| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Payoneer Global Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
70451X104 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 70451X104 |
| 1 | Names of Reporting Persons Temasek Holdings (Private) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,748,577.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Based on 356,613,483 shares of common stock of Payoneer Global Inc. (the "Issuer") outstanding as of October 30, 2024, as set forth in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on November 5, 2024.
SCHEDULE 13G |
| CUSIP No. | 70451X104 |
| 1 | Names of Reporting Persons Fullerton Fund Investments Pte Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,748,577.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
Comment for Type of Reporting Person:
Based on 356,613,483 shares of the Issuer's common stock outstanding as of October 30, 2024, as set forth in the Issuer's quarterly report on Form 10-Q filed with the Commission on November 5, 2024.
SCHEDULE 13G |
| CUSIP No. | 70451X104 |
| 1 | Names of Reporting Persons Birchtree Fund Investments Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SINGAPORE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,748,577.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Based on 356,613,483 shares of the Issuer's common stock outstanding as of October 30, 2024, as set forth in the Issuer's quarterly report on Form 10-Q filed with the Commission on November 5, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Payoneer Global Inc. | |
| (b) | Address of issuer's principal executive
offices: 195 Broadway, 27th floor, New York, New York 10007 | |
| 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 or principal business office or, if
none, residence: Each of the Reporting Persons:
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891 | |
| (c) | Citizenship: Each of the Reporting Persons: Singapore | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, 13,748,577 shares of the Issuer's common stock were 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: As of December 31, 2024:
Temasek, FFI and BFI: 3.9%
The percentage above is based on 356,613,483 shares of the Issuer's common stock outstanding as of October 30, 2024, as set forth in the Issuer's quarterly report on Form 10-Q filed with the Commission on November 5, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 13,748,577 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 13,748,577 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
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