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United States securities and exchange commission logo
September 20, 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
Registration Statement on Form F-1
Filed September 6,
2022
File No. 333-266930
Dear Mr. Krubiner:
We have reviewed your amended 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 31, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1. At the current trading
price it appears that the public warrants and 5,166,667 private
placement warrants are
out of the money. Please disclose in your risk factors and MD&A
sections that warrant
holders will not exercise their warrants 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.
Gal Krubiner
Pagaya Technologies Ltd.
September 20, 2022
Page 2
Summary of the Prospectus
Company Overview, page 1
2. In light of the significant number of redemptions in conjunction with
your business
combination and the unlikelihood that the company will receive
significant proceeds from
exercises of the warrants because of the disparity between the exercise
price of the
warrants and the current trading price of the Class A common stock,
expand your
discussion of capital resources to address any changes in the company s
liquidity position
since the business combination. Discuss what effect your separate
offering of shares
underlying warrants may have on this offering through B. Riley Principal
Capital II, LLC.
Risk Factors, page 12
3. Please revise to clarify what you mean by "our ability to consummate the
Merger" on page
13.
Our business and the performance of Financing Vehicles may be adversely
affected by economic
conditions, page 21
4. Please update this risk factor if recent inflationary pressures have
materially impacted
your operations. In this regard, identify the types of inflationary
pressures you are facing
and how your business has been affected.
5. Please expand your discussion of interest rates to specifically identify
the impact of rate
increases on your operations and how your business has been affected.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
91
6. We note your response to comment 3. Please revise your disclosure in the
liquidity and
capital resources section, and elsewhere as appropriate, to specifically
address the fact that
you may miss your 2022 Adjusted EBITDA projection and explain how that
has
impacted or may impact your financial position and create further risks
to your business
operations and liquidity.
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
September 20, 2022 Page 2
cc: John T. McKenna, Esq.
FirstName LastName