Payoneer SPAC Presentation Deck

Risk Factors (3/6) 13. The failure to attract and retain key personnel could have a material adverse effect on our business 14. Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect our business, financial condition or results of operations 15. We are subject to risks relating to the availability of capital for our Working Capital products, as well as risk of losses relating to our Working Capital products 16. Our business is subject to extensive government regulation and regulatory oversight, as well as extensive, complex, overlapping, and frequently changing rules, regulations, and legal interpretations. Failure to comply with these rules and regulations, or adjust to changes thereof, may result in enforcement actions by regulatory bodies, including improvement orders, fines or the loss of a license to provide services in the jurisdictions we provide services from, which may prevent us from serving customers in certain countries or offering certain services in certain countries, and could materially harm our business 17. Our results of operations may be adversely affected as a result of any decrease in revenue from customers operating in China as a result of regulatory changes or occurrences under other risk factors discussed herein. As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could exacerbate the other risks set forth herein 18. Our business is subject to complex and evolving regulations and oversight, including in relation to privacy and data protection. Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm 19. If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, which could adversely affect our business Our results of operations may be adversely affected by changes in foreign currency exchange rates 20. Payoneer 44

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