Payoneer SPAC Presentation Deck
Disclaimers
This presentation does not constitute an offer to sell, a solicitation of an
offer to buy, or a recommendation to purchase any security. You should
not construe the contents of this presentation as legal, tax, accounting or
investment advice or a recommendation.
Forward-Looking Statements
Certain statements in this presentation may be considered "forward-
looking statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the
Company's future financial or operating performance. In some cases,
you can identify forward-looking statements by terminology such as
"may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe,"
"predict," "potential" or "continue," or the negatives of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors which
could cause actual results to differ materially from those expressed or
implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Payoneer and its
management, as the case may be, are inherently uncertain. Factors that
may cause actual results to differ materially from current expectations
include, but are not limited to: (1) the outcome of any legal proceedings
that may be instituted against FTOC, the combined company or others
following the announcement of the business combination with FTOC
("Business Combination") and any definitive agreements with respect
thereto; (2) the ongoing ability to meet the Nasdaq's listing standards
following the consummation of the Business Combination; (3) the risk that
the completion of the Business Combination disrupts current plans and
operations of Payoneer; (4) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among
other things, competition, the ability of the mbined company to grow
and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (5) costs related
to the Business Combination; (6) changes in applicable laws or
regulations; (7) the possibility that Payoneer or the combined company
may be adversely affected by other economic, business and/or
Payoneer
competitive factors; (8) Payoneer's estimates of its financial performance;
and (9) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
the Company's Prospectus dated June 1, 2021 filed with the Securities
and Exchange Commission.
Nothing in this presentation should be regarded as a representation by
any person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are
made. The Company does not undertake any duty to update these
forward-looking statements.
Financial Information; Non-GAAP Financial Measures
The financial information and data contained in this presentation is
unaudited and does not conform to Regulation S-X. Accordingly, such
information and data may not be included in any proxy or may be
presented differently in any proxy statement or registration statement filed
with the SEC. The "Pro Forma" financial data included herein has not been
prepared in accordance with Article 11 of the SEC's Regulation S-X, is
presented for informational purposes only and may differ materially from
the Regulation S-X compliant unaudited pro forma financial statements of
Payoneer included in the Proxy Statement in connection with the Business
Combination. Except as otherwise noted, all references herein to full-year
periods refer to Payoneer's fiscal year, which ends on December 31.
Some of the financial information and data contained in this presentation,
such as Adjusted Revenue has not been prepared in accordance with
United States generally accepted accounting principles ("GAAP").
Payoneer defines Adjusted Revenue as Revenue less revenue from two
travel marketplaces and interest income.
Payoneer uses these non-GAAP measures to compare Payoneer's
performance to that of prior periods for budgeting and planning
purposes. Payoneer believes these non-GAAP measures of financial
results provide useful information to management and investors
regarding certain financial and business trends relating to Payoneer's
results of operations. Payoneer's method of determining these non-GAAP
measures may be different from other companies' methods and,
therefore, may not be comparable to those used by other companies and
Payoneer does not recommend the sole use of these non-GAAP measures
to assess its financial performance. Payoneer management does not
consider these non-GAAP measures in isolation or as an alternative to
financial measures determined in accordance with GAAP. The principal
limitation of these non-GAAP financial measures is that they exclude
significant expenses and income that are required by GAAP to be
recorded in Payoneer's financial statements. In addition, they are subject
to inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included
in determining these non-GAAP financial measures. In order to
compensate for these limitations, management presents non-GAAP
financial measures in connection with GAAP results. You should review
Payoneer's financial statements, which were included in the Proxy
Statement in connection with the Business Combination, and not rely on
any single financial measure to evaluate Payoneer's business.
Other companies may calculate Adjusted Revenue differently, and
therefore Payoneer's Adjusted Revenue may not be directly comparable
to similarly titled measures of other companies.
See the Appendix for a description of these non-GAAP measures and a
reconciliation of the historic measures to Payoneer's most comparable
GAAP financial measures.
Industry and Market Data
In this presentation, Payoneer relies on and refers to certain information
and statistics obtained from third-party sources which it believes to be
reliable, including reports by market research firms. Payoneer has not
independently verified the accuracy or completeness of any such third-
party information.
This presentation may contain trademarks, service marks, trade names and
copyrights of other companies, which are the property of their respective
owners.
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