Sec Form 13G Filing - Temasek Holdings (Private) Ltd @ Payoneer Global Inc.

Sec Form 13G Filing - Temasek Holdings (Private) Ltd filing for Payoneer Global Inc. (PAYO) - 2022-02-09

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Payoneer Global Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

70451X104

(CUSIP Number)

December 31, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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

¹	Based on 339,007,751 shares of the Issuer’s common stock outstanding as of September 30, 2021, as disclosed in the Issuer’s Form 10-Q, for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

CUSIP No. 70451X104

²	Based on 339,007,751 shares of the Issuer’s common stock outstanding as of September 30, 2021, as disclosed in the Issuer’s Form 10-Q, for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

CUSIP No. 70451X104

³	Based on 339,007,751 shares of the Issuer’s common stock outstanding as of September 30, 2021, as disclosed in the Issuer’s Form 10-Q, for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021.

CUSIP No. 70451X104

Item 1.

(a)

Name of Issuer:

Payoneer Global Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

150 West 30^th Street

New York, New York, 10001

Item 2.

(a)

Name of Person Filing:

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

(i)

Temasek Holdings (Private) Limited (“Temasek”);

(ii)

Fullerton Fund Investments Pte Ltd (“FFI”); and

(iii)

Birchtree Fund Investments Private Limited (“BFI”).

(b)

Address of Principal Business Office or, if none, Residence

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.

(c)

Citizenship:

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

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share

(e)

CUSIP Number:

70451X104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(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.

Item 4.

Ownership

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

(a)

Amount beneficially owned:

As of the date hereof, 20,242,083 shares of the Issuer’s common stock are held directly by BFI.

BFI is a direct wholly-owned subsidiary of FFI, which in turn is a direct wholly-owned subsidiary of Temasek. Each of 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 BFI.

(b)

Percent of class: See Row 11 of the cover page for each Reporting Person.

(c)

Number of shares as to which the person has:

(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 p ower 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.

Item 5.

Ownership of Five Percent or Less of a Class.

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 [ ]:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

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

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

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: February 9, 2022


TEMASEK HOLDINGS (PRIVATE) LIMITED		By: /s/ Jason Norman Lee
		Name: Jason Norman Lee
		Title: Authorised Signatory

FULLERTON FUND INVESTMENTS PTE LTD		By: /s/ Gregory Tan
		Name: Gregory Tan
		Title: Director

BIRCHTREE FUND INVESTMENTS PRIVATE LIMITED		By: /s/ Jenny Sim Sock Ching
		Name: Jenny Sim Sock Ching
		Title: Director

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEROF, the undersigned hereby execute this Agreement Regarding the Joint Filing of Schedule 13G as of February 9, 2022.


TEMASEK HOLDINGS (PRIVATE) LIMITED		By: /s/ Jason Norman Lee Name: Jason Norman Lee Title: Authorised Signatory

FULLERTON FUND INVESTMENTS PTE LTD		By: /s/ Gregory Tan Name: Gregory Tan Title: Director

BIRCHTREE FUND INVESTMENTS PRIVATE LIMITED		By: /s/ Jenny Sim Sock Ching Name: Jenny Sim Sock Ching Title: Director

NAMES OF REPORTING PERSONS

Temasek Holdings (Private) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore