Merchandise 2.02 Outcomes of Operations and Monetary Situation.

The data contained in Merchandise 7.01 of this Present Report is integrated by
reference herein.

Merchandise 5.02 Departure of Administrators or Principal Officers; Election of Administrators;

           Appointment of Sure Officers; Compensatory Preparations of Sure
           Officers.

(b) On January 18, 2023, Payoneer World Inc. (the “Firm”) introduced that Michael Levine is anticipated to depart as Chief Monetary Officer of the Firm
in March 2023. Mr. Levine will stay employed in an advisory position to help
with the transition of the brand new Chief Monetary Officer by way of January 1, 2024.

In reference to Mr. Levine’s departure from the Firm, the Firm and Mr.
Levine entered right into a Separation Settlement and Normal Launch, dated January
16, 2023 (the “Separation Settlement”). The Separation Settlement offers that Mr. Levine will resign from his place as Chief Monetary Officer on or about
March 1, 2023, however in no occasion later than March 15, 2023 (the “Cessation Date”). Mr. Levine will proceed to be employed by the Firm to help with the
transition of his duties till January 1, 2024 (the “Separation Date”). The
Separation Settlement offers that in alternate for his continued employment as
an advisor by way of the Separation Date, his continued compliance with the
restrictive covenants and a launch of claims, the Firm will present Mr.
Levine: (i) wage continuation funds by way of the Separation Date in an
quantity equal to the sum of his annual base wage on the price in efficient as of
the Cessation Date, payable in accordance with the Firm’s common payroll
schedule; (ii) lump sum money severance fee equal to $400,000, much less
relevant taxes and withholdings, to be paid in two equal installments inside
the thirty days following the Cessation Date and the Separation Date,
respectively; (iii) acceleration of the vesting of his restricted inventory models
and his choices to buy the Firm’s widespread inventory (collectively, the
“Accelerated Fairness”), such that, as of the Separation Date, Mr. Levine will likely be
deemed vested within the Accelerated Fairness as if he had remained employed by way of
March 31, 2024; (iv) participation within the Firm’s profit plans by way of the
Separation Date; and (v) fee of the worth of any accrued however unused trip
days up till and together with the Cessation Date, to be paid on the Cessation
Date. The Separation Settlement additionally offers that Mr. Levine agrees that, for a
interval of eighteen months following the Cessation Date, he is not going to compete with
the Firm, is not going to solicit or rent any staff of the Firm or solicit
any buyer or potential buyer of the Firm.

Merchandise 7.01 Regulation FD Disclosure.

On January 18, 2023, the Firm issued a press launch saying the anticipated
departure of Mr. Levine as Chief Monetary Officer and the hiring of Ms. Bea
Ordonez’s because the Firm’s Deputy Chief Monetary Officer. The Firm’s
expectation is that the board of administrators of the Firm will appoint Ms. Bea
Ordonez as Chief Monetary Officer of the Firm upon Mr. Levine’s departure as
Chief Monetary Officer.

As well as, the Firm introduced that, based mostly on preliminary inner outcomes,
it expects to exceed its beforehand offered steering for the 12 months ended
December 31, 2022. As a result of the Firm’s monetary statements for the 12 months ended
December 31, 2022 haven’t been finalized or audited, these preliminary
statements relating to the Firm’s estimated full-year efficiency are topic
to vary, and the Firm’s precise outcomes as of the tip of this era could
differ materially from these preliminary statements. Accordingly, you shouldn’t
place undue reliance on these preliminary statements.

A duplicate of the press launch is hooked up hereto as Exhibit 99.1.

The data in contained with Gadgets 2.02 and Merchandise 7.01 of this Present
Report, together with Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the needs of Part 18 of the Securities Change Act of 1934,
as amended (“Change Act”), or in any other case topic to the liabilities of that
Part, and shall not be integrated by reference into any registration
assertion or different doc pursuant to the Securities Act of 1933, as amended,
or the Change Act, besides as in any other case expressly acknowledged in such submitting.

Ahead-Trying Statements

This Present Report on Type 8-Ok consists of “forward-looking statements” inside the
which means of the “secure harbor” provisions of the US Personal Securities
Litigation Reform Act of 1995. Ahead-looking statements usually relate to
future occasions or Payoneer’s future monetary or working efficiency. For
instance, projections of future quantity, income, transaction price and adjusted
EBITDA are forward-looking statements. In some instances, you’ll be able to determine
forward-looking statements by terminology akin to “could,” “ought to,” “count on,”
“intend,” “plan,” “will,” “estimate,” “anticipate,” “imagine,” “predict,”
“potential” or “proceed,” or the negatives of those phrases or variations of them
or comparable terminology. Such forward-looking statements are topic to dangers,
uncertainties, and different components which might trigger precise outcomes to vary
materially from these expressed or implied by such ahead wanting statements.
These forward-looking statements are based mostly upon estimates and assumptions that,
whereas thought of cheap by Payoneer and its administration, because the case could also be,
are inherently unsure. Elements which will trigger precise outcomes to vary
materially from present expectations embrace, however should not restricted to: (1) the
end result of any authorized proceedings; (2) adjustments in relevant legal guidelines or rules;
(3) the chance that Payoneer could also be adversely affected by geopolitical and
different financial, enterprise and/or aggressive components; (4) Payoneer’s estimates of
its monetary efficiency; and (5) different dangers and uncertainties set forth in
Payoneer’s Annual Report on Type 10-Ok for the interval ended December 31, 2021 and
future experiences that Payoneer could file with the SEC on occasion. Nothing in
this Present Report on Type 8-Ok ought to be thought to be a illustration by any
individual that the forward-looking statements set forth herein will likely be achieved or
that any of the contemplated outcomes of such forward-looking statements will likely be
achieved. You shouldn’t place undue reliance on forward-looking statements,
which converse solely as of the date they’re made. Payoneer doesn’t undertake any
obligation to replace these forward-looking statements.

Merchandise 9.01 Monetary Statements and Reveals.

(d) Reveals.



Exhibit     Description
No.

  Exhibit     Press Launch issued by Payoneer World Inc., dated January 18, 2023
99.1

104         Cowl Web page Interactive Information File (embedded inside the Inline XBRL doc)

* Furnished herewith

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