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United States securities and exchange commission logo
August 31, 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 August 17,
2022
File No. 333-266930
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. Please update your
disclosures in the section titled "Fair Value of Pagaya Ordinary
Shares" on page 108
that reference the "absence of a public trading market" and the Board
determining the value
of your ordinary shares, as it appears these disclosures are no longer
correct.
Risk Factors, page 16
2. Please add a
separately-captioned risk factor discussing the dilutive effect on the
company's share price
as a result of the pricing mechanism whereby B. Riley Principal
Capital II will
purchase securities at a 3.0% discount to the VWAP.
Gal Krubiner
Pagaya Technologies Ltd.
August 31, 2022
Page 2
Management's Discussion and Analysis of Financial Condition, page 89
3. We note that the projected Adjusted EBITDA for 2022 was $112 million, as
set forth in
the unaudited prospective financial information management prepared and
provided to the
Board, the company s financial advisors and EJF Acquisition Corp. in
connection with the
evaluation of the Business Combination. We also note that your actual
Adjusted EBITDA
for the Six Months Ended June 30, 2022 was approximately $9.3 million,
and for the
Three Months Ended June 30, 2022 was approximately $4.9 million. Your
press release
states that according to the company's outlook for full-year 2022 the
Adjusted EBITDA is
expected to range between negative $20 million and positive $10 million.
It appears that
you may miss your 2022 Adjusted EBITDA projection. If applicable, please
update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide
updated
information about the company s financial position and further risks to
the business
operations and liquidity in light of these circumstances.
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 31, 2022 Page 2
cc: John T. McKenna, Esq.
FirstName LastName