August 27, 2024

John Caplan
Chief Executive Officer and Director
Payoneer Global Inc.
195 Broadway, 27th Floor
New York, New York 10007

       Re: Payoneer Global Inc.
           Schedule TO-I/A filed August 23, 2024
           File No. 005-92642
Dear John Caplan:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule TO-I/A filed August 23, 2024
Fairness of the Transaction (Offer, Consent Solicitation and Redemption), page
6

1.     We reissue prior comment 5. Please revise the disclosure to explain why
the factor in
       clause (iii) of Instruction 2 to Item 1014 was not deemed material or
relevant. Please also
       revise the disclosure to explain why the board of directors believes the
transaction is fair
       in the absence of the procedural safeguards described in Item 1014(c),
(d) and (e) of
       Regulation M-A.
Board Presentation, page 8

2.     Refer to prior comment 8, which we reissue in part. Please either
confirm in your
       response letter that Citigroup has not received from the Company any
compensation in the
       past two years other than the amounts currently disclosed in the Amended
and Restated
       Offer to Purchase or revise the disclosure to quantify any compensation
that Citigroup has
       received in the past two years as a result of Citigroup's or Citigroup's
affiliates'
       relationship with the Company or its affiliates, including compensation
received in
 August 27, 2024
Page 2

        exchange for providing "cash management, bank transfer and foreign
exchange services to
        the Company and its affiliates." See Item 1015(b)(4) of Regulation M-A.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Eddie Kim at 202-679-6943 or Perry
Hindin at 202-551-
3444.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions