Sec Form 13G Filing - Temasek Holdings (Private) Ltd filing for Payoneer Global Inc. (PAYO) - 2021-07-06

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Payoneer Global, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

70451X104

(CUSIP Number)

June 25, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).

CUSIP No. 70451X104

CUSIP No. 70451X104

CUSIP No. 70451X104

CUSIP No. 70451X104

Payoneer Global, Inc. (the “Issuer”)

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

The address of the principal business offices of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

The citizenship of each of the Reporting Persons is the Republic of Singapore.

Common stock, par value $0.01 per share

70451X104

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Not Applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of the date hereof, (i) 16,881,340 shares of the Issuer’s common stock are held directly by NYCA PYNR SPV, LP (“NYCA LP”) and (ii) 3,360,743 shares of the Issuer’s common stock are held directly by BFI.

BFI is the sole limited partner of NYCA LP and, pursuant to the terms of the limited partnership agreement of NYCA LP, is entitled to a distribution of the shares of the Issuer’s common stock held directly by NYCA LP within 30 days of the consummation of the reorganization transactions on June 25, 2021, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on July 1, 2021. BFI is a direct wholly-owned subsidiary of FFI, which in turn is a direct wholly-owned subsidiary of Temasek. Each of BFI, FFI and Temasek, through the ownership described herein, may be deemed to beneficially own the shares of the Issuer’s common stock held directly by NYCA LP and by BFI.

(i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote: See Row 6 of the cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition: See Row 7 of the cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition: See Row 8 of the cover page for each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐:

Not Applicable.

The response to Item 4(a) is incorporated herein by reference.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

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

Date: July 6, 2021

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13G dated July 6, 2021 relating to the common stock, par value $0.01 per share, of Payoneer Global, Inc. shall be filed on behalf of the undersigned.