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United States securities and exchange commission logo
March 16, 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. 2 to
Draft Registration
Statement on Form F-4
Submitted March 1,
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. Unless we note otherwise, our references to prior comments are
to comments in our
February 22, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
General
1. We note your response
to comment 2 regarding your analysis under the Investment
Company Act of 1940
(the 1940 Act ) and we have the following comments:
Please provide
calculations for purposes of your analysis under sections 3(a)(1)(C)
and 3(b)(1) of the
1940 Act based on the value of assets as of the end of the
Company s last
preceding fiscal quarter, or to the extent such information is not
available, provide
calculations based on financial information as of the most recent
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany
March NamePagaya Technologies Ltd.
16, 2022
March2 16, 2022 Page 2
Page
FirstName LastName
date available to you. In this regard, we note that you appear to
believe that your
analysis may significantly change as of December 31, 2021 because
of the
Company s sale of its interests in the Smartresi Fund.
Please supplementally provide your detailed legal analysis
regarding your proposed
treatment of the Company s short-term deposits as cash
for purposes of your
section 3(a)(1)(C) and 3(b)(1) analyses. In addition, please also
describe and discuss
(i) your proposed treatment of cash equivalents and fees
receivable and (ii) any
other substantive determinations and/or characterizations of
individual assets that are
material to your calculations.
Please confirm that the value, as that term is defined in
section 2(a)(41) of the 1940
Act, of the interests held by the Company in investments in loans
and securities, on
an unconsolidated basis, is equivalent to the value of the
Company s investment in
loans and securities represented on the Company s balance sheet
less the non-
controlling interests.
In the Company s disclosure addressing the risks that the
company could be deemed
to be an investment company, please add disclosure concerning the
Company s
potential investment company status under section 3(a)(1)(C) and
your position that,
notwithstanding section 3(a)(1)(C), you are not an investment
company pursuant to
section 3(b)(1). In the disclosure, please provide an explanation
of your position and
a discussion of why the Company may, nevertheless, qualify as an
investment
company.
U.S. Federal Income Tax Considerations, page 159
2. We note your response to comment 10 in our letter dated December 22,
2021. Please
disclose what should be the material tax consequences to investors and
provide a tax
opinion about those material tax consequences. If such opinion is
subject to legal
uncertainty, you may explain such uncertainty in your opinion and the
prospectus.
Pagaya's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Off-Balance Sheet Arrangements, page 203
3. We acknowledge your response to our prior comment 4. Regarding your
right to
repurchase collateral of the securitization vehicles that "could
expose you to loss", please
tell us where specifically this is discussed in Note 5 of your
unaudited interim period
financial statements. Further, tell us how the exposure is reflected
in the "maximum
exposure to loss" column of the referenced footnote.
Exclusive Forum, page 255
4. We note that your forum selection provision identifies federal courts
as the exclusive
forum for claims brought pursuant to the Securities Act. Please revise
your prospectus to
state that there is uncertainty as to whether a court would enforce
such a provision.
Gal Krubiner
Pagaya Technologies Ltd.
March 16, 2022
Page 3
Security Ownership of Certain Beneficial Owners..., page 270
5. Please revise to identify the natural person(s) that hold voting
and/or dispositive power
over the shares held by each entity listed in your beneficial
ownership tables on pages 270
275 (e.g., Wilson Boulevard LLC and Aristeia Capital, L.L.C. on
page 272).
Exhibits
6. Please file complete exhibits, where required. We note, for example,
that you appear to
have omitted the schedules and exhibits from Exhibit 10.15. Please
file complete copies
of your exhibits or advise.
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
March 16, 2022 Page 3 Office of Finance
FirstName LastName