853,~~the ~~consisting~~specific application of ~~$15,000,000~~the net proceeds of ~~underwriting~~the ~~fees,~~Initial ~~$30~~Public Offering and the sale of the Placement Units,~~284,626~~ although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting ~~fees~~commissions and ~~$672,227~~ taxes payable on interest earned on the Trust Account) at the time of ~~other~~the ~~offering~~agreement to ~~costs~~enter into the initial Business Combination. InThe ~~addition,~~Company atwill ~~September~~only ~~30,~~complete ~~2020,~~a ~~cash~~Business Combination if the post-transaction company owns or acquires 50% or more of ~~$5,621,247~~the ~~was~~outstanding ~~held~~voting ~~outside~~securities of the ~~Trust~~target ~~Account~~or ~~and~~otherwise isacquires ~~available~~a controlling interest in the target sufficient for ~~working~~it ~~capital~~not ~~purposes~~to be required to register as an investment company under the Investment Company Act.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.5

5FTAC OLYMPUS ACQUISITION CORP.

~~FTAC OLYMPUS~~NOTES ~~ACQUISITION~~TO ~~CORP.~~CONDENSED FINANCIAL STATEMENTS

~~NOTES TO~~MARCH ~~CONDENSED~~31, ~~FINANCIAL STATEMENTS~~2021

~~SEPTEMBER 30, 2020~~(Unaudited)

The Company will provide holders of the outstanding Public Shares (~~Unaudited~~the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the representatives on behalf of the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will ~~provide~~proceed with ~~holders~~a ofBusiness Combination if the ~~outstanding~~Company ~~Public~~has ~~Shares~~net ~~(the~~tangible ~~“public~~assets ~~shareholders”)~~of ~~with~~at ~~the~~least ~~opportunity~~$5,000,001 ~~to redeem~~either ~~all~~prior to or aupon ~~portion~~such consummation of a ~~their~~Business ~~Public~~Combination ~~Shares~~and, ~~upon~~if the ~~completion~~Company ofseeks ashareholder ~~Business~~approval, ~~Combination~~it ~~either~~receives ~~(i) in~~an ~~connection~~ordinary ~~with a~~resolution ~~general~~under ~~meeting~~Cayman ~~called~~Islands tolaw ~~approve~~approving a ~~the~~ Business Combination, orwhich ~~(ii) by~~requires ~~means~~the affirmative vote of a ~~tender~~majority ~~offer.~~of ~~The~~the ~~decision~~shareholders aswho toattend ~~whether~~and vote at a general meeting of the Company. ~~will~~If ~~seek~~a shareholder ~~approval~~vote ofis anot ~~Business~~required ~~Combination~~by orlaw ~~conduct~~and the Company does not decide to hold a ~~tender~~shareholder ~~offer~~vote ~~will~~for bebusiness ~~made~~or other bylegal reasons, the Company will, ~~solely in~~pursuant to its ~~discretion.~~Amended ~~The~~and ~~public~~Restated ~~shareholders~~Memorandum ~~will~~and beArticles ~~entitled~~of toAssociation ~~redeem~~(the ~~their~~“Amended and ~~Public~~Restated ~~Shares~~Memorandum ~~for~~and aArticles ~~pro~~of ~~rata~~Association”), ~~portion~~conduct ofthe redemptions pursuant to the ~~amount then~~tender onoffer ~~deposit~~rules inof the ~~Trust~~U.S. ~~Account~~Securities and Exchange Commission (~~initially~~“SEC”) ~~$10.00~~and ~~per~~file ~~Public~~tender ~~Share,~~offer ~~plus~~documents ~~any~~with ~~pro~~the ~~rata~~SEC ~~interest~~prior ~~earned~~to oncompleting ~~the~~a ~~funds~~Business ~~held~~Combination. inIf, however, shareholder approval of the ~~Trust~~transaction ~~Account~~is ~~and~~required ~~not~~by ~~previously~~law, ~~released~~or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to ~~pay~~redeem ~~its~~shares ~~tax~~in ~~obligations).~~conjunction ~~The~~with ~~per-share~~a ~~amount~~proxy solicitation pursuant to bethe ~~distributed~~proxy rules and not pursuant to ~~public~~the ~~shareholders~~tender ~~who~~offer ~~redeem~~rules. ~~their~~If ~~Public~~the ~~Shares~~Company ~~will~~seeks ~~not~~shareholder beapproval ~~reduced~~in byconnection ~~the~~with ~~deferred~~a ~~underwriting~~Business ~~commissions~~Combination, ~~the~~FTAC ~~Company~~Olympus ~~will~~Sponsor, ~~pay~~LLC toand FTAC Olympus Advisors, LLC (collectively, the ~~representatives~~“Sponsor”) onand ~~behalf~~the ofCompany’s officers and directors (the “Insiders”) ~~underwriters~~have agreed to vote their Founder Shares (as ~~discussed~~defined in Note 65)., ~~There~~the ~~will~~Class A beordinary noshares ~~redemption~~included ~~rights upon~~in the ~~completion~~Placement Units (the “Placement Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, ~~with~~each ~~respect~~public shareholder may elect to ~~the~~redeem ~~Company’s~~their ~~warrants~~Public Shares irrespective of whether they vote for or against the proposed transaction.

~~The Company~~Notwithstanding ~~will proceed with a Business Combination if~~ the ~~Company has net tangible assets of at least $5~~foregoing,~~000,001 either prior to~~ ~~or upon such consummation of a Business Combination and,~~ if the Company seeks shareholder approval, itof ~~receives an ordinary resolution under Cayman Islands law approving~~ a Business Combination, ~~which requires the affirmative vote of a majority of the shareholders who attend~~ and ~~vote~~it ~~at a general meeting of the Company. If a shareholder vote is not required by law and the Company~~ does not ~~decide~~ toconduct ~~hold~~redemptions ~~a shareholder vote for business or other legal reasons, the Company will,~~ pursuant to ~~its~~the ~~Amended~~tender ~~and~~offer ~~Restated~~rules, ~~Memorandum and Articles of Association (~~the “Amended and Restated Memorandum and Articles of Association~~”),~~ ~~conduct the~~provides ~~redemptions~~that ~~pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing~~ a ~~Business~~public ~~Combination. If, however,~~ shareholder ~~approval of the transaction is required by law~~, ortogether ~~the~~with ~~Company~~any ~~decides~~affiliate toof ~~obtain~~ such shareholder ~~approval for business~~ or ~~legal~~any ~~reasons,~~other ~~the~~person ~~Company will offer to redeem shares in conjunction~~ with awhom ~~proxy~~such ~~solicitation~~shareholder ~~pursuant~~is toacting ~~the~~in ~~proxy~~concert ~~rules~~or ~~and~~as ~~not~~a ~~pursuant~~“group” to(as ~~the~~defined ~~tender~~under ~~offer rules.~~Section 13 Ifof the ~~Company~~Securities ~~seeks~~Exchange ~~shareholder~~Act ~~approval~~of ~~in connection with a Business Combination~~1934, ~~FTAC~~as ~~Olympus~~amended ~~Sponsor, LLC and FTAC Olympus Advisors, LLC~~ (~~collectively,~~ the “~~Sponsor”)~~Exchange ~~and the Company’s officers and directors (the “Insiders~~Act”) ~~have agreed to vote their Founder Shares (as defined in Note 5~~), ~~the~~will ~~Class A~~be ~~ordinary~~restricted ~~shares~~from ~~included~~redeeming inits ~~the~~shares ~~Placement Units~~with ~~(the~~respect ~~“Placement~~to ~~Shares”)~~more ~~and~~than ~~any~~an ~~Public~~aggregate ~~Shares~~of ~~held~~15% byor ~~them~~more ~~in favor~~ of ~~approving~~the aPublic ~~Business Combination. Additionally~~Shares, ~~each~~ ~~public~~without ~~shareholder~~the ~~may~~prior ~~elect~~consent ~~to redeem their Public Shares irrespective~~ of ~~whether they vote for or against~~ the ~~proposed transaction~~Company.

~~Notwithstanding~~The Insiders have agreed ~~the~~(a) to ~~foregoing~~waive their redemption rights with respect to their Founder Shares, ifPlacement ~~the~~Shares ~~Company~~and ~~seeks~~Public ~~shareholder~~Shares ~~approval~~held by them in connection with the completion of a Business Combination and ~~it does~~ (b) not ~~conduct redemptions pursuant~~ to ~~the~~propose ~~tender~~an ~~offer~~amendment ~~rules,~~to the Amended and Restated Memorandum and Articles of Association ~~provides~~(i) to ~~that~~modify athe ~~public~~substance ~~shareholder, together~~or ~~with~~timing ~~any affiliate~~ of ~~such~~the ~~shareholder~~Company’s orobligation ~~any~~to ~~other~~redeem ~~person~~100% ~~with~~of ~~whom~~its ~~such~~Public ~~shareholder~~Shares isif ~~acting~~the Company indoes ~~concert~~not orcomplete as a ~~“group” (as~~Business ~~defined~~Combination ~~under~~or ~~Section~~(ii) 13with ofrespect to the ~~Securities~~other ~~Exchange~~provisions ~~Act~~relating ofto ~~1934,~~shareholders’ asrights or ~~amended~~pre-business ~~(the~~combination ~~“Exchange Act”))~~activity, ~~will~~unless ~~be restricted~~the ~~from~~Company ~~redeeming~~provides its ~~shares~~public shareholders with ~~respect~~the opportunity to ~~more~~redeem ~~than~~their anClass A ordinary ~~aggregate~~shares ofupon ~~15%~~approval ~~or more~~ of ~~the~~any ~~Public~~such ~~Shares, without the prior consent of the Company~~amendment.

The ~~Insiders~~ Company will have ~~agreed~~until August 28, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) tocease ~~waive~~all ~~their~~operations ~~redemption~~except ~~rights~~for ~~with~~the ~~respect~~purpose toof ~~their~~winding ~~Founder~~up, ~~Shares~~(ii) as promptly as reasonably possible, ~~Placement~~but ~~Shares~~not ~~and~~more than ten business days thereafter, redeem the Public Shares, ~~held~~at bya ~~them~~per-share price, payable in ~~connection~~cash, ~~with~~equal to the ~~completion~~aggregate ofamount athen ~~Business~~on ~~Combination~~deposit ~~and~~in the Trust Account, including interest (~~b) not~~which interest will be net of taxes payable, and less up to ~~propose~~$100,000 anof ~~amendment~~interest to pay dissolution expenses) divided by the ~~Amended~~ ~~and~~number ~~Restated~~of ~~Memorandum~~then issued and ~~Articles~~outstanding ofPublic ~~Association~~Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (iincluding the right to receive further liquidating distributions, if any), and (iii) toas ~~modify~~promptly ~~the~~as ~~substance~~reasonably orpossible ~~timing~~following such redemption, subject to the approval of the Company’s ~~obligation~~shareholders toand ~~redeem~~board ~~100%~~ of ~~its~~directors, ~~Public~~dissolve ~~Shares~~and ifliquidate, ~~the~~subject ~~Company~~in ~~does~~each ~~not~~case ~~complete~~to athe ~~Business~~Company’s ~~Combination~~obligations orunder ~~(ii) with~~Cayman ~~respect~~Islands law to provide for claims of creditors and the requirements of other ~~provisions~~applicable ~~relating~~law. toThere ~~shareholders’~~will be no redemption rights or ~~pre-business~~liquidating distributions ~~combination~~with ~~activity,~~respect ~~unless~~to the Company’s ~~provides its~~warrants, ~~public~~which ~~shareholders~~will ~~with~~expire ~~the~~worthless ~~opportunity~~if tothe ~~redeem~~Company ~~their~~fails ~~Class A~~to ~~ordinary~~complete ~~shares~~a ~~upon~~Business ~~approval~~Combination within ofthe ~~any~~Combination ~~such amendment~~Period.

The ~~Company~~ ~~will~~Insiders have ~~until~~agreed to ~~August~~waive ~~28,~~their ~~2022~~liquidation torights ~~complete~~with arespect ~~Business~~to ~~Combination~~their ~~(the~~Founder ~~“Combination~~Shares ~~Period”).~~and IfPlacement Shares if the Company ~~has~~ ~~not~~fails ~~completed~~to complete a Business Combination within the Combination Period. However, ~~the~~if ~~Company will (i) cease all operations except for~~ the ~~purpose~~Insiders ofacquire ~~winding~~Public ~~up,~~Shares ~~(ii) as~~in ~~promptly~~or asafter ~~reasonably~~the ~~possible,~~Initial ~~but~~Public ~~not more than ten business days thereafter~~Offering, ~~redeem~~such ~~the~~ Public Shares, atwill abe ~~per-share~~entitled ~~price,~~to ~~payable~~liquidating indistributions ~~cash,~~from ~~equal~~the toTrust ~~the~~Account ~~aggregate~~if ~~amount~~the ~~then~~Company onfails ~~deposit~~to incomplete ~~the~~a ~~Trust~~Business ~~Account,~~Combination ~~including~~within ~~interest~~the ~~(which~~Combination ~~interest~~Period. ~~will~~The berepresentatives ~~net~~ of ~~taxes~~the ~~payable,~~underwriters ~~and~~have ~~less~~agreed up to ~~$100,000~~waive oftheir ~~interest~~rights to ~~pay~~their ~~dissolution~~deferred ~~expenses)~~underwriting ~~divided~~commission by(see ~~the~~Note ~~number~~6) ofheld ~~then~~in ~~issued~~the ~~and~~Trust ~~outstanding~~Account ~~Public~~in ~~Shares,~~the ~~which~~event ~~redemption~~the ~~will~~Company ~~completely~~does ~~extinguish~~not ~~public~~complete ~~shareholders’ rights~~a asBusiness ~~shareholders~~Combination ~~(including~~within the ~~right~~Combination Period ~~to receive further liquidating distributions~~and, ifin ~~any), and (iii) as promptly as reasonably possible following~~ such ~~redemption~~event, ~~subject~~such toamounts ~~the~~will ~~approval~~be ofincluded with the ~~Company’s~~other ~~shareholders~~funds ~~and~~held ~~board of directors, dissolve and liquidate, subject~~ in ~~each case to~~ the ~~Company’s~~Trust ~~obligations~~Account ~~under~~that ~~Cayman~~will ~~Islands~~be ~~law~~available to ~~provide~~fund the ~~for~~redemption ~~claims~~ of ~~creditors and~~ the ~~requirements~~Public ofShares. ~~other~~In ~~applicable~~the ~~law.~~event ~~There~~of ~~will~~such bedistribution, noit ~~redemption~~is ~~rights~~possible orthat ~~liquidating~~the ~~distributions~~per ~~with respect~~share tovalue of the ~~Company’s~~assets ~~warrants,~~remaining available ~~which~~for distribution will ~~expire~~be ~~worthless~~less ifthan the ~~Company~~Initial ~~fails~~Public toOffering ~~complete~~price aper ~~Business~~Unit ~~Combination within the Combination Period~~($10.00).

The Insiders have agreed to waive their liquidation rights with respect to their Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Insiders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The representatives of the underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

6FTAC OLYMPUS ACQUISITION CORP.

~~FTAC OLYMPUS~~NOTES ~~ACQUISITION~~TO ~~CORP.~~CONDENSED FINANCIAL STATEMENTS

~~NOTES TO~~MARCH ~~CONDENSED~~31, ~~FINANCIAL STATEMENTS~~2021

~~SEPTEMBER 30, 2020~~(Unaudited)

In order to protect the amounts held in the Trust Account, FTAC Olympus Sponsor, LLC has agreed to be liable to the Company if and to the extent any claims by a third party (~~Unaudited~~other than our independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Olympus Sponsor, LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that FTAC Olympus Sponsor, LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~In order~~Note to2 — Summary protect the amounts held in the Trust Account, FTAC Olympus Sponsor, LLC has agreed to be liable to the Company if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of ~~funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held~~Significant inAccounting the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Olympus Sponsor, LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that FTAC Olympus Sponsor, LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Policies

~~Note 2 — Summary~~Basis of ~~Significant Accounting Policies~~Presentation

~~Basis~~The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ~~Presentation~~(“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements ~~have~~should ~~been~~be ~~prepared~~read in ~~accordance~~conjunction with ~~accounting principles generally accepted in~~ the ~~United~~Company’s ~~States~~Annual ofReport ~~America~~on ~~(“GAAP”) for interim financial information and in accordance with the instructions to~~ Form 10-QK/A ~~and~~for ~~Article 8 of Regulation S-X of~~ the ~~SEC.~~year ~~Certain information or footnote disclosures normally included in financial~~ended ~~statements~~December ~~prepared in accordance with GAAP have been condensed or omitted~~31, ~~pursuant~~2020 toas ~~the~~filed ~~rules~~with ~~and regulations of~~ the SEC ~~for interim~~on ~~financial~~May ~~reporting.~~7, ~~Accordingly~~2021, ~~they~~which docontains ~~not~~the ~~include~~audited ~~all~~financial ~~the~~statements ~~information~~ and ~~footnotes~~notes ~~necessary~~thereto. ~~for~~The ~~a complete presentation~~interim ~~of financial position,~~ results offor ~~operations,~~the orthree ~~cash~~months ~~flows.~~ended InMarch ~~the opinion of management~~31, ~~the~~2021 ~~accompanying~~are ~~unaudited~~not ~~condensed interim~~necessarily ~~financial~~indicative ~~statements include all adjustments, consisting~~ of athe ~~normal~~results ~~recurring~~to ~~nature,~~be ~~which~~expected ~~are necessary~~ for ~~a fair presentation of~~ the ~~financial~~year ~~position~~ending December 31, ~~operating~~2021 ~~results~~or ~~and~~for ~~cash~~any ~~flows~~future ~~for~~interim ~~the~~ periods ~~presented~~.

~~The accompanying~~Emerging ~~unaudited~~Growth ~~condensed financial statements should be read in conjunction with the~~ Company’s prospectus for its Initial Public Offering as filed with the SEC on August 26, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 31, 2020, September 4, 2020 and September 25, 2020. The interim results for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods.

~~Emerging Growth~~The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~The~~Further, Section 102(b)(1) ~~Company~~of isthe anJOBS “Act exempts emerging growth ~~company,”~~companies asfrom ~~defined~~being inrequired ~~Section 2~~to comply with new or revised financial accounting standards until private companies (a)that ofis, ~~the~~those that have not had a Securities Act, asregistration ~~modified~~statement bydeclared ~~the Jumpstart~~effective ~~Our~~or ~~Business~~do ~~Startups~~not ~~Act~~have a class of ~~2012~~securities (registered under the ~~“JOBS~~Exchange Act”), ~~and~~are itrequired ~~may~~to ~~take~~comply ~~advantage~~with ofthe ~~certain~~new ~~exemptions~~or ~~from~~revised financial accounting standards. The JOBS ~~various~~Act ~~reporting~~provides that a company can elect to opt out of the extended transition period and comply with the requirements that ~~are~~apply ~~applicable~~to non-emerging growth companies but any such election to ~~other~~opt ~~public~~out ~~companies~~is ~~that~~irrevocable. ~~are~~The Company has elected not ~~emerging~~to ~~growth~~opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, ~~including~~the Company, ~~but~~as ~~not~~an ~~limited~~emerging togrowth company, ~~not~~can ~~being~~adopt ~~required~~the tonew ~~comply~~or ~~with~~revised standard at the ~~independent~~time ~~registered~~private ~~public~~companies ~~accounting~~adopt ~~firm~~the ~~attestation~~new ~~requirements~~or revised standard. ofThis ~~Section 404~~may make comparison of the ~~Sarbanes-Oxley~~Company’s ~~Act,~~financial ~~reduced~~statements ~~disclosure~~with ~~obligations~~another ~~regarding~~public ~~executive~~company ~~compensation~~which inis ~~its~~neither ~~periodic~~an emerging growth company ~~reports~~nor ~~and~~an ~~proxy~~emerging ~~statements,~~growth ~~and~~company ~~exemptions~~which ~~from~~has ~~the~~opted ~~requirements~~out of ~~holding~~using athe ~~nonbinding~~extended ~~advisory~~transition ~~vote~~period ondifficult ~~executive~~or ~~compensation and~~impossible ~~shareholder~~because ~~approval~~ of ~~any~~the ~~golden~~potential differences ~~parachute~~in ~~payments~~accounting ~~not~~standards ~~previously approved~~used.

~~Further, Section 102(b)(1)~~Use of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Estimates

~~Use~~The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets ~~Estimates~~and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~The preparation~~Making ofestimates ~~condensed~~requires management ~~financial~~to ~~statements~~exercise insignificant ~~conformity~~judgment. ~~with~~It ~~GAAP~~is ~~requires~~at ~~management~~least toreasonably ~~make~~possible ~~estimates~~that ~~and~~the ~~assumptions~~estimate ~~that affect~~of the ~~reported~~effect ~~amounts~~ of ~~assets~~a ~~and~~condition, ~~liabilities~~situation or ~~and~~set ~~disclosure~~ of ~~contingent~~circumstances ~~assets~~that ~~and~~existed ~~liabilities~~ at the date of the financial statements, ~~and~~which management considered in formulating its estimate, could change in the ~~reported~~near ~~amounts~~term ofdue ~~revenues~~to ~~and~~one ~~expenses~~or ~~during~~more future events. Accordingly, the ~~reporting~~actual ~~period~~results could differ significantly from those estimates.

~~Making estimates~~One ~~requires~~of ~~management~~the tomore ~~exercise~~ significant accounting ~~judgment.~~estimates Itincluded isin atthese ~~least~~unaudited ~~reasonably~~condensed ~~possible~~financial ~~that~~statements is the ~~estimate~~determination of the ~~effect of~~fair avalue ~~condition, situation or set~~ of ~~circumstances that existed at~~ the ~~date~~warrant liability. ofSuch ~~the~~estimates ~~financial~~may ~~statements,~~be ~~which~~subject ~~management~~to ~~considered in formulating its estimate, could~~ change inas ~~the~~more ~~near~~current ~~term~~information ~~due~~becomes toavailable ~~one~~and oraccordingly ~~more future events. Accordingly,~~ the actual results could differ significantly from those estimates.

FTAC OLYMPUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2020~~2021

(Unaudited)

~~Ordinary Shares~~Cash ~~Subject~~and toCash ~~Possible Redemption~~Equivalents

The Company ~~accounts~~considers ~~for~~all short-term ~~its~~investments ~~ordinary shares subject to possible redemption in accordance~~ with ~~the~~an ~~guidance~~original inmaturity Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of ~~the~~three ~~holder~~months or ~~subject~~less towhen ~~redemption~~purchased ~~upon the~~to ~~occurrence~~be ofcash ~~uncertain events not solely within the Company’s control) are classified as temporary equity~~equivalents. ~~At all other times, ordinary shares are classified as shareholders’ equity.~~ The Company’s ~~ordinary~~did ~~shares~~not ~~feature certain redemption~~have ~~rights~~any ~~that~~cash ~~are~~equivalents ~~considered~~as ~~to be outside~~ of ~~the~~March ~~Company’s~~31, ~~control~~2021 and ~~subject~~December ~~to the occurrence of uncertain future events. Accordingly~~31, ~~at September 30,~~ 2020~~, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheet~~.

~~Offering Costs~~Marketable Securities Held in Trust Account

~~Offering costs~~At ~~consist~~March ~~of legal~~31, ~~accounting,~~2021 ~~underwriting fees~~ and ~~other~~December 31, ~~expenses~~2020, ~~incurred through~~ the ~~Initial~~assets ~~Public~~held ~~Offering that~~in ~~are directly related to~~ the ~~Initial~~Trust ~~Public~~Account ~~Offering.~~were ~~Offering~~held ~~costs~~in ~~amounting~~money tomarket ~~$45,956,853~~funds ~~were~~which ~~charged~~are toinvested ~~shareholders’ equity~~primarily ~~upon~~in ~~the~~U.S. ~~completion~~Treasury ~~of the Initial Public Offering~~Securities.

~~Income Taxes~~Warrant Liabilities

The Company accounts for warrants ~~income~~as ~~taxes~~either ~~under~~equity-classified ~~ASC~~or ~~Topic~~liability-classified ~~740,~~instruments ~~“Income~~based ~~Taxes,”~~on ~~which~~an ~~prescribes~~assessment aof ~~recognition~~the ~~threshold~~warrant’s ~~and~~specific terms aand ~~measurement~~applicable ~~attribute~~authoritative ~~for~~guidance ~~the~~in ~~financial~~Financial ~~statement~~Accounting ~~recognition~~Standards ~~and~~Board ~~measurement~~(“FASB”) ofAccounting ~~tax~~Standards ~~positions~~Codification ~~taken~~(“ASC”) 480, orDistinguishing ~~expected~~Liabilities tofrom beEquity ~~taken in~~(“ASC a480”) ~~tax~~and ~~return~~ASC 815, Derivatives and Hedging (“ASC 815”). The ~~For~~assessment ~~those~~considers ~~benefits~~whether the warrants are freestanding financial instruments pursuant to beASC ~~recognized~~480, meet the definition of a ~~tax~~liability pursuant ~~position~~to ~~must~~ASC be480, ~~more~~and ~~likely~~whether ~~than~~the ~~not~~warrants tomeet beall ~~sustained~~of ~~upon~~the ~~examination by~~requirements ~~taxing~~for ~~authorities.~~equity ~~The~~classification ~~Company’s~~under ~~management~~ASC ~~determined~~815, ~~that~~including whether the ~~Cayman~~warrants ~~Islands~~are isindexed to the Company’s ~~major~~own ~~tax~~ordinary ~~jurisdiction. The~~shares ~~Company~~and ~~recognizes~~whether ~~accrued~~the ~~interest~~warrant ~~and~~holders ~~penalties~~could ~~related~~potentially torequire ~~unrecognized~~“net cash ~~tax~~settlement” ~~benefits~~in asa ~~income~~circumstance ~~tax~~outside ~~expense.~~of Asthe ofCompany’s ~~September 30~~control, ~~2020,~~among ~~there~~other ~~were~~conditions nofor ~~unrecognized~~equity ~~tax~~classification. ~~benefits~~This assessment, ~~and~~which norequires ~~amounts~~the ~~accrued~~use ~~for~~of ~~interest~~professional ~~and~~judgment, ~~penalties.~~is ~~The~~conducted ~~Company~~at isthe ~~currently not~~time ~~aware~~ of ~~any~~warrant ~~issues~~issuance ~~under~~and ~~review~~as ~~that~~of ~~could~~each ~~result~~subsequent inquarterly period ~~significant~~end ~~payments,~~date ~~accruals~~while orthe ~~material~~warrants ~~deviation~~are ~~from its position~~outstanding.

~~The~~For issued or modified warrants ~~Company~~that ismeet ~~considered~~all toof bethe ancriteria ~~exempted~~for ~~Cayman~~equity ~~Islands~~classification, ~~company~~the ~~with~~warrants noare ~~connection~~required to ~~any~~be ~~other~~recorded ~~taxable~~as ~~jurisdiction~~a ~~and~~component isof ~~presently~~additional paid-in capital at the time of issuance. For issued or modified warrants that do not ~~subject~~meet all the criteria for equity classification, the warrants are required to ~~income~~be ~~taxes~~recorded oras ~~income~~a ~~tax~~derivative ~~filing~~liability ~~requirements~~at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the ~~Cayman~~estimated ~~Islands~~fair value of the warrants are recognized as a non-cash gain or loss on the ~~United States~~statements of operations. The Asfair ~~such~~value of the Public Warrants was initially measured using a binomial / lattice model with subsequent periods measured at the trading price, whereas the ~~Company’s~~Private Placement Warrants were initially and subsequently measured using the Black-Scholes Option Pricing ~~tax~~Model. ~~provision~~(see ~~was~~Note ~~zero~~8). ~~for~~In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the ~~period~~issuance ~~presented~~of the derivative warrant liabilities are recognized in the statement of operations as incurred.

~~Net Income~~Ordinary ~~(Loss)~~Shares ~~Per~~Subject ~~Ordinary~~to ~~Share~~Possible Redemption

The Company ~~complies~~accounts ~~with~~for its ~~accounting~~ordinary ~~and~~shares ~~disclosure~~subject ~~requirements~~to ofpossible ~~FASB~~redemption ~~ASC~~in ~~Topic~~accordance ~~260,~~with the guidance in ASC 480 “~~Earnings~~Distinguishing ~~Per~~Liabilities ~~Share~~from Equity.” Ordinary ~~Net~~shares ~~income (loss)~~subject ~~per~~to ~~share~~mandatory isredemption ~~computed~~are byclassified ~~dividing~~as ~~net~~a ~~income~~liability ~~(loss)~~instrument byand ~~the~~are ~~weighted~~measured ~~average~~at ~~number~~fair ofvalue. Conditionally redeemable ordinary shares ~~outstanding~~(including ~~for~~ordinary ~~the period.~~shares ~~The~~that ~~calculation~~feature ofredemption ~~diluted~~rights ~~income~~that ~~(loss)~~are ~~per~~either ~~share~~within ~~does~~the ~~not~~control ~~consider~~of the ~~effect~~holder or ofsubject to redemption upon the ~~warrants~~occurrence ~~issued~~of inuncertain ~~connection~~events ~~with~~ not solely within the (iCompany’s control) ~~Initial~~are ~~Public~~classified ~~Offering,~~as ~~(ii)~~temporary equity. ~~the~~At ~~partial~~all ~~exercise~~other oftimes, ~~the~~ordinary ~~over-allotment~~shares ~~option~~are ~~and~~classified ~~(iii)~~as ~~the~~shareholders’ ~~Placement~~equity. ~~Units~~The ~~since~~Company’s ~~the~~ordinary shares feature ~~exercise~~certain redemption rights that are considered to be outside of the ~~warrants~~Company’s ~~are~~control ~~contingent~~and ~~upon~~subject to the occurrence of uncertain future events. ~~and~~Accordingly, ~~the~~at ~~inclusion~~March of31, ~~such~~2021 ~~warrants~~and ~~would~~December be31, ~~anti-dilutive. The~~2020, ~~warrants~~ordinary ~~are~~shares ~~exercisable~~subject to ~~purchase~~possible 25redemption are presented as temporary equity,~~881,458~~ ~~shares~~outside of ~~Class~~the Ashareholders’ ~~ordinary~~equity ~~shares~~section inof the ~~aggregate~~Company’s condensed balance sheets.

~~The Company’s~~ Income statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account of approximately $6,000 for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding for the period. Net loss per share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares of approximately $6,000, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Class A non-redeemable ordinary shares include the 2,170,000 Class A ordinary shares part of the private units as these shares do not have redemption features. Class B non-redeemable ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.Taxes

~~Concentration~~The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of ~~Credit~~tax ~~Risk~~positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~Financial instruments~~The ~~that potentially subject the~~ Company is considered to ~~concentrations~~be ofan ~~credit~~exempted ~~risk~~Cayman ~~consist~~Islands ofcompany awith ~~cash~~no ~~account~~connection into aany ~~financial~~other ~~institution, which,~~taxable atjurisdiction ~~times,~~and ~~may~~is ~~exceed~~presently ~~the~~not ~~Federal~~subject ~~Depository~~to ~~Insurance~~income ~~Coverage~~taxes or ofincome ~~$250,000.~~tax ~~The~~filing ~~Company~~requirements ~~has~~in ~~not~~the ~~experienced~~Cayman ~~losses~~Islands onor ~~this account~~the ~~and~~United States. ~~management~~As ~~believes~~such, the Company’s istax ~~not~~provision ~~exposed~~was tozero for ~~significant~~the ~~risks~~period ~~on such account~~presented.

FTAC OLYMPUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2020~~2021

(Unaudited)

~~Fair Value~~Net ofIncome ~~Financial~~(Loss) ~~Instruments~~Per Ordinary Share

The ~~fair~~ ~~value of the~~ Company’s ~~assets~~complies with accounting and ~~liabilities,~~disclosure ~~which~~requirements ~~qualify~~of asFASB ~~financial instruments under~~ ASC Topic ~~820~~260, “~~Fair Value~~Earnings ~~Measurement,~~Per Share.” ~~approximates~~Net ~~the~~income ~~carrying~~(loss) ~~amounts~~per ~~represented~~share inis computed by dividing net income (loss) by the ~~Company’s~~weighted ~~condensed~~average ~~balance~~number ~~sheet,~~of ~~primarily due~~ordinary toshares ~~their~~outstanding ~~short-term~~for ~~nature~~the period. AsThe calculation of ~~September~~diluted income ~~30,~~(loss) ~~2020,~~per ~~the~~share ~~carrying~~does ~~values~~not consider the effect of ~~cash,~~the ~~accounts~~warrants ~~payable~~issued ~~and~~in ~~accrued~~connection ~~expenses~~with ~~approximate their~~the ~~fair~~(i) ~~values~~Initial ~~due~~Public toOffering, (ii) the partial ~~short-term~~exercise ~~nature~~ of the ~~instruments.~~over-allotment ~~The~~option ~~Company’s~~and ~~portfolio~~(iii) ofthe ~~marketable~~Placement ~~securities~~Units ~~held in~~since the ~~Trust~~exercise ~~Account~~of isthe ~~comprised~~warrants ofare ~~investments~~contingent inupon ~~U.S.~~the occurrence ~~Treasury~~of ~~securities~~future ~~with~~events anand ~~original~~the ~~maturity~~inclusion of ~~185~~such ~~days~~warrants orwould ~~less~~be anti-dilutive. The ~~fair~~ ~~value~~warrants ~~for~~are ~~trading~~exercisable ~~securities~~to ispurchase ~~determined~~25,881,458 shares ~~using~~of ~~quoted~~Class ~~market~~A ~~prices~~ordinary shares in ~~active~~the ~~markets~~aggregate.

~~Recent~~The Company’s statement ~~Accounting~~of ~~Standards~~operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Class A and Class B non-redeemable ordinary shares include the Founder Shares and the Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

~~Management does~~The ~~not~~following ~~believe~~table ~~that~~reflects the ~~any~~calculation ~~recently~~of ~~issued,~~basic ~~but~~and ~~not~~diluted ~~yet~~net ~~effective,~~loss ~~accounting~~per ~~standards~~ordinary ifshare ~~currently~~(in ~~adopted~~dollars, ~~would~~except ~~have~~per ashare ~~material effect on the Company’s condensed financial statements.~~amounts):

Note 3 — Initial Public Offering

	For the Three Months Ended March 31, 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	18,612
Net Earnings	$	18,612
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		75,474,376
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	-

Non-Redeemable Class A and B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(9,048,908	)
Redeemable Net Earnings	$	(18,612	)
Non-Redeemable Net Loss	$	(9,067,520	)
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted		21,581,094
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares	$	(0.42	)

~~Pursuant to~~Note: ~~the~~As ~~Initial~~of ~~Public~~March ~~Offering~~31, ~~the Company sold 75~~2021,~~474,376~~ ~~Units,~~basic ~~which~~and ~~includes~~diluted ~~the~~shares ~~partial~~are ~~exercise by~~ the ~~underwriters~~same ofas ~~their~~there ~~over-allotment~~are ~~option~~no ~~on September 23, 2020 in the amount of 474,376 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one~~non-~~third of one~~ redeemable ~~warrant~~securities ~~(“Public~~that ~~Warrant”).~~are ~~Each~~dilutive ~~whole~~to ~~Public Warrant entitles~~ the ~~holder~~Company’s ~~to purchase one Class A~~ ordinary ~~share at a price of $11~~shareholders.~~50 per share, subject to adjustment (see Note 7).~~

~~Note~~The weighted average non-redeemable ~~4 — Private~~ordinary shares for the three months ended March 31, 2021 includes the effect of 2,170,000 Placement Units, which were issued in conjunction with the initial public offering on August 28, 2020.

Simultaneously with the closing of the Initial Public Offering, FTAC Olympus Sponsor, LLC purchased an aggregate of 2,170,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $21,700,000. Each Placement Unit consists of one Placement Share and one-third of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one Class AConcentration ~~ordinary share at a price~~ of ~~$11.50~~Credit per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will be worthless.Risk

~~Note~~Financial instruments that ~~5 — Related~~potentially ~~Party~~subject ~~Transactions~~the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Founder Shares~~9

~~In June 2020,~~FTAC ~~the~~OLYMPUS ~~Sponsor~~ACQUISITION ~~purchased 8,845,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000~~CORP. In August 2020, the Company effected a share capitalization pursuant to which the Company issued an additional 13,260,000 ordinary shares, resulting in a total of 22,105,000 Founder Shares issued and outstanding. The Founder Shares included up to 2,812,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will represent 20% of the aggregate Founder Shares, Private Shares and issued and outstanding Public Shares after the Initial Public Offering. On September 23, 2020, in connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 2,693,906 Founder Shares were forfeited and 118,594 Founder Shares are no longer subject to forfeiture. As a result, at September 30, 2020, there are 19,411,094 Founder Shares outstanding.

~~The Insiders~~NOTES ~~have~~TO ~~agreed,~~CONDENSED ~~subject~~FINANCIAL to limited exceptions, not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.STATEMENTS

~~Promissory Note~~MARCH –31, ~~Related Party~~2021

~~On June 17, 2020, FTAC Olympus Sponsor, LLC agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note~~ (~~the “Promissory Note”~~Unaudited). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. Outstanding balances of $300,000 under the Promissory Note were repaid upon the closing of the Initial Public Offering on August 28, 2020. On September 1, 2020, the Company repaid the $5,000 outstanding balance under the Promissory Note.

9Fair Value of Financial Instruments

~~FTAC~~The fair value of the Company’s ~~OLYMPUS~~assets ~~ACQUISITION~~and ~~CORP~~liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature. As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

~~NOTES TO~~Recent ~~CONDENSED~~Accounting ~~FINANCIAL STATEMENTS~~Standards

~~SEPTEMBER~~In August 2020, the FASB 30issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~(Unaudited)~~Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

~~Administrative Support~~Note ~~Agreement~~3 — Initial Public Offering

~~The Company~~Pursuant ~~entered~~to ~~into~~the anInitial ~~agreement~~Public Offering, ~~commencing~~the onCompany ~~August~~sold 2575,474,376 ~~2020~~Units, ~~through~~which includes the ~~earlier~~partial ofexercise by the ~~Company’s~~underwriters ~~consummation~~ of ~~a Business~~their ~~Combination~~over-allotment oroption ~~its~~on September ~~liquidation~~23, to2020 ~~pay~~in anthe ~~affiliate~~amount of ~~the~~474,376 ~~Sponsor~~Units, at a ~~total~~price of $~~25,000~~10.00 per ~~month~~Unit. ~~for~~Each ~~office~~Unit ~~space,~~consists ~~administrative and~~of ~~shared~~one ~~personnel~~Class A ~~support~~ordinary ~~services.~~share and ~~For~~one-third ~~the~~of ~~three~~one ~~months~~redeemable ~~ended~~warrant ~~September~~(“Public ~~30,~~Warrant”). ~~2020~~Each ~~and~~whole ~~for~~Public ~~the~~Warrant ~~period~~entitles ~~from~~the ~~June~~holder 2,to ~~2020~~purchase ~~(inception)~~one ~~through~~Class A ~~September~~ordinary ~~30,~~share ~~2020,~~at ~~the~~a ~~Company~~price ~~incurred~~of ~~and~~$11.50 ~~paid~~per ~~$25~~share,~~000~~ insubject ~~fees~~to ~~for~~adjustment ~~these~~(see ~~services~~Note 7).

~~Related Party~~Note ~~Loans~~4 — Private Placement

~~In order~~Simultaneously ~~to finance transaction costs in connection~~ with athe ~~Business~~closing of ~~Combination,~~ the ~~Sponsor~~Initial orPublic anOffering, ~~affiliate~~FTAC ofOlympus ~~the~~ Sponsor, orLLC ~~certain of~~purchased ~~the~~an ~~Company’s~~aggregate ~~officers~~of ~~and directors may~~2, ~~but are not obligated to~~170,000 ~~loan~~Placement ~~the~~Units ~~Company~~at ~~funds~~a asprice ~~may~~of be$10.00 ~~required (the “Working~~per ~~Capital~~Placement ~~Loans”).~~Unit, Iffor ~~the~~an ~~Company~~aggregate ~~completes~~purchase aprice ~~Business~~of ~~Combination~~$21,700,000. ~~the~~Each ~~Company~~Placement ~~may~~Unit ~~repay~~consists ~~the~~of ~~Working~~one ~~Capital~~Placement ~~Loans~~Share ~~out~~and ~~of the~~one-third ~~proceeds~~ of ~~the~~one redeemable ~~Trust~~warrant ~~Account~~(“Placement ~~released to the Company~~Warrant”). ~~Otherwise,~~Each ~~the~~whole ~~Working~~Placement ~~Capital~~Warrant ~~Loans~~is ~~may~~exercisable beto ~~repaid~~purchase ~~only~~one ~~out~~Class A ~~of funds~~ordinary ~~held~~share ~~outside~~at ~~the~~a ~~Trust~~price ~~Account~~of $11.50 Inper ~~the~~share. ~~event~~The ~~that~~proceeds afrom ~~Business Combination does not close,~~ the ~~Company~~Placement ~~may~~Units ~~use~~were aadded ~~portion~~to ofthe proceeds ~~held~~ ~~outside~~from the ~~Trust~~Initial ~~Account~~Public ~~to repay the Working Capital Loans but no proceeds~~ Offering held in the Trust Account ~~would be used to repay the Working Capital Loans~~. ~~Except~~If ~~for~~ the ~~foregoing,~~Company ~~the~~does ~~terms of such Working Capital Loans, if any, have~~ not ~~been~~complete ~~determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of~~ a Business Combination ~~or,~~within at the ~~lender’s~~Combination ~~discretion~~Period, upthe toproceeds ~~$1,500,000~~from the sale of ~~such~~the ~~Working~~Placement ~~Capital~~Units ~~Loans~~will ~~may~~ be ~~convertible into~~used ~~units~~to offund the ~~post-Business~~redemption ~~Combination entity at a price~~ of ~~$10.00 per~~the ~~unit.~~Public ~~The~~Shares ~~units~~(subject ~~would be identical~~ to the ~~Placement Units.~~requirements As of ~~September~~applicable 30law), and ~~2020,~~ the ~~Company~~Placement ~~had~~Units noand ~~outstanding~~all ~~borrowings~~underlying ~~under~~securities ~~the~~will ~~Working~~be ~~Capital Loans~~worthless.

Note 6 5 — ~~Commitments~~Related ~~and Contingencies~~Party Transactions

~~Risks and~~ Founder ~~Uncertainties~~Shares

~~Management continues~~In toJune 2020, ~~evaluate~~ the ~~impact~~Sponsor purchased of8,845,000 ~~the~~Class B ~~COVID-19~~ordinary ~~pandemic~~shares ~~and~~(the ~~has~~“Founder ~~concluded~~Shares”) ~~that~~for ~~while~~an itaggregate isprice ~~reasonably~~of ~~possible~~$25,000. ~~that~~In ~~the~~August ~~virus~~2020, ~~could~~the ~~have~~Company effected a ~~negative~~share ~~effect~~capitalization onpursuant to which the Company’s ~~financial~~issued ~~position~~an additional 13,260,000 ~~results~~ordinary shares, resulting in a total of ~~its~~22,105,000 ~~operations~~Founder Shares issued and~~/or~~ ~~search~~outstanding. ~~for~~The aFounder ~~target~~Shares ~~company~~included up to 2,812,500 shares subject to forfeiture to the ~~specific~~extent ~~impact~~that isthe underwriters’ over-allotment option was not ~~readily~~exercised ~~determinable~~in asfull ofor in part, so that the ~~date~~number of ~~these~~Founder ~~financial~~Shares will ~~statements.~~represent ~~The~~20% ~~condensed~~of ~~financial~~the ~~statements~~aggregate Founder Shares, Placement Shares and issued and outstanding Public Shares after the Initial Public doOffering. ~~not~~On ~~include~~September ~~any~~23, ~~adjustments~~2020, ~~that~~in ~~might~~connection ~~result~~with ~~from~~the underwriters’ partial exercise of the ~~outcome~~over-allotment option and the forfeiture of ~~this~~the ~~uncertainty~~remaining over-allotment option, 2,693,906 Founder Shares were forfeited and 118,594 Founder Shares are no longer subject to forfeiture. As a result, at March 31, 2021, there were 19,411,094 Founder Shares outstanding.

~~Registration~~The Insiders have agreed, ~~Rights~~subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Pursuant to a registration rights agreement entered into on August 25, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights to require the Company to register a sale of any securities held by them (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.10

~~Underwriting Agreement~~FTAC OLYMPUS ACQUISITION CORP.

~~The underwriters~~NOTES ~~were~~TO ~~paid~~CONDENSED aFINANCIAL cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $15,000,000 in the aggregate. In addition, the representatives of the underwriters are entitled to a deferred fee of $30,284,626. The deferred fee will become payable to the representatives from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.STATEMENTS

10MARCH 31, 2021

~~FTAC OLYMPUS ACQUISITION CORP.~~(Unaudited)

~~NOTES TO~~ Promissory ~~CONDENSED~~Note ~~FINANCIAL~~– ~~STATEMENTS~~Related Party

~~SEPTEMBER~~On June 17, 2020, FTAC Olympus 30Sponsor, LLC agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. Outstanding balances of $300,000 under the Promissory Note were repaid upon the closing of the Initial Public Offering on August 28, 2020. On September 1, 2020, the Company repaid the $5,000 outstanding balance under the Promissory Note.

~~(Unaudited)~~Administrative Support Agreement

~~Note~~The Company entered into ~~7 — Shareholders~~an agreement, commencing on August 25, 2020 through the earlier of the Company’s ~~Equity~~consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and shared personnel support services. For the three months ended March 31, 2021, the Company incurred and paid $75,000 in fees for these services.

~~Preference Shares —~~Related ~~The~~Party Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020, there were no preference shares issued or outstanding.Loans

~~Class A~~In order to finance transaction ~~Ordinary~~costs ~~shares —~~in ~~The~~connection ~~Company~~with isa ~~authorized~~Business toCombination, ~~issue~~the ~~500~~Sponsor or an affiliate of the Sponsor,~~000~~ or certain of the Company’s officers and directors may,~~000~~ ~~Class A~~but ~~ordinary~~are ~~shares~~not ~~with~~obligated ato, ~~par~~loan ~~value~~the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of $0the proceeds of the Trust Account released to the Company.~~0001~~ ~~per~~Otherwise, ~~share~~the Working Capital Loans may be repaid only out of funds held outside the Trust Account. ~~Holders~~In the event that a Business Combination does not close, the Company may use a portion of ~~Class A~~proceeds ~~ordinary~~held ~~shares~~outside ~~are~~the ~~entitled~~Trust Account to ~~one~~repay ~~vote~~the ~~for~~Working ~~each~~Capital Loans ~~share~~but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. AtExcept ~~September~~for ~~30,~~the ~~2020~~foregoing, the terms ~~there~~of ~~were~~such 5Working Capital Loans,~~102~~ if any,~~179~~ ~~Class A~~have ~~ordinary~~not ~~shares~~been ~~issued~~determined and ~~outstanding~~no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, ~~excluding~~at 72the lender’s discretion,~~542~~ up to $1,~~197~~500,000 of ~~Class A~~such ~~ordinary~~Working ~~shares~~Capital ~~subject~~Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to ~~possible~~the ~~redemption~~Placement Units. As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

~~Class B Ordinary~~Note ~~shares~~ 6 — Commitments The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At September 30, 2020, there were 19,411,094 Class B ordinary shares issued and ~~outstanding.~~ Contingencies

~~Holders of~~Risks ~~Class B ordinary shares will vote on the appointment of directors prior to the consummation of a Business Combination. Holders of Class A ordinary shares~~ and ~~Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.~~Uncertainties

~~The Class B~~Management ~~ordinary~~continues ~~shares~~to ~~will automatically convert into Class A ordinary shares at~~ evaluate the ~~time~~impact of athe ~~Business Combination on a one~~COVID-~~for-one~~19 ~~basis,~~pandemic ~~subject~~and tohas ~~adjustment.~~concluded ~~In the case~~ that ~~additional~~while ~~Class A~~it ~~ordinary~~is ~~shares,~~reasonably orpossible ~~equity-linked~~that ~~securities, are issued or deemed issued in excess of~~ the ~~amounts~~virus ~~offered~~could inhave ~~the Initial Public Offering and related to the closing of~~ a ~~Business Combination,~~negative ~~the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted~~effect ~~(unless~~on the ~~holders~~Company’s offinancial aposition, ~~majority~~results of ~~the~~its ~~outstanding~~operations ~~Class B ordinary shares agree to waive such adjustment with respect to any such issuance~~ and/or ~~deemed~~a ~~issuance)~~business socombination, ~~that~~ the ~~number~~specific ofimpact ~~Class A~~is ~~ordinary~~not ~~shares issuable upon conversion of all Class B~~readily ~~ordinary~~determinable ~~shares will equal, in the aggregate, on an~~ as~~-converted~~ ~~basis, 20%~~ of the ~~sum~~date of ~~all~~these ~~ordinary~~financial ~~shares~~statements. ~~outstanding~~The ~~upon the~~unaudited ~~completion~~condensed offinancial ~~the~~statements ~~Initial~~do ~~Public~~not ~~Offering~~include ~~and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding~~ any ~~shares or equity-linked securities~~adjustments ~~issued,~~that ormight toresult befrom ~~issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to~~ the ~~Sponsor~~outcome ~~or its affiliates upon conversion~~ of ~~loans~~this ~~made to the Company)~~uncertainty.

~~Warrants — Public~~Registration Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.Rights

~~The~~Pursuant to a registration ~~Company~~rights ~~will~~agreement ~~not~~entered into on August 25, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and warrants that may be ~~obligated~~issued toupon ~~deliver~~conversion of Working Capital Loans (and any Class A ordinary shares ~~pursuant~~issuable toupon the exercise of athe ~~warrant~~Placement Warrants and ~~will~~warrants ~~have no~~that ~~obligation~~may tobe ~~settle~~issued ~~such~~upon ~~warrant~~conversion ~~exercise~~of ~~unless~~Working aCapital Loans) are entitled to registration ~~statement~~rights to ~~under~~require the ~~Securities~~Company ~~Act~~to ~~with~~register ~~respect~~a tosale of any securities held by them (in the case of the Founder Shares, only after conversion to Class A ordinary shares). ~~underlying~~The ~~the~~holders ~~warrants~~of isthese ~~then~~securities ~~effective~~will ~~and~~be aentitled ~~prospectus~~to ~~relating~~make ~~thereto~~up isto ~~current~~three demands, ~~subject~~excluding toshort form demands, that the Company ~~satisfying~~ ~~its~~register ~~obligations~~such ~~with~~securities ~~respect~~for tosale ~~registration~~under the Securities Act. NoIn ~~warrant~~addition, these holders will behave ~~exercisable~~“piggy-back” registration ~~and~~rights to include such securities in other registration statements filed by the Company ~~will~~and ~~not~~rights beto ~~obligated~~require the Company to ~~issue~~register ~~any~~for ~~Class A~~resale ~~ordinary~~such ~~shares~~securities ~~upon~~pursuant ~~exercise~~to ofRule 415 aunder ~~warrant~~the ~~unless~~Securities Act. However, the ~~issuance~~registration ofrights agreement provides that the ~~shares~~Company ~~upon~~will ~~such~~not ~~exercise~~permit isany ~~registered or~~registration ~~qualified~~statement filed under the ~~securities~~Securities ~~laws~~Act to become effective until termination of the ~~state~~applicable oflock-up period. The Company will bear the ~~exercising~~expenses ~~holder,~~incurred orin anconnection ~~exemption~~with isthe ~~available~~filing of any such registration statements.

~~The Company~~Underwriting has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.Agreement

~~Redemption~~The underwriters were paid a cash underwriting discount of ~~warrants~~2.0% ~~when~~of the ~~price~~gross ~~per~~proceeds ~~Class A~~of ~~ordinary~~the ~~share~~Initial ~~equals~~Public Offering, or ~~exceeds~~ $1815,000,000 in the aggregate.~~00.~~ ~~Once~~In addition, the ~~Public~~representatives ~~Warrants~~of ~~become~~the ~~exercisable~~underwriters are entitled to a deferred fee of $30,284,626. The deferred fee will become payable to the representatives from the amounts held in the Trust Account solely in the event that the Company ~~may~~completes ~~redeem~~a Business Combination, subject to the ~~Public~~terms of ~~Warrants:~~the underwriting agreement.

~~● in whole and not in part;~~11

●FTAC atOLYMPUS aACQUISITION ~~price of $0~~CORP.~~01 per warrant;~~

●NOTES ~~upon~~TO ~~not~~CONDENSED ~~less~~FINANCIAL ~~than 30 days’ prior written notice of redemption to each warrant holder; and~~STATEMENTS

●MARCH if31, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders.2021

11(Unaudited)

~~FTAC OLYMPUS~~Reorganizing ~~ACQUISITION CORP.~~Agreement

~~NOTES~~On February 3, 2021, the Company entered into an Agreement and Plan TOof ~~CONDENSED~~Reorganization ~~FINANCIAL~~(the ~~STATEMENTS~~“Reorganization Agreement”) by and among the Company, New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”) and Payoneer Inc., a Delaware corporation (“Payoneer”, and together with us, New Starship and the Merger Subs, the “Parties”).

~~SEPTEMBER~~Pursuant to the Reorganization Agreement, the 30Parties have agreed that, ~~2020~~on the terms and subject to the conditions set forth therein, at the Closing (as defined in the Reorganization Agreement), (i) First Merger Sub will merge with and into the Company (the “FTOC Merger”), with the Company surviving as a direct wholly owned subsidiary of New Starship and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”) with Payoneer surviving as a direct wholly owned subsidiary of New Starship (the transactions contemplated by the Reorganization Agreement, the “Reorganization”).

~~(Unaudited)~~The Reorganization Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Reorganization Agreement.

~~If and~~Note ~~when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to~~7 — Shareholders’ ~~register or qualify the underlying securities for sale under all applicable state securities laws.~~Equity

~~Redemption~~Preference Shares — ofThe ~~warrants~~Company ~~for~~is ~~Class A~~authorized ~~Ordinary~~to ~~Shares~~issue ~~when~~5,000,000 ~~the~~preference ~~price~~shares ~~per~~with ~~Class A~~a ~~ordinary~~par value of $0.0001 per share ~~equals~~with orsuch ~~exceeds~~designations, ~~$10.00.~~voting ~~Commencing~~and ~~ninety~~other ~~days~~rights ~~after~~and ~~the~~preferences ~~warrants~~as ~~become~~may ~~exercisable,~~be determined from time to time by the Company’s ~~may~~board ~~redeem~~of ~~the~~directors. ~~Public~~At ~~Warrants:~~March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

●Class A inOrdinary shares — ~~whole~~The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021 and ~~not~~December in31, ~~part;~~2020, there were 10,981,497 and 10,076,606 Class A ordinary shares respectively issued and outstanding, excluding 66,662,879 and 67,567,770 Class A ordinary shares subject to possible redemption.

●Class B atOrdinary shares — ~~$0.10~~The ~~per~~Company ~~warrant~~is ~~upon~~authorized ato ~~minimum~~issue of50,000,000 30Class B ~~days’~~ordinary ~~prior~~shares ~~written~~with ~~notice~~a ofpar ~~redemption~~value ~~provided~~of ~~that~~$0.0001 ~~holders~~per share. ~~will~~Holders beof ~~able~~Class B toordinary ~~exercise~~shares ~~their~~are ~~warrants~~entitled ~~on a cashless basis prior~~ to ~~redemption~~one ~~and~~vote ~~receive~~for ~~that~~each ~~number~~share. ofAt ~~shares~~March ~~based~~31, on2021 ~~the redemption date~~ and ~~the~~December ~~“fair~~31, ~~market~~2020, ~~value”~~there were of19,411,094 ~~the~~ Class B A ordinary shares; issued and outstanding.

●Holders ~~if,~~of ~~and~~Class B ~~only~~ordinary shares ~~if,~~will ~~the~~vote ~~closing~~on ~~price~~the appointment of ~~the~~directors ~~Class~~prior Ato ~~ordinary~~the ~~shares~~consummation ~~equals~~of ora ~~exceeds~~Business ~~$10~~Combination.00 ~~per~~Holders ~~Public~~of ~~Share~~Class A ~~(as~~ordinary shares ~~adjusted~~and ~~for~~Class B ~~share~~ordinary ~~sub-divisions,~~shares ~~share~~will ~~dividends,~~vote ~~reorganizations,~~together ~~reclassifications,~~as ~~recapitalizations~~a ~~and~~single ~~the~~class ~~like)~~ on ~~the~~all ~~trading~~other ~~day~~matters ~~before~~submitted ~~the~~to ~~Company~~a ~~sends~~vote ~~the notice~~ of ~~redemption~~shareholders except toas ~~the~~required ~~warrant~~by ~~holders;~~law.

●The ifClass B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and ~~only~~related ifto the closing of a Business Combination, the ~~Placement~~ratio ~~Warrants~~at ~~are~~which ~~also~~Class B ordinary ~~concurrently~~shares ~~called~~shall ~~for~~convert ~~redemption~~into onClass A ordinary shares will be adjusted (unless the ~~same~~holders ~~terms~~of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares outstanding upon the completion of the Initial Public ~~Warrants~~Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, asor ~~described~~to ~~above;~~be issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

●Note if , and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.8 — Warrants

InWarrants — ~~addition,~~Public ifWarrants ~~(x) the~~may ~~Company~~only ~~issues~~be ~~additional~~exercised ~~Class A ordinary shares or equity-linked securities~~ for ~~capital raising purposes in connection with the closing of~~ a ~~Business~~whole ~~Combination~~number ~~at an issue price or effective issue price~~ of ~~less than $9~~shares.~~20 per~~ ~~ordinary~~No ~~share~~fractional ~~(with~~warrants ~~such~~will ~~issue price or effective issue price to~~ be ~~determined~~issued inupon ~~good~~separation ~~faith~~of by the ~~Company~~ Units and inonly ~~the~~whole ~~case of~~warrants ~~any~~will ~~such~~trade. ~~issuance~~The toPublic ~~the~~Warrants ~~Insiders~~will orbecome ~~their~~exercisable ~~affiliates,~~on ~~without taking into account any Founder Shares held by~~ the ~~Insiders or~~later ~~such~~of ~~affiliates, as applicable, prior to such issuance)~~ (~~the “Newly Issued Price”~~a), ~~(y)~~30 ~~the~~days ~~aggregate~~after ~~gross proceeds from such issuances represent more than 50% of~~ the ~~total equity proceeds, and interest thereon, available for the funding~~completion of a Business Combination onor ~~the date of the completion of a Business Combination~~ (~~net~~b) of12 ~~redemptions),~~months ~~and~~from ~~(z)~~ the ~~volume-weighted average~~closing ~~trading price~~ of the ~~Class A~~Initial ~~ordinary~~Public ~~shares~~Offering. ~~during~~The ~~the~~Public 20Warrants ~~trading~~will ~~day~~expire ~~period~~five ~~starting on the trading day prior to~~years ~~the~~after ~~day on which~~ the ~~Company~~completion ~~completes~~of a Business Combination ~~(such~~or ~~price,~~earlier ~~the~~upon ~~“Market~~redemption ~~Value”)~~or isliquidation. ~~below~~At ~~$9.20~~March ~~per share~~31, ~~the~~2021 ~~exercise~~and ~~price~~December of31, ~~the~~2020, ~~warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market~~there ~~Value~~were ~~and the Newly Issued Price~~25,881,458 ~~and~~warrants ~~the~~outstanding ~~$10.00 and $18.00 per share redemption trigger prices will be adjusted~~ (to25,158,125 ~~the~~Public ~~nearest cent)~~Warrants ~~to be equal to 100%~~ and ~~180% of the higher of the Market Value and the Newly Issued Price~~723,333 ~~respectively~~Placement Warrants).

The Company will not be obligated ~~Placement~~to ~~Warrants~~deliver ~~are~~any ~~identical~~Class A ordinary shares pursuant to the ~~Public~~exercise ~~Warrants~~of ~~underlying~~a ~~the~~warrant ~~Units~~and ~~sold~~will inhave ~~the~~no ~~Initial~~obligation ~~Public~~to ~~Offering,~~settle ~~except~~such ~~that~~warrant exercise unless a registration statement under the ~~Placement~~Securities ~~Warrants~~Act ~~and~~with respect to the Class A ordinary shares ~~issuable~~underlying ~~upon~~ the ~~exercise~~warrants ofis ~~the~~then effective ~~Placement~~and ~~Warrants~~a ~~will~~prospectus ~~not~~relating bethereto ~~transferable~~is current, ~~assignable~~ orsubject ~~salable~~to ~~until 30 days after~~ the ~~completion~~Company ofsatisfying aits ~~Business~~obligations ~~Combination,~~with ~~subject~~respect to ~~certain limited exceptions~~registration. ~~Additionally,~~No ~~the~~warrant ~~Placement Warrants~~ will be exercisable onand athe ~~cashless~~Company ~~basis~~will ~~and~~not be ~~non-redeemable~~obligated soto ~~long~~issue asany ~~they~~Class A ~~are~~ordinary ~~held~~shares ~~by the~~upon ~~initial~~exercise ~~purchasers~~of ora ~~their~~warrant unless ~~permitted~~the ~~transferees.~~issuance Ifof the ~~Placement~~shares ~~Warrants~~upon ~~are~~such ~~held~~exercise byis ~~someone~~registered ~~other than the initial purchasers~~ or ~~their~~qualified ~~permitted~~under ~~transferees,~~ the ~~Placement~~securities ~~Warrants~~laws ~~will~~of ~~be redeemable by~~ the ~~Company~~state ~~and~~of ~~exercisable by such holders on~~ the exercising ~~same~~holder, ~~basis~~or asan ~~the~~exemption ~~Public~~is ~~Warrants~~available.

~~Note 8 — Fair Value Measurements~~12

~~At September~~FTAC ~~30,~~OLYMPUS ~~2020,~~ACQUISITION ~~assets held in the Trust Account were comprised of $754,750,141 in money market funds which are invested primarily in U~~CORP.~~S. Treasury Securities.~~

~~The fair~~NOTES ~~value~~TO ofCONDENSED ~~the~~FINANCIAL Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:STATEMENTS

~~Level~~MARCH 1:31, Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.2021

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.(Unaudited)

~~Level~~The 3:Company ~~Unobservable~~has ~~inputs~~agreed ~~based~~that as onsoon ~~our~~as ~~assessment~~practicable, but in no event later than 15 business days after the closing of a Business Combination, the ~~assumptions~~Company ~~that~~will ~~market~~use its ~~participants~~best ~~would~~efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in ~~pricing~~accordance with the ~~asset~~provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or ~~liability~~another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

12Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

~~FTAC OLYMPUS~~● ~~ACQUISITION~~in ~~CORP~~whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is given to the warrant holders.

~~NOTES~~If and when the warrants TObecome ~~CONDENSED~~redeemable ~~FINANCIAL~~by ~~STATEMENTS~~the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~SEPTEMBER~~Redemption of warrants 30for Class A Ordinary Shares when the price per Class A ordinary share equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, ~~2020~~the Company may redeem the Public Warrants:

● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (~~Unaudited~~as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

~~The~~In addition, if (x) the ~~following~~Company ~~table~~issues ~~presents~~additional ~~information~~Class A ~~about~~ordinary ~~the~~shares ~~Company’s~~or ~~assets~~equity-linked ~~that~~securities ~~are~~for ~~measured~~capital atraising ~~fair~~purposes ~~value~~in onconnection with the closing of a ~~recurring~~Business ~~basis~~Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price ~~September~~or 30effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Insiders or their affiliates, without ~~2020~~taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and ~~indicates~~interest thereon, available for the ~~fair~~funding ~~value~~of ~~hierarchy~~a Business Combination on the date of the ~~valuation~~completion ~~inputs~~of a Business Combination (net of redemptions), and (z) the ~~Company~~volume-weighted ~~utilized~~average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to ~~determine~~the day on which the Company completes a Business Combination (such ~~fair~~price, the “Market ~~value:~~Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Description	Level	September 30, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	754,750,141

The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and, subject to limited exceptions, be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Note 9 — Subsequent Events~~13

~~The Company~~FTAC ~~evaluated~~OLYMPUS ~~subsequent~~ACQUISITION ~~events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued~~CORP. ~~Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.~~

13NOTES TO CONDENSED FINANCIAL STATEMENTS

~~ITEM~~MARCH 2.31, ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~2021

~~References in this report~~ (~~the “Quarterly Report”~~Unaudited) to “we,” “us” or the “Company” refer to FTAC Olympus Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to collectively the “Sponsor” refer to FTAC Olympus Sponsor, LLC and FTAC Olympus Advisors, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special~~ Note ~~Regarding~~9 — Fair ~~Forward-Looking Statements~~Value Measurements

~~This~~At ~~Quarterly~~March ~~Report includes “forward-looking statements” that are not historical facts~~31, ~~and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements~~2021, ~~other than statements of historical fact included in this Quarterly~~assets ~~Report~~held ~~including, without limitation, statements~~ in ~~this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding~~ the ~~Company’s~~Trust ~~financial~~Account ~~position,~~were ~~business~~comprised ~~strategy and the plans and objectives~~ of ~~management for future operations~~$754, ~~are forward-looking statements. Words such as “expect~~787,”779 ~~“believe,” “anticipate,”~~in ~~“intend,”~~money ~~“estimate,”~~market ~~“seek”~~funds ~~and~~which ~~variations and similar words and expressions~~ are ~~intended~~invested toprimarily identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. ~~Securities~~Treasury ~~and Exchange Commission (the “SEC”)~~Securities. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Overview~~The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

WeLevel ~~are~~1: aQuoted ~~blank~~prices ~~check~~in ~~company~~active ~~incorporated on~~markets ~~June~~for 2,identical ~~2020~~assets asor aliabilities. ~~Cayman~~An ~~Islands~~active ~~exempted~~market ~~company~~ for ~~the~~an ~~purpose~~asset ofor ~~effecting~~liability is a ~~merger,~~market ~~share~~in ~~exchange,~~which ~~asset~~transactions ~~acquisition, share~~for ~~purchase,~~the ~~reorganization~~asset or ~~similar~~liability ~~business~~occur ~~combination~~ with ~~one~~sufficient orfrequency ~~more~~and ~~businesses~~volume ~~or entities. We intend~~ to ~~effectuate our~~provide ~~initial~~pricing ~~business~~information ~~combination~~on ~~using~~an ~~cash~~ongoing ~~from the proceeds of this offering and the sale of the placement units, our shares, debt or a combination of cash, equity and debt~~basis.

WeLevel ~~expect~~2: toObservable ~~continue~~inputs toother ~~incur~~than ~~significant costs~~Level in1 ~~the~~inputs. ~~pursuit~~Examples of ~~our~~Level ~~acquisition~~2 ~~plans.~~inputs Weinclude ~~cannot~~quoted ~~assure~~prices ~~you~~in ~~that~~active ~~our~~markets ~~plans~~for tosimilar ~~complete~~assets aor ~~Business~~liabilities ~~Combination~~and ~~will~~quoted beprices ~~successful~~for identical assets or liabilities in markets that are not active.

~~Results~~Level 3: Unobservable inputs based on our assessment of ~~Operations~~the assumptions that market participants would use in pricing the asset or liability.

WeThe ~~have~~following ~~neither~~table ~~engaged~~presents information inabout ~~any~~the ~~operations nor~~Company’s ~~generated~~assets ~~any~~and ~~revenues~~liabilities tothat ~~date.~~are ~~Our~~measured ~~only~~at ~~activities~~fair ~~from~~value ~~inception~~on toa ~~September~~recurring ~~30,~~basis ~~2020~~at ~~were~~March ~~organizational activities~~31, ~~those~~2021 and ~~necessary~~December ~~to prepare for the Initial Public Offering~~31, ~~described~~2020 ~~below,~~ and, ~~after~~indicates the ~~Initial~~fair ~~Public~~value ~~Offering,~~hierarchy ~~identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion~~ of ~~our Business Combination. We generate non-operating income in~~ the ~~form~~valuation ofinputs ~~interest income on marketable securities held in~~ the ~~Trust~~Company ~~Account. We~~utilized ~~incur~~to ~~expenses~~determine assuch afair ~~result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.~~value:

For the three months ended September 30, 2020, we had a net loss of $84,913, which consisted of operating expenses of $91,294, offset by interest earned on investments held in the Trust Account of $6,381.

Description	Level		March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	754,787,779	$	754,769,167

Liabilities:
Warrant liabilities – Public Warrants		1	$	53,586,806	$	47,800,438
Warrant liabilities – Placement Warrants		3	$	1,540,699	$	1,374,333

~~For~~The ~~the~~Warrants ~~period~~were ~~from~~accounted for ~~June~~as 2,liabilities ~~2020~~in ~~(inception)~~accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities ~~through~~are ~~September~~measured ~~30,~~at ~~2020,~~fair wevalue ~~had~~at ainception ~~net~~and ~~loss~~on ofa ~~$89~~recurring basis,~~928,~~ ~~which~~with ~~consisted~~changes ofin ~~operating~~fair ~~expenses~~value ofpresented ~~$96,309,~~within ~~offset~~change byin ~~interest earned~~fair onvalue ~~investments~~of warrant ~~held~~liabilities in the ~~Trust~~consolidated ~~Account~~statement of ~~$6,381~~operations.

~~Liquidity~~The Placement Warrants were initially valued using a binomial /lattice model. The Placement Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The binomial / lattice model’s primary unobservable input utilized in determining the fair value of the Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from the historical volatilities of comparable companies for a potential merger target as represented by firms in the Russell 3000 Index. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2020 and ~~Capital~~March ~~Resources~~31, 2021, the closing price of the Public Warrants was used to estimate the fair value of the Placement Warrants as of each relevant date. A binomial / lattice model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Placement Warrants. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2020 and March 31, 2021, the closing price of the Public Warrants was used as the fair value as of each relevant date.

~~Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and loans from our Sponsor.~~14

OnFTAC ~~August~~OLYMPUS ~~28,~~ACQUISITION ~~2020, we consummated the Initial Public Offering of 75,000,000 Units, at a price of $10~~CORP.00 per Unit, generating gross proceeds of $750,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,170,000 Placement Units to our Sponsor at a price of $10.00 per unit, generating gross proceeds of $21,170,000.

14NOTES TO CONDENSED FINANCIAL STATEMENTS

OnMARCH ~~September 23~~31, 2020, the underwriters exercised their over-allotment option in part, resulting in an additional 474,376 Units issued for total gross proceeds of $4,743,760. A total of $4,743,760 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $754,743,760.2021

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Placement Units, a total of $754,743,760 was placed in the Trust Account. We incurred $45,956,853 in transaction costs, including $15,000,000 of underwriting fees, $30,284,626 of deferred underwriting fees and $672,227 of other offering costs in connection with the Initial Public Offering and the sale of the Placement Units.(Unaudited)

~~For~~The ~~the~~following ~~period~~table ~~from June 2, 2020 (inception)~~presents ~~through~~the ~~September~~changes ~~30, 2020, net cash used~~ in ~~operating activities was $426,526. Net loss of $89,928 was impacted by interest earned on investments of $6,381 and formation expenses paid by~~ the ~~Sponsor~~fair ofvalue ~~$5,000. Changes in operating assets and liabilities used $335,217~~ of ~~cash~~warrant ~~from operating activities.~~liabilities:

At September 30, 2020, we had investments held in the Trust Account of $754,750,141. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	1,374,333	$	47,800,438	$	49,174,771
Change in valuation inputs or other assumptions		166,366		5,786,368		5,952,734
Fair value as of March 31, 2021	$	1,540,699	$	53,586,806	$	55,127,505

AtTransfers ~~September~~to/from 30Levels 1, ~~2020,~~2 weand ~~had~~3 ~~cash~~are ofrecognized ~~$5,621,247 held~~at ~~outside~~the end of the ~~Trust~~reporting ~~Account~~period. WeThere ~~intend~~were tono ~~use~~transfers ~~the~~between ~~funds~~levels ~~held~~for ~~outside~~ the ~~Trust~~period ~~Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and~~ from ~~the~~December ~~offices~~31, ~~properties~~ or2020 ~~similar~~through ~~locations~~March ~~of prospective target businesses or their representatives or owners~~31, ~~review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination~~2021.

InNote order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10~~.00 per~~ — Subsequent ~~unit at the option of the lender.~~Events

WeThe doCompany ~~not~~evaluated ~~believe we will need to raise~~subsequent ~~additional~~events ~~funds~~and intransactions ~~order~~that tooccurred ~~meet~~after the ~~expenditures~~balance ~~required~~sheet ~~for~~date ~~operating~~up ~~our~~to ~~business. However, if our estimate of~~ the ~~costs~~date ~~of identifying~~that ~~a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than~~ the ~~actual~~unaudited ~~amount~~condensed ~~necessary~~financial tostatements ~~do so, we may have insufficient funds available to operate our business prior to our Business~~were ~~Combination~~issued. ~~Moreover,~~Based ~~we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares~~ upon ~~consummation~~this ~~of our Business Combination~~review, inthe ~~which~~Company ~~case~~did wenot ~~may issue~~identify ~~additional~~any ~~securities~~subsequent orevents ~~incur~~that ~~debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we~~ would ~~only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not~~ have ~~sufficient~~required ~~funds~~adjustment ~~available~~or todisclosure ~~us, we will be forced to cease operations~~in ~~and liquidate~~ the ~~Trust~~unaudited ~~Account.~~condensed Infinancial ~~addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations~~statements.

~~Off-Balance Sheet Financing Arrangements~~15

WeITEM ~~have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020~~2. WeMANAGEMENT’S doDISCUSSION ~~not~~AND ~~participate~~ANALYSIS inOF ~~transactions~~FINANCIAL ~~that~~CONDITION ~~create relationships~~AND ~~with~~RESULTS ~~unconsolidated~~OF entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.OPERATIONS

~~Contractual~~References ~~Obligations~~in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to FTAC Olympus Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to collectively the “Sponsor” refer to FTAC Olympus Sponsor, LLC and FTAC Olympus Advisors, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

WeSpecial doNote ~~not~~Regarding ~~have any long~~Forward-~~term~~Looking ~~debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.~~Statements

WeThis ~~entered~~Quarterly ~~into~~Report anincludes ~~agreement~~“forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to ~~pay~~differ anmaterially ~~affiliate~~from those expected and projected. All statements, other than statements of ~~our~~historical ~~Sponsor~~fact aincluded ~~monthly~~in ~~fee~~this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of ~~$25~~Financial Condition and Results of Operations” regarding the Company’s financial position,~~000~~ business strategy and the plans and objectives of management for ~~office~~future ~~space~~operations, are ~~administrative~~forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and ~~shared~~variations ~~personnel~~and ~~support~~similar ~~services~~words and expressions are intended to ~~the~~identify such forward-looking ~~Company~~statements. WeSuch ~~began~~forward-looking ~~incurring~~statements ~~these~~relate ~~fees~~to future events or future performance, but reflect management’s current beliefs, based on ~~August~~information 25currently available. A number of factors could cause actual events, ~~2020~~performance or results to differ materially from the events, performance and ~~will~~results ~~continue~~discussed in the forward-looking statements. For information identifying important factors that could cause actual results to ~~incur~~differ ~~these~~materially ~~fees~~from onthose aanticipated ~~monthly~~in ~~basis~~the ~~until~~forward-looking statements, please refer to the ~~earlier~~Risk Factors section of the ~~completion~~Company’s ofAnnual Report on Form 10-K/A filed with the ~~Business~~U.S. ~~Combination~~Securities and Exchange Commission (the “SEC”). The Company’s ~~liquidation~~securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We have an agreement to pay the representatives of the underwriters a deferred fee of $30,284,626, which will become payable to them from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Overview

15We are a blank check company incorporated on June 2, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the placement units, our shares, debt or a combination of cash, equity and debt.

~~Pursuant~~We toexpect a registration rights agreement entered into on August 25, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to ~~registration rights~~continue to ~~require~~incur ussignificant ~~to register a sale of any securities held by them (~~costs in the ~~case~~pursuit of ~~the~~our ~~Founder~~acquisition ~~Shares, only after conversion to Class A ordinary shares)~~plans. ~~The~~We ~~holders~~cannot ofassure ~~these~~you ~~securities will be entitled to make up to three demands, excluding short form demands,~~ that weour ~~register~~plans ~~such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights~~ to ~~include~~complete ~~such~~a ~~securities~~Business inCombination other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will ~~not~~be ~~permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period~~successful. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Critical~~Recent ~~Accounting Policies~~Developments

~~The~~On ~~preparation~~February of3, ~~condensed~~2021, ~~financial statements~~we ~~and~~entered ~~related~~into ~~disclosures~~an inAgreement ~~conformity~~and ~~with~~Plan ~~accounting~~of ~~principles~~Reorganization (the ~~generally~~“Reorganization ~~accepted~~Agreement”) inby ~~the~~and ~~United~~among ~~States~~us, ofNew ~~America requires~~Starship ~~management~~Parent toInc., ~~make~~a ~~estimates~~Delaware ~~and~~corporation ~~assumptions~~(“New ~~that~~Starship”), Starship ~~affect~~Merger ~~the~~Sub ~~reported~~I ~~amounts~~Inc., ofa ~~assets~~Delaware corporation and ~~liabilities~~a direct, ~~disclosure~~wholly-owned subsidiary of New Starship (“First Merger Sub”), ~~contingent~~Starship ~~assets~~Merger Sub II Inc., a Delaware corporation and ~~liabilities~~a atdirect, ~~the~~wholly-owned ~~date~~subsidiary of ~~the~~New ~~financial~~Starship ~~statements,~~(“Second Merger Sub” and, ~~income~~together ~~and~~with ~~expenses~~First ~~during~~Merger Sub, the ~~periods~~“Merger ~~reported~~Subs”) and Payoneer Inc. ~~Actual~~, ~~results~~a ~~could~~Delaware ~~materially~~corporation ~~differ~~(“Payoneer”, and ~~from~~together ~~those~~with ~~estimates.~~us, WeNew ~~have~~Starship ~~identified~~and the ~~following~~Merger ~~critical~~Subs, ~~accounting~~the ~~policies:~~“Parties”).

~~Ordinary~~Pursuant ~~Shares~~to ~~Subject~~the Reorganization Agreement, the Parties have agreed that, on the terms and subject to ~~Possible~~the conditions set forth therein, at the Closing (as defined in the Reorganization Agreement), (i) First Merger ~~Redemption~~Sub will merge with and into the Company (the “FTOC Merger”), with the Company surviving as a direct wholly owned subsidiary of New Starship and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”) with Payoneer surviving as a direct wholly owned subsidiary of New Starship (the transactions contemplated by the Reorganization Agreement, the “Reorganization”).

WeResults account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our condensed balance sheet.Operations

~~Net~~We ~~Income~~have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to March 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination and the potential acquisition, as more fully described above. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (~~Loss~~for legal, financial reporting, accounting and auditing compliance), ~~Per~~as ~~Ordinary~~well ~~Share~~as for due diligence expenses in connection with completing a Business Combination.

WeFor ~~apply~~ the ~~two-class~~three ~~method~~months inended ~~calculating earnings~~March ~~per~~31, ~~share. Net income per ordinary share~~2021, ~~basic and diluted for Class A redeemable ordinary shares is calculated by dividing~~we ~~the~~had ~~interest~~a ~~income~~net ~~earned~~loss onof ~~the~~$9,048,908, ~~Trust~~which ~~Account~~consisted byof ~~the~~operating ~~weighted~~expenses ~~average number~~ of ~~Class A redeemable ordinary shares outstanding since original issuance. Net loss per common share~~$3,114,786 ~~basic~~ and ~~diluted~~a ~~for~~change ~~Class~~in Bfair ~~non-redeemable~~value ~~ordinary~~of ~~shares~~the iswarrant ~~calculated~~liability byof ~~dividing the net income (loss)~~$5,952,734, ~~less~~offset ~~income~~by ~~attributable~~interest toearned ~~Class~~on Ainvestments ~~redeemable~~held ~~ordinary~~in ~~shares, by~~ the ~~weighted~~Trust ~~average~~Account ~~number~~ of ~~Class B non-redeemable ordinary shares outstanding for the periods presented~~$18,612.

~~Recent~~Liquidity ~~Accounting~~and ~~Standards~~Capital Resources

~~Management~~Until ~~does~~the ~~not~~consummation ~~believe~~of ~~that~~the ~~any~~Initial ~~recently issued~~Public Offering, the ~~but~~Company’s ~~not~~only ~~yet~~source ~~effective,~~of ~~accounting~~liquidity ~~standards,~~was ifan ~~currently~~initial ~~adopted,~~purchase ~~would~~of ~~have~~Class aB ~~material~~ordinary ~~effect~~shares onby our ~~unaudited~~Sponsor ~~condensed financial~~and ~~statements~~loans from our Sponsor.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~16

WeOn ~~are~~August a28, ~~smaller~~2020, ~~reporting~~we ~~company~~consummated asthe ~~defined~~Initial byPublic ~~Rule~~Offering ~~12b-2~~of 75,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $750,000,000. Simultaneously with the closing ~~Exchange~~of ~~Act~~the ~~and~~Initial ~~are~~Public ~~not~~Offering, ~~required~~we consummated the sale of an aggregate of 2,170,000 Placement Units to ~~provide~~our ~~the~~Sponsor ~~information~~at ~~otherwise~~a ~~required~~price of ~~under~~$10.00 ~~this~~per ~~item~~unit, generating gross proceeds of $21,170,000.

~~ITEM~~On September 23, 2020, the underwriters exercised their over-allotment option in part, resulting in an additional 474,376 Units issued for total gross proceeds of $4,743,760. ~~CONTROLS~~A ~~AND~~total ~~PROCEDURES~~of $4,743,760 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $754,743,760.

~~Disclosure~~Following ~~controls~~the ~~and~~Initial ~~procedures~~Public ~~are controls~~Offering, ~~and~~the ~~other~~exercise of ~~procedures~~the ~~that~~over-allotment ~~are~~option ~~designed~~and tothe ~~ensure~~sale ~~that~~of ~~information~~the ~~required~~Placement toUnits, bea ~~disclosed~~total inof ~~our~~$754,743,760 ~~reports~~was ~~filed~~placed orin ~~submitted under~~ the ~~Exchange~~Trust ~~Act~~Account. isWe ~~recorded~~incurred $45, ~~processed~~956,853 ~~summarized and reported within the time periods specified~~ in ~~the~~transaction ~~SEC’s~~costs, ~~rules and~~including ~~forms.~~$15,000,000 ~~Disclosure~~of ~~controls~~underwriting ~~and procedures include~~fees, ~~without limitation~~$30,284,626 ~~controls~~of ~~and~~deferred ~~procedures~~underwriting ~~designed~~fees toand ~~ensure~~$672,227 ~~that information~~of ~~required~~other tooffering becosts ~~disclosed~~ in ~~our~~connection ~~reports~~with ~~filed or submitted under~~ the ~~Exchange~~Initial ~~Act~~Public isOffering ~~accumulated~~ and ~~communicated~~the tosale ~~our~~of ~~management, including~~the ~~our~~Placement ~~Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure~~Units.

~~Evaluation~~For the three months ended March 31, 2021, net cash used in operating activities was $1,099,214. Net loss of ~~Disclosure~~$9,048,908 ~~Controls~~was impacted by interest earned on investments of $18,612 and ~~Procedures~~a change in fair value of the warrant liability of $5,952,734. Changes in operating assets and liabilities used $2,015,572 of cash from operating activities.

AsAt ~~required~~March by31, ~~Rules~~2021 ~~13a-15~~ and ~~15d-15~~December 31, 2020, we had ~~under~~investments ~~the~~held ~~Exchange~~in ~~Act,~~the ~~our~~Trust ~~Chief~~Account ~~Executive~~of ~~Officer~~$754,787,779 and ~~Chief~~$754,769,167, ~~Financial~~respectively. ~~Officer~~We ~~carried~~intend ~~out~~to anuse ~~evaluation~~substantially all of the ~~effectiveness~~funds ofheld in the ~~design~~Trust ~~and~~Account, ~~operation~~including ofany ~~our~~amounts ~~disclosure~~representing ~~controls~~interest earned on the Trust Account (less taxes payable (if applicable) and ~~procedures~~deferred asunderwriting ofcommissions) ~~September~~to ~~30,~~complete ~~2020~~our Business Combination. ~~Based~~To ~~upon~~the ~~their~~extent ~~evaluation,~~that our ~~Chief~~ ~~Executive~~shares ~~Officer~~or ~~and~~debt ~~Chief~~is ~~Financial~~used, ~~Officer~~in ~~concluded~~whole ~~that~~or in part, as consideration to complete our ~~disclosure~~Business ~~controls~~Combination, ~~and~~the ~~procedures~~remaining ~~(as~~proceeds ~~defined~~held in ~~Rules~~the Trust Account will be used as working ~~13a-15~~capital ~~(e)~~to ~~and~~finance ~~15d-15~~the ~~(e)~~operations ~~under~~of the ~~Exchange~~post-Business ~~Act)~~Combination ~~were~~entity, ~~effective~~make other acquisitions and pursue our growth strategies.

~~Changes~~At inMarch ~~Internal~~31, ~~Control~~2021 ~~Over~~and ~~Financial~~December 31, 2020, we had ~~Reporting~~cash of $4,003,154 and $5,102,368 respectively, held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

~~During~~In ~~the~~order ~~most~~to ~~recently~~fund ~~completed~~working ~~fiscal~~capital deficiencies ~~quarter~~or finance transaction costs in connection with a Business Combination, ~~there~~our ~~has~~Sponsor ~~been~~or noan ~~change~~affiliate inof our ~~internal~~Sponsor ~~control~~or ~~over~~certain ~~financial~~of ~~reporting~~our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that ~~has~~a ~~materially~~Business ~~affected~~Combination does not close, orwe ismay ~~reasonably~~use a portion of the working capital held outside the ~~likely~~Trust Account to ~~materially~~repay ~~affect,~~such loaned amounts but no proceeds from our ~~internal~~Trust ~~control~~Account ~~over~~would ~~financial~~be ~~reporting~~used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

16We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~PART II~~ Off-Balance ~~OTHER~~Sheet ~~INFORMATION~~Financing Arrangements

~~ITEM~~We 1have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021. ~~LEGAL~~We ~~PROCEEDINGS~~do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~None.~~Contractual Obligations

~~ITEM~~We 1Ado not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor or an affiliate of the sponsor a monthly fee of $25,000 for office space, administrative and shared personnel support services. ~~RISK~~We ~~FACTORS~~began incurring these fees on August 26, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination or the Company’s liquidation.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.17

~~The~~Pursuant ~~proceeds~~to ~~held~~a inregistration ~~the~~rights ~~trust~~agreement ~~account~~entered ~~will~~into beon ~~invested~~August ~~only~~25, in2020, ~~U.S.~~the ~~government~~holders ~~treasury~~of ~~obligations~~the ~~with~~Founder aShares, ~~maturity~~Placement ofUnits ~~185~~(including ~~days~~securities orcontained ~~less~~therein) orand inwarrants ~~money~~that may ~~market~~be ~~funds~~issued ~~meeting certain~~upon ~~conditions~~conversion ~~under~~of ~~Rule~~Working ~~2a-7~~Capital ~~under~~Loans ~~the~~(and ~~Investment~~any ~~Company~~Class A ~~Act,~~ordinary ~~which~~shares ~~invest~~issuable ~~only~~upon inthe ~~direct~~exercise ~~U.S.~~of ~~government~~the ~~treasury obligations.~~Placement ~~While~~Warrants ~~short-term~~and ~~U.S.~~warrants ~~government~~that ~~treasury~~may ~~obligations~~be ~~currently~~issued ~~yield~~upon aconversion ~~positive rate~~ of ~~interest,~~Working ~~they~~Capital ~~have~~Loans) ~~briefly~~are ~~yielded~~entitled ~~negative interest~~to ~~rates~~registration inrights ~~recent~~to ~~years.~~require ~~Central~~us ~~banks~~to register ina ~~Europe~~sale ~~and~~of ~~Japan~~any ~~pursued~~securities ~~interest~~held ~~rates~~by ~~below~~them ~~zero~~ (in ~~recent~~the ~~years,~~case ~~and~~of the ~~Open Market~~Founder ~~Committee~~Shares, ofonly ~~the~~after ~~Federal~~conversion ~~Reserve~~to ~~has~~Class A ~~not~~ordinary ~~ruled~~shares). The ~~out~~holders ~~the~~of ~~possibility~~these ~~that~~securities itwill ~~may~~be inentitled ~~the~~to ~~future~~make ~~adopt~~up ~~similar~~to ~~policies~~three indemands, ~~the United~~excluding ~~States.~~short Inform ~~the~~demands, ~~event~~ that we ~~are~~register ~~unable~~such tosecurities for ~~complete~~sale ~~our~~under ~~initial~~the ~~business~~Securities ~~combination~~Act. orIn ~~make~~addition, ~~certain~~these ~~amendments~~holders towill ~~our~~have ~~amended and~~“piggy-back” ~~restated~~registration ~~memorandum~~rights ~~and~~to ~~articles~~include ofsuch ~~association,~~securities in ~~our~~other ~~public~~registration ~~shareholders~~statements ~~are~~filed ~~entitled~~by tous ~~receive~~and ~~their~~rights ~~pro-rata~~to ~~share~~require ofus ~~the proceeds~~to ~~held~~register infor ~~the~~resale ~~trust~~such ~~account,~~securities ~~plus~~pursuant ~~any~~to ~~interest~~Rule 415 under ~~income,~~the ~~net~~Securities ofAct. ~~income~~However, ~~taxes~~the ~~paid~~registration orrights ~~payable~~agreement ~~(less,~~provides inthat ~~the case~~ we ~~are~~will ~~unable to~~not ~~complete~~permit ~~our~~any ~~initial~~registration ~~business~~statement ~~combination,~~filed under ~~$100,000~~the ofSecurities ~~interest~~Act to ~~pay~~become ~~dissolution~~effective ~~expenses).~~until ~~Negative~~termination ~~interest rates could reduce the value~~ of the ~~assets~~applicable ~~held~~lock-up period. inWe ~~trust~~will ~~such~~bear ~~that~~ the ~~per-share~~expenses ~~redemption~~incurred in ~~amount~~connection ~~received~~with bythe ~~public~~filing ~~shareholders~~of ~~may~~any besuch ~~less than~~registration ~~$10~~statements.~~00 per share.~~

~~ITEM~~Citigroup 2Global Markets Inc. ~~UNREGISTERED~~and ~~SALES~~Cantor OFFitzgerald & ~~EQUITY~~Co., ~~SECURITIES~~as ~~AND~~representatives ~~USE~~of OFthe ~~PROCEEDS~~several underwriters, are entitled to a deferred fee of $30,284,626. The deferred fee will become payable to the representatives from the amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

OnCritical ~~August~~Accounting 28, 2020, we consummated our Initial Public Offering of 75,000,000 Units, On September 23, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, we sold an additional 474,376 Units. The Units sold were sold at an offering price of $10.00 per unit, generating total gross proceeds of $754,743,760. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. acted as joint book running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-241831). The SEC declared the registration statement effective on August 25, 2020.Policies

~~Simultaneously~~The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the ~~consummation~~United States of America requires management ~~the~~to ~~Initial~~make ~~Public~~estimates ~~Offering,~~and weassumptions ~~consummated~~that aaffect ~~private~~the ~~placement~~reported amounts of 2assets and liabilities,~~170,000~~ ~~Placement~~disclosure ~~Units~~of tocontingent ~~our~~assets ~~Sponsor~~and liabilities at athe ~~price~~date of ~~$10.00 per~~the ~~Placement~~financial ~~Unit~~statements, ~~generating~~and ~~total~~income ~~proceeds~~and ofexpenses ~~$21,700,000.~~during ~~Such~~the ~~securities~~periods ~~were~~reported. ~~issued~~Actual ~~pursuant~~results tocould ~~the~~materially ~~exemption~~differ from ~~registration~~ ~~contained~~those inestimates. ~~Section~~We ~~4(a)(2)~~have ofidentified the ~~Securities~~following ~~Act.~~critical accounting policies:

~~The~~Warrant Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.Liabilities

OfThe Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the ~~gross~~warrant’s ~~proceeds~~specific ~~received~~terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants ~~Initial~~are ~~Public~~freestanding ~~Offering~~financial instruments pursuant to ASC 480, meet the ~~partial~~definition ~~exercise~~of a liability pursuant to ASC 480, and whether the warrants meet all of the ~~over-allotment~~requirements ~~option~~for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the ~~Placement~~warrant ~~Units~~holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, ~~$754~~among other conditions for equity classification. This assessment,~~743,760~~ ~~was~~which ~~placed~~requires inthe use of professional judgment, is conducted at the ~~Trust~~time ~~Account~~of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

WeFor issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a ~~total~~derivative liability at their initial fair value on the date of ~~$15~~issuance,~~000,000~~ and each balance sheet date thereafter. Changes in ~~underwriting~~the estimated fair value ~~discounts~~of ~~and~~the ~~commissions~~warrants ~~and~~are ~~$672~~recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was initially measured using a binomial / lattice model with subsequent periods measured at the trading price,~~227~~ ~~for~~whereas ~~other~~the ~~costs~~Private Placement Warrants were initially and ~~expenses~~subsequently ~~related~~measured tousing the ~~Initial~~Black-Scholes ~~Public~~Option ~~Offering~~Pricing Model. (see Note 8). In ~~addition,~~accordance ~~the~~with ~~underwriters~~ASC 825-10 “Financial ~~agreed~~Instruments”, offering costs attributable to ~~defer~~the ~~$30,284,626~~issuance of the derivative warrant liabilities are recognized in ~~underwriting~~the ~~discounts~~statement of ~~and~~operations ~~commissions~~as incurred.

~~For~~One aof ~~description~~the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the ~~use~~fair value of the ~~proceeds~~warrant liability. Such estimates may be subject ~~generated~~to inchange ~~our~~as ~~Initial~~more ~~Public~~current ~~Offering,~~information ~~see~~becomes ~~Part~~available I,and ~~Item~~accordingly 2the ofactual ~~this~~results ~~Quarterly~~could ~~Report~~differ significantly from those estimates.

~~ITEM~~Ordinary 3.Shares ~~DEFAULTS~~Subject ~~UPON~~to ~~SENIOR~~Possible ~~SECURITIES.~~Redemption

~~None~~We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our condensed balance sheet.

~~ITEM~~Net 4.Income ~~MINE~~(Loss) ~~SAFETY~~Per ~~DISCLOSURES.~~Ordinary Share

~~Not~~We ~~applicable~~apply the two-class method in calculating earnings per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per common share, basic and diluted for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the periods presented.

1718

~~ITEM~~Recent 5.Accounting ~~OTHER INFORMATION.~~Standards

~~None~~In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~ITEM~~Management 6.does ~~EXHIBITS~~not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~The~~ITEM ~~following~~3. ~~exhibits~~QUANTITATIVE ~~are~~AND ~~filed~~QUALITATIVE asDISCLOSURES ~~part of,~~ABOUT orMARKET ~~incorporated by reference into, this Quarterly Report on Form 10-Q.~~RISK

No.		Description of Exhibit
1.1		Underwriting Agreement, dated August 25, 2020, among the Company and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. (1)
3.1		Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on August 25, 2020. (1)
4.1		Warrant Agreement, dated August 25, 2020, between Continental Stock Transfer & Trust Company and the Company. (1)
10.1		Letter Agreement, dated August 25, 2020, by and among the Company and certain security holders, officers and directors of the Company. (1)
10.2		Investment Management Trust Agreement, dated August 25, 2020, between Continental Stock Transfer & Trust Company and the Company. (1)
10.3		Registration Rights Agreement, dated August 25, 2020, between the Company and certain security holders of the Company. (1)
10.4		Placement Unit Subscription Agreement, dated August 25, 2020, between the Company and FTAC Olympus Sponsor, LLC. (1)
10.5		Administrative Services Agreement, dated August 25, 2020, between the Company and FTAC Olympus Sponsor, LLC. (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

*	Filed herewith.
**	Furnished.
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on August 31, 2020 and incorporated by reference herein.

ITEM 4.

CONTROLS AND PROCEDURES

18Evaluation of Disclosure Controls and Procedures

~~SIGNATURES~~Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation and in light of the SEC Staff Statement, our Certifying Officers concluded that, solely due to the Company’s misapplication of the accounting for the Company’s warrants as liabilities, our disclosure controls and procedures were not effective as of March 31, 2021.

~~Pursuant~~We todo ~~the~~not ~~requirements~~expect that our disclosure controls and procedures will prevent all errors and all instances of ~~the~~fraud. ~~Securities~~Disclosure controls and procedures, no matter how well conceived and operated, can provide only ~~Exchange~~reasonable, ~~Act~~not absolute, assurance that the objectives of ~~1934~~the disclosure controls and procedures are met. Further, the ~~registrant~~design ~~has~~of ~~duly~~disclosure controls ~~caused~~and ~~this~~procedures ~~report~~must toreflect the fact that there are resource constraints, and the benefits must be ~~signed~~considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on ~~its~~certain ~~behalf~~assumptions byabout the ~~undersigned~~likelihood of future events, ~~thereunto~~and ~~duly~~there can be no assurance ~~authorized~~that any design will succeed in achieving its stated goals under all potential future conditions.

	FTAC OLYMPUS ACQUISITION CORP.
Date: November 13, 2020		/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)
Date: November 13, 2020		/s/ Douglas Listman
	Name:	Douglas Listman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Restatement of Previously Issued Financial Statements

19On May 5, 2021, we revised our prior position on accounting for warrants and concluded that our previously issued financial statements as of and for the period from June 2, 2020 (inception) through December 31, 2020; as of August 28, 2020; and as of and for the period ended September 30, 2020 should not be relied on because of a misapplication in the guidance on warrant accounting. However, the non-cash adjustments to the financial statements did not impact the amounts previously reported for our cash, cash and marketable securities held in our trust account, total assets, revenue or cash flows.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements described above had not yet been identified. In light of the restatement of our financial statements described above, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 7, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 7, 2021.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On August 28, 2020, we consummated our Initial Public Offering of 75,000,000 Units, On September 23, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, we sold an additional 474,376 Units. The Units sold were sold at an offering price of $10.00 per unit, generating total gross proceeds of $754,743,760. Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share, and one-third of one redeemable warrant of the Company. Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. acted as joint book running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-241831). The SEC declared the registration statement effective on August 25, 2020.

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 2,170,000 Placement Units to our Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $21,700,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are, subject to limited exceptions, non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Of the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Placement Units, $754,743,760 was placed in the Trust Account.

We paid a total of $15,000,000 in underwriting discounts and commissions and $672,227 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $30,284,626 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Furnished.

SIGNATURES

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, thereunto duly authorized.

	FTAC OLYMPUS ACQUISITION CORP.

Date: May 21, 2021		/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)

Date: May 21, 2021		/s/ Douglas Listman
	Name:	Douglas Listman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Filing Compare · FTAC Olympus Acquisition Corp.