Payoneer SPAC Presentation Deck

Risk Factors 5/6 28. Our business may be adversely affected by geopolitical and other risks associated with global operations. As we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks. A significant number of our employees, including certain management members, are employed under our Israeli subsidiary, and accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations. An occurrence of a natural disaster, widespread health epidemic, war or other outbreaks could have a material adverse effect on our business, financial condition and results of operations. For example, in the first two quarters of 2020, as a result of the COVID-19 pandemic, travel-related commerce significantly declined 29. The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted 30. Failure to comply with anti-money laundering, economic and trade sanctions regulations and similar laws, could subject us to penalties and other adverse consequences 31. We depend on technical systems that are dependent on timely adjustment to changing sanctions regulations and laws 32. If we are unable to renew client contracts at favorable terms or we lose significant clients, or if an ecommerce marketplace were to prevent our customers from using our services to get payment from such marketplace, our results of operations and financial condition may be adversely affected. For example, customers that use our platform to receive payments from Amazon marketplaces around the world generate a significant portion of our revenue and accordingly, should Amazon change its requirements or impose restrictions on sellers on its platform, our financial condition and results of operations may be adversely impacted Payoneer 28

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