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United States securities and exchange commission logo
August 10, 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.
Registration
Statement on Form F-1
Filed July 20, 2022
File No. 333-266228
Dear Mr. Krubiner:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
General
1. It appears that the
price of your common stock has fluctuated significantly in the last
several months after
completion of the merger transaction. Please revise your disclosure
to address high price
volatility, potential causes of such volatility, if known, and add a
separately captioned
risk factor to describe the risk to investors. In addition, on the
prospectus cover page,
disclose the following:
describe the recent
price volatility in your stock and briefly disclose any known risks
of investing in
your stock under these circumstances;
for comparison
purposes, disclose the market price of your common stock prior to the
recent price
volatility in your stock; and
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany
August 10, NamePagaya
2022 Technologies Ltd.
August
Page 2 10, 2022 Page 2
FirstName LastName
describe any recent change in your financial condition or
results of operations, such
as your earnings, revenues or other measure of company value that
is consistent with
the recent change in your stock price. If no such change to your
financial condition
or results of operations exists, disclose that fact.
2. Revise your prospectus to highlight any differences in the current
trading price, the prices
that the Sponsor, private placement investors, PIPE investors, and
other selling
securityholders acquired their shares and warrants, and the price at
which the public
securityholders acquired their shares and warrants. Disclose, if true,
that while the
Sponsor, private placement investors, PIPE investors, and other
selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities
they purchased due to differences in the purchase prices and the
current trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
3. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
statistical data under the "Our Market Opportunity" section on
page 86, which
currently provides data as of Q4 2019 and Q4 2020;
disclosure related to the absence of a public trading market in
the section titled "Fair
Value of Pagaya Ordinary Shares" on page 81; and
disclosure on top of page 88 and under the "our team" subheading
on page 92
regarding the number of specialists and employees, which currently
provides data as
of December 31, 2021.
Cover Page
4. For each of the shares and warrants being registered for resale,
disclose the price that the
selling securityholders paid for such shares and warrants.
5. If the warrants are out the money, please disclose the likelihood that
warrant holders will
not exercise their warrants and provide similar disclosure in the
prospectus summary, risk
factors, MD&A and use of proceeds section and disclose that cash
proceeds associated
with the exercises of the warrants are dependent on the stock price.
As applicable,
describe the impact on your liquidity and update the discussion on the
ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
6. Please disclose the number of shares representing your public float.
State, if true, that the
shares being registered for resale exceed your public float and state
the percentage of your
public float that the shares being offered for resale represents. We
also note that all of the
shares being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the Class A common
stock. Highlight the
significant negative impact sales of shares on this registration
statement could have on the
Gal Krubiner
Pagaya Technologies Ltd.
August 10, 2022
Page 3
public trading price of the Class A common stock. Also disclose the
number of shares of
Class A common stock that were redeemed in connection with your business
combination.
Risk Factors, page 9
7. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the public
trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even if the
current trading price falls
to or significantly below the SPAC IPO price, the private investors have
an incentive to
sell because they will still profit on sales because they purchased their
shares at a lower
price than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 67
8. Please expand your discussion here to reflect the fact that this offering
involves the
potential sale of a substantial portion of shares for resale and discuss
how such sales could
impact the market price of the company s common stock.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at
(202) 551-
3859 with any questions.
Sincerely,
FirstName LastNameGal Krubiner
Division of
Corporation Finance
Comapany NamePagaya Technologies Ltd.
Office of Finance
August 10, 2022 Page 3
cc: Andrea Nicolas, Esq.
FirstName LastName