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United States securities and exchange commission logo
February 22, 2022
Gal Krubiner
Chief Executive Officer
Pagaya Technologies Ltd.
Azrieli Sarona Bldg, 54th Floor
121 Derech Menachem Begin
Tel-Aviv 6701203, Israel
Re: Pagaya Technologies
Ltd.
Amendment No. 1 to
Draft Registration
Statement on Form F-4
Submitted January
24, 2022
CIK No. 0001883085
Dear Mr. Krubiner:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4
General
1. We note your disclosure
on pages 254 and 261 in response to comment 6 that the
exclusive forum
provision in the Pagaya A&R Articles:
identifies the
competent courts in Tel Aviv, Israel as the exclusive forum for certain
litigation matters;
and
would not apply to
claims brought pursuant to the Securities Act or the Exchange
Act, or any other
claim for which U.S. federal courts would have exclusive
jurisdiction.
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany22,
February NamePagaya
2022 Technologies Ltd.
February
Page 2 22, 2022 Page 2
FirstName LastName
Please ensure that such provision in the Pagaya A&R Articles states
this clearly, or tell us
how you will inform investors in future filings that such provision
does not apply to any
actions brought under the Securities Act or the Exchange Act.
Risk Factors
If we are deemed to be an investment company under the Investment Company
Act..., page 50
2. With respect to your response to comment 5 regarding your intent to
operate your
business in order to maintain an exemption from the registration
requirements of the
Investment Company Act of 1940 (the 1940 Act ), we have the
following initial
comments.
We note that you measure the percentage of your assets held in
investment
securities (for purposes of your Section 3(a)(1)(C) analysis)
and securities (for
purposes of your Section 3(b)(1) analysis) against Adjusted
Tangible Assets. Please
provide your detailed legal analysis explaining why the Company
is able to adjust
the value of certain assets represented on the consolidated
balance sheets of the
Company, which are audited by a public accounting firm, when
accounting for the
value of the Company s assets for purposes of the Company s
Section 3(a)(1)(C) and
Section 3(b)(1) analyses. In your response, please cite to
relevant legal support, if
any.
Please provide a revised calculation for purposes of your
analysis under Section
3(b)(1) that does not adjust the value of the
Investments in Loans and Securities
represented on the consolidated balance sheets of the Company,
and as appropriate,
revise your conclusion under the five factor test set out in
Tonapah Mining Company
of Nevada, 26 SEC 426 (1947).
Please clarify whether the interest that the Company, directly
or indirectly, holds in
Risk Retention Residuals is in excess of the minimum amount
required to be retained
in order to comply with the Risk Retention Rules. To the extent
that the Company
retains any such excess exposure, please describe this excess
exposure, and reconcile
with the Company s representation that the Company s direct
or indirect holdings of
Risk Retention Residuals are not acquired by the Company for
investment purposes
but are held to comply with the requirements of the Risk
Retention Rules . Please
also explain whether, over time, the Company sells (or causes its
risk-retention
vehicles to sell) the Company s direct or indirect interests in
the Risk Retention
Residuals as soon as the Company is no longer required to hold
all or part of those
interests in order to comply with applicable regulatory
requirements.
Further, we note that Pagaya Investments US LLC is a registered
investment adviser
under the Investment Advisers Act of 1940, and is an indirect
wholly-owned
subsidiary of the Company. Please explain the business
relationship and activities
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany22,
February NamePagaya
2022 Technologies Ltd.
February
Page 3 22, 2022 Page 3
FirstName LastName
shared between Pagaya Investments US LLC and the Company. Please
also clarify
whether the Company, or any of its wholly-owned subsidiaries,
employs a chief
investment officer or similar staff, and describe their specific
activities and job
functions, including how much time is devoted to managing the
Risk Retention
SPVs, the Company s interests in Risk Retention Residuals, or
other securities held
by the Company.
U.S. Federal Income Tax Considerations, page 159
3. Please be advised that we continue to review your response to comment
10 and may have
further comments.
Pagaya's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 189
4. As it relates to the risk retention interest that you are required to
hold in your
unconsolidated securitization vehicles that you sponsor, please inform
us as to why you
did not provide the information required by instruction 8 to Item
303(b) of Regulation S-
K.
Consolidated Balance Sheets, page F-26
5. In accordance with Rule 5-02 of Regulation S-X, please revise your
annual and interim
period balance sheets to clearly distinguish between current and
non-current assets.
Similarly, clearly distinguish between current and non-current
liabilities.
5. Consolidation and Variable Interest Entities, page F-40
6. We acknowledge your response to our prior comment 17. Please amend
your disclosure,
in both your annual and interim financial statements, to clearly state
the following:
That both Pagaya Structured Holdings LLC and Pagaya Structured
Holdings II LLC,
which you consolidate in accordance with ASC 810, represent your
risk retention
SPVs that have been established to hold your required 5% interest
in the
securitization vehicles that you sponsor
That your unconsolidated VIEs solely represent the actual
securitization vehicles that
you sponsor
Further, provide the following information:
For your consolidated VIEs (i.e. the risk retention SPVs) the
information required by
ASC 810-10-50-3
For your non consolidated VIEs (i.e. the securitization vehicles)
the information
required by ASC 810-10-50-4
8. Transactions with Related Parties, page F-41
7. We acknowledge your response to our prior comment 19. As requested in
our prior
Gal Krubiner
Pagaya Technologies Ltd.
February 22, 2022
Page 4
comment, please amend your related party disclosure footnote in your
interim financial
statements to provide the information required by ASC 850-10-50-1 for
your $24.7
million related party receivable.
You may contact Jacob Luxenburg, Staff Accountant, at (202) 551-2339 or
Sharon
Blume, Accounting Branch Chief, at (202) 551-3474 if you have questions
regarding comments
on the financial statements and related matters. Please contact David Lin,
Staff Attorney, at (202)
551-3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758
with any other
questions.
FirstName LastNameGal Krubiner Sincerely,
Comapany NamePagaya Technologies Ltd.
Division of
Corporation Finance
February 22, 2022 Page 4 Office of Finance
FirstName LastName