Amendment: SEC Form SC TO-I/A filed by Payoneer Global Inc.

As filed with the Securities and Exchange Commission on September 11, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

PAYONEER GLOBAL INC.
(Name of Subject Company (Issuer))

PAYONEER GLOBAL INC. (Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Warrants exercisable for common shares at an exercise price of $11.50 per share

(Title of Class of Securities)

70451X112
(CUSIP Number of Class of Securities)

John Caplan

Chief Executive Officer and Director

PAYONEER GLOBAL INC.

195 Broadway, 27th floor

New York, New York, 10007

(212) 600-9272

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:

EXPLANATORY NOTE

This Amendment No. 3 (“Amendment No. 3”) to the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO, originally filed by Payoneer Global Inc., a Delaware corporation (“Payoneer” or the “Company”), on August 12, 2024 (as amended as of the date hereof, the “Schedule TO”), relating to the tender offer by the Company to purchase for cash up to 25,158,086 of its outstanding public warrants to purchase shares of its common stock, par value $0.01 per share (the “Warrants”), at a price of $0.78 per Warrant, without interest, amends the Schedule TO to update (i) Item 11 of the Schedule TO to report the final results of the Offer, and (ii) Item 12 of the Schedule TO to include (a) a press release issued by the Company on September 10, 2024, announcing the results of the cash tender offer for Warrants and (b) Amendment No. 2 to the Warrant Agreement (the “Warrant Amendment”), dated as of September 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company, which permits the Company to redeem each outstanding and untendered Warrant for $0.70 in cash.

Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Schedule TO.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraphs:

“The Offer expired at 12:00 midnight, Eastern Time at the end of the day on September 9, 2024 (the “Expiration Date”), in accordance with its terms. 24,030,937 Warrants were validly tendered and not validly withdrawn from the Offer representing approximately 95.5% of the outstanding Warrants. The Company has accepted all validly tendered Warrants for purchase and expects to settle such purchase promptly. Pursuant to the terms of the Offer, the Company expects to pay an aggregate of approximately $18.7 million in cash to purchase the validly tendered Warrants.

In addition, pursuant to the Consent Solicitation, the Company received the approval of the holders of approximately 95.5% of the outstanding Warrants, which exceeds 65% of the holders of Warrants required to effect the Warrant Amendment. On September 10, 2024, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, and the Company issued a notice of redemption to redeem all remaining untendered and outstanding Warrants for $0.70 per Warrant. The redemption date will be September 25, 2024. A copy of the Warrant Amendment is filed as Exhibit (d)(4) to the Schedule TO and is incorporated herein by reference.

On September 10, 2024, the Company issued a press release to announce the results of the Offer and its entry into the Warrant Amendment. A copy of the press release is filed as Exhibit (a)(5)(ii) to the Schedule TO and is incorporated herein by reference.”

Only those items amended are reported in this Amendment No. 3. Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, including the exhibits thereto, remains unchanged and is hereby expressly incorporated into this Amendment No. 3 by reference.

Item 12. Exhibits.

(a) Exhibits

(b) Filing Fee Exhibit

Filing Fee Table.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated: September 11, 2024