FTOC SEC filings, in plain English
Everything FTAC Olympus Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 21 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: FTOC and Payoneer executed Amendment No. 3 to their merger agreement on June 22, 2021, the third amendment since the original February 3, 2021 agreement. The amendment primarily restructures the tax treatment of the transactions to qualify the combined mergers as a Section 351 contribution rather than a reorganization, and refines definitions of 'Pro Rata Share' and 'Rollover Holders' to include holders of exercised warrants and certain vested RSUs. Why it matters: The tax recharacterization from a reorganization to a Section 351 exchange could affect tax consequences for Payoneer stockholders and SPAC shareholders, while the expanded Rollover Holder definition may impact which equity holders participate in the rollover. This is the third amendment in four months, indicating active deal structuring negotiations ahead of closing.
What changed: FTOC filed supplemental disclosures on June 21, 2021, two days before the June 23 stockholder vote on the Payoneer business combination, to settle demands from three stockholder plaintiffs (McCue, Jeram, Rosenbaum) who alleged the proxy omitted material information. The supplemental disclosures are minimal: (1) Citigroup and Goldman Sachs will receive contingent advisory/PIPE placement agent fees, and (2) the board considered comparable company multiples already shown on slide 39 of the February 3 investor presentation. Why it matters: This is a routine pre-vote moot settlement that removes litigation risk ahead of the June 23 meeting without changing deal economics, trust value, or redemption terms. The disclosures add no new material financial information and the deal remains on track to close shortly after the vote.
What changed: FTOC filed supplemental disclosures on June 21, 2021, two days before the June 23 special meeting, in response to two stockholder demand letters and a lawsuit filed June 8 by Naftali Rosenbaum seeking to enjoin the Payoneer merger. The supplements clarify that Citigroup and Goldman Sachs will receive contingent advisory/PIPE placement fees and that the board considered comparable company multiples from the February 3 investor presentation. Why it matters: The litigation and demand letters created last-minute deal risk ahead of the shareholder vote, but FTOC resolved them by providing voluntary supplemental disclosures without admitting liability, clearing the path for the June 23 meeting. The supplements are minor and do not change deal economics or trust value.
What changed: On June 1, 2021 FTOC set June 23, 2021 at 9:00 a.m. New York time as the date of the virtual extraordinary general meeting to approve the Payoneer reorganization as amended on February 16 and May 10, 2021, with a May 19, 2021 record date and the definitive proxy statement/prospectus filed June 1, 2021. Why it matters: This fixes the vote date and therefore the redemption deadline — the last moment an FTOC holder can take the trust value instead of Payoneer stock.
What changed: FTAC Olympus Acquisition Corp. issued definitive merger materials, serving as its proxy statement and as the prospectus of New Starship Parent Inc., for the Agreement and Plan of Reorganization dated February 3, 2021 as amended on February 16, 2021 and on May 10, 2021. First Merger Sub merges into FTOC and Second Merger Sub then merges into Payoneer Inc., leaving both as direct wholly owned subsidiaries of New Payoneer, which is renamed Payoneer Global Inc. The document covers 371,937,452 shares, 25,158,125 warrants and the shares underlying them. Why it matters: The split is stated outright: 95,114,361 shares of New Payoneer common stock go to holders of FTOC Class A ordinary shares and the Class B ordinary shares that convert into Class A on a business combination, while 276,823,091 shares go to Payoneer's stockholders. FTOC's entire shareholder base, sponsor included, therefore takes roughly a quarter of the registered shares. The 25,158,125 warrants are FTOC warrants converting into New Payoneer public warrants, and the shares underlying them are registered on top.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- no earlier filing$325.0M
- Outside date
- no earlier filing2021-11-03
SpacBrain reads this as the min-cash condition binds at $325,000,000.
The clause …“under the 39 Table of Contents Reorganization Agreement are subject to having at least $325.0 million Minimum Cash Amount (as such term is defined in the Reorganization Agreement). Furthermore, FTAC Olympus Acquisition Corp. will only”…
SpacBrain reads this as the agreement may be terminated from 2021-11-03.
The clause …“(b) by either SPAC or the Company if the Closing shall not have occurred by November 3, 2021 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 9.1(b) shall not be available to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: New Starship Parent filed a transcript of Payoneer's appearance on the SPACs Attack retail-investor livestream, ahead of the FTOC shareholder vote. Why it matters: Retail-facing deal promotion rather than disclosure; it carries no financial terms not already filed.
What changed: New Starship Parent filed an IPO Edge interview with Payoneer CEO Scott Galit, restating 2020 volume above $44 billion across over 5 million customers and 7,000 trade corridors, Q1 2021 volume up 61% to $13.3 billion and revenue up 23% to $100.6 million, with closing expected by the end of Q2 2021 or shortly after. Why it matters: Consolidated deal-marketing recap of the numbers FTOC holders weigh against the trust ahead of the June vote.
What changed: New Starship Parent filed a Rule 425 on May 25, 2021 containing only the standard proxy-statement, participants and non-solicitation legends for the FTOC/Payoneer reorganization. Why it matters: A legend-only merger communication; it states no fact about the trust, the deadline or the deal terms.
What changed: FTAC Olympus filed its 10-Q for the quarter ended March 31, 2021 with 77,644,376 Class A ordinary shares outstanding as of May 21, 2021 — the quarter in which it signed and twice amended the Payoneer reorganization and restated its warrant accounting. Why it matters: The last quarterly report before the June 23, 2021 vote, fixing the share count that FTOC's $754.7 million trust divides across.
What changed vs 2020-11-13trust $754.8M → $754.8M +0%shares 72.5M → 66.7M -8%trust account, redeemable shares, combination deadline2 moved · 1 with no prior record of ours
- Trust account
- $754.8M$754.8M
- Redeemable shares
- 72.5M66.7M
- Combination deadline
- 2022-08-28 · unchanged
SpacBrain reads this as $37,638 was added to the trust between the two filings.
The clause “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”…
SpacBrain reads this as 5,879,318 shares are no longer redeemable.
The clause …“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,”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: New Starship Parent filed the transcript of Payoneer CEO Scott Galit's May 20, 2021 presentation at the Needham Virtual Technology & Media Conference, restating 2020 volume above $44 billion and revenue above $345 million across 190+ countries. Why it matters: Deal marketing a month before the FTOC vote; the figures repeat those already disclosed rather than adding new ones.
What changed: Payoneer reported Q1 2021 results on May 12, 2021: volume up 61% to $13.3 billion, revenue up 23% to $100.6 million (first quarter above $100 million), net loss improved 53% to $3.5 million, and adjusted EBITDA up 140% to $7.8 million; management said it expects to exceed full-year targets. Why it matters: The last quarterly datapoint before the FTOC vote, and the strongest case for not redeeming — accelerating revenue with the net loss more than halved.
What changed: On May 13, 2021 FTOC and Payoneer announced participation in the Barclays Emerging Payments and Fintech Forum (May 19) and the Needham Virtual Technology & Media Conference (May 20), reiterating that the transaction is expected to close before the end of the second quarter of 2021 or shortly thereafter. Why it matters: Investor-marketing cadence in the run-up to the vote, with the closing timetable reaffirmed well inside FTOC's August 2022 deadline.
What changed: New Starship Parent filed a Rule 425 on May 11, 2021 containing only the standard proxy-statement, participants and non-solicitation legends, noting the preliminary proxy statement/prospectus filed February 16, 2021 as amended. Why it matters: A legend-only merger communication; it states no fact about FTOC's trust, deadline or deal terms.
What changed: The companion Rule 425 carries the same May 10, 2021 second amendment to the FTOC/Payoneer Reorganization Agreement. Why it matters: Duplicate merger communication of the amendment; no separate terms beyond the 8-K.
What changed: On May 10, 2021 FTAC Olympus entered a second amendment to the February 3, 2021 Reorganization Agreement with New Starship Parent, the two Starship merger subs and Payoneer. Why it matters: A second amendment six weeks before the vote means the terms FTOC shareholders approve are twice-amended; the operative document is the agreement as amended February 16 and May 10, 2021.
What changed: FTAC Olympus filed an Item 4.02 non-reliance notice in response to the SEC staff's April 12, 2021 Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs, concluding that previously issued financial statements should no longer be relied upon. Why it matters: The warrant restatement reclassifies warrants from equity to liabilities; it changes reported earnings and equity but not the cash in trust, so FTOC's redemption value is unaffected even as its financials are withdrawn mid-deal.
What changed: The companion 8-K carries the same Item 4.02 non-reliance determination by FTAC Olympus following the SEC's April 12, 2021 SPAC warrant statement, dated May 5, 2021. Why it matters: Same disclosure filed under the 8-K cover; it withdraws reliance on prior financials without changing the trust balance behind FTOC's shares.
What changed: On March 30, 2021 Payoneer reported audited 2020 results filed in Amendment No. 1 to New Starship's Form S-4: full-year volume up 53% to $44.4 billion, revenue up 9% to $345.6 million, an operating loss of $17.3 million versus a $3.6 million profit in 2019, and Q4 revenue of $94.7 million. Why it matters: The first audited figures behind the $3.3 billion valuation FTOC holders are voting on — revenue growth of 9% on GAAP numbers is far below the adjusted growth management emphasises.
What changed: New Starship Parent filed the transcript of Payoneer's March 24, 2021 fireside chat at the Cowen FinTech Bus Tour with CEO Scott Galit and CFO Michael Levine, covering the two-sided network linking marketplaces and enterprises to the small businesses they pay. Why it matters: The third investor-conference transcript in a fortnight ahead of the FTOC vote; business colour rather than new deal terms.
What changed: A Rule 425 filed March 23, 2021 by New Starship Parent Inc. for FTAC Olympus containing only the standard proxy-statement notice, participants-in-the-solicitation and non-solicitation legends, with no substantive communication text. Why it matters: A legend-only filing: it states no fact about the trust, the deadline or the Payoneer deal terms and should not be read as disclosure.(flagged for human review)
What changed: New Starship Parent filed the transcript of Payoneer CEO Scott Galit's March 22, 2021 presentation at the BofA Electronic Payments Symposium, which states that Payoneer's customers transacted more than $44 billion and generated over $345 million of revenue in 2020. Why it matters: Gives FTOC holders the target's actual 2020 volume and revenue against the $3.3 billion pro forma value — the ratio that decides whether the deal beats the trust.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.