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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001884659 XXXXXXXX LIVE 2 Common Stock 12/19/2025 false 0001845815 70451X104 PAYONEER GLOBAL INC. 195 BROADWAY 27TH FLOOR NEW YORK NY 10007 Susquehanna Capital Mgmt., LLC 610-617-2600 Attn: Jason Wolfe 401 City Avenue, 9th Floor Bala Cynwyd PA 19004 Troutman Pepper Locke LLP 302-777-6500 Attn: Matthew Greenberg, Esq. Hercules Plaza, 1313 Market Street Wilmington DE 19899 0001884659 N Arthur Dantchik OO N X1 0 22403628 0 22403628 22403628 N 6.3 IN (1) All calculations of percentage ownership herein are based on a total 356,440,304 shares of Common Stock of the Issuer issued and outstanding on October 31, 2025. Y SIG Growth Equity Funds Limited Partnership, LLLP OO N DE 0 14882267 0 14882267 14882267 N 4.2 PN (1) All calculations of percentage ownership herein are based on a total 356,440,304 shares of Common Stock of the Issuer issued and outstanding on October 31, 2025. Common Stock PAYONEER GLOBAL INC. 195 BROADWAY 27TH FLOOR NEW YORK NY 10007 This Amendment No. 2 (this "Amendment") amends and supplements the statement on Schedule 13D originally filed by Susquehanna Growth Equity Fund III, LLLP, a Delaware limited liability limited partnership ("SGE Fund III"), (ii) Susquehanna Growth Equity Fund V, LLLP a Delaware limited liability limited partnership ("SGE Fund V" and, together with SGE Fund III, the "Funds"), (iii) Susquehanna Capital Management, LLC (f/k/a Susquehanna Growth Equity, LLC), a Delaware limited liability company ("SGE Adviser"), (iv) Amir Goldman, a citizen of the United States ("Mr. Goldman"), and (v) Arthur Dantchik, a citizen of the United States ("Mr. Dantchik"), on July 6, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 filed on November 21, 2022 ("Amendment No. 1") and relates to the common stock, par value $0.01 per share (the "Common Stock"), of Payoneer Global Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D and Amendment No. 1. SIG Growth Equity Funds Limited Partnership, LLLP ("SGELP") was added as a filer of Amendment No. 1 to reflect its acquisition of more than five percent of the Common Stock. This Amendment is being filed to reflect a change in beneficial ownership of Mr. Dantchik and SGELP as a result of certain in-kind distributions of shares of Common Stock by SGE-affiliated holders of Common Stock, including by SGELP, completed on December 19, 2025 (the "Distributions"). Mr. Dantchik and SGELP are herein referred to as the "Reporting Persons". In addition, inasmuch as SGE Fund III, SGE Fund V, SGE Adviser and Mr. Goldman previously reported beneficial ownership of less than five percent of the Issuer's Common Stock and continue to own less than five percent of the Issuer's Common Stock, they have been removed from this Amendment. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D, as heretofore amended. Item 2 of Schedule 13D is hereby amended and supplemented as follows: This Amendment is being filed to reflect the Distributions. Item 4 of Schedule 13D is hereby amended and supplemented as follows: As reflected elsewhere in this Amendment, the Distributions resulted in a change in the beneficial ownership of the Reporting Persons. Item 5 of Schedule 13D is hereby amended and supplemented as follows: (a)-(b) The information contained in the cover pages of the Amendment is incorporated herein by reference. The percentages used in the Amendment are calculated based upon on a total 356,440,304 shares of Common Stock of the Issuer issued and outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 5, 2025. As a result of the Distributions, the number of shares of Common Stock beneficially owned by the Reporting Persons declined to the numbers reflected elsewhere in this Amendment. Other than as described herein and elsewhere in the Amendment, the Reporting Persons have not effected any transaction in the Common Stock during the past sixty (60) days. To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the subject of the Amendment. Arthur Dantchik /s/ Arthur Dantchik Arthur Dantchik 12/23/2025 SIG Growth Equity Funds Limited Partnership, LLLP By: /s/ Arthur Dantchik Arthur Dantchik, Vice President 12/23/2025