0001628280-23-012145 | POS AM | XBRL Viewer

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Cover	12 Months Ended
Cover	Dec. 31, 2022
Cover [Abstract]
Document Type	POS AM
Entity Registrant Name	Pagaya Technologies Ltd.
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Entity Central Index Key	0001883085
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	This post-effective amendment is being filed to update the Registration Statement to (i) include information contained in the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022 and (ii) to update certain other information in such Registration Statement.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 309,793	$ 190,778
Restricted cash	22,539	7,000
Short-term deposits	0	5,020
Fees and other receivables (including related party receivables of $49,427 and $32,332 of December 31, 2022 and December 31, 2021, respectively)	59,219	32,332
Investments in loans and securities	1,007	5,142
Prepaid expenses and other current assets (including related party assets of $18,783 and $1,367 as of December 31, 2022 and December 31, 2021, respectively)	27,258	6,263
Total current assets	419,816	246,535
Restricted cash	4,744	6,797
Fees and other receivables (including related party receivables of $38,332 and $19,208 as of December 31, 2022 and December 31, 2021, respectively)	38,774	19,208
Investments in loans and securities	462,969	277,582
Equity method and other investments	25,894	14,841
Right-of-use asset	61,077
Property and equipment, net	31,663	7,648
Deferred tax assets, net		5,681
Deferred offering costs	0	11,966
Prepaid expenses and other assets	142	0
Total non-current assets	625,263	343,723
Total Assets	1,045,079	590,258
Current liabilities:
Accounts payable	1,739	11,580
Accrued expenses and other liabilities (including related party liabilities of $636 and $2,510 as of December 31, 2022 and December 31, 2021, respectively)	49,496	17,093
Operating lease liability - current	8,530
Secured borrowing - current	61,829	0
Income taxes payable - current	6,424	0
Total current liabilities	128,018	28,673
Non-current liabilities:
Warrant liability	1,400	27,469
Revolving credit facility	15,000	0
Secured borrowing - non-current	77,802	37,905
Operating lease liability - non-current	49,097
Income taxes payable - non-current	7,771	11,812
Deferred tax liabilities, net - non-current	568
Total non-current liabilities	151,638	77,186
Liabilities	279,656	105,859
Redeemable convertible preferred shares	0	307,047
Shareholders’ equity (deficit):
Additional paid-in capital	968,432	113,170
Accumulated other comprehensive income (loss)	(713)	0
Accumulated deficit	(414,199)	(111,878)
Total Pagaya Technologies Ltd. shareholders’ equity	553,520	1,292
Noncontrolling interests	211,903	176,060
Total shareholders’ equity	765,423	177,352
Total Liabilities, Redeemable Convertible Preferred Shares and Shareholders’ Equity	$ 1,045,079	$ 590,258

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Related party receivables	$ 49,427	$ 32,332
Related party assets	18,783	1,367
Due from related parties	38,332	19,208
Current liabilities:
Related party liabilities	$ 636	$ 2,510

- Definition

Aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date, which are usually due after one year (or one business cycle).

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- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Revenue

Revenue from fees (including related party revenues of $653,471, $445,866 and $91,740 for the years ended December 31, 2022, 2021 and 2020, respectively)

$ 685,414

$ 445,866

$ 91,740

Other Income

Interest income

57,758

28,877

6,993

Investment income (loss)

^[1]

5,756

(155)

277

Total Revenue and Other Income

748,928

474,588

99,010

Costs and Operating Expenses

Production costs

451,084

232,324

49,085

Research and development

150,933

66,211

12,332

Sales and marketing

104,203

49,627

5,668

General and administrative

294,213

132,235

10,672

Total Costs and Operating Expenses

1,000,433

480,397

77,757

Operating Income (Loss)

(251,505)

(5,809)

21,253

Other income (loss), net

(24,869)

(55,839)

(55)

Income (Loss) Before Income Taxes

(276,374)

(61,648)

21,198

Income tax expense (benefit)

16,400

7,875

1,276

Net Income (Loss) Including Noncontrolling Interests

(292,774)

(69,523)

19,922

Less: Net income (loss) attributable to noncontrolling interests

9,547

21,628

5,452

Net Income (Loss) Attributable to Pagaya Technologies Ltd.

(302,321)

(91,151)

14,470

Per share data:

Less: Undistributed earnings allocated to participating securities

12,205

19,558

9,558

Less: Deemed dividend distribution

23,612

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders

$ (314,526)

$ (134,321)

$ 4,912

Net income (loss) per share attributable to Pagaya Technologies Ltd.:

Basic (in dollars per share)

^[2]

$ (0.69)

$ 0.03

Diluted (in dollars per share)

^[2]

$ (0.69)

$ 0.02

Weighted average shares outstanding:

Basic (in shares)

^[2]

459,044,846

195,312,586

191,146,436

Diluted (in shares)

^[2]

459,044,846

195,312,586

206,915,248

[1]	Includes income from proprietary investments.
[2]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) $ in Thousands		12 Months Ended
	Jun. 22, 2022	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Income Statement [Abstract]
Related party revenue		$ 653,471	$ 445,866	$ 91,740
Reverse stock split	0.0054

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net Income (Loss) Including Noncontrolling Interests	$ (292,774)	$ (69,523)	$ 19,922
Other Comprehensive Loss:
Noncredit component of other than temporary impairment losses	(2,122)	0	0
Comprehensive Income (Loss) Including Noncontrolling Interests	(294,896)	(69,523)	19,922
Less: Comprehensive income (loss) attributable to noncontrolling interests	8,138	21,628	5,452
Comprehensive Income (Loss) Attributable to Pagaya Technologies Ltd.	$ (303,034)	$ (91,151)	$ 14,470

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Series D

Series E

Series B

Total Pagaya Technologies Ltd. Shareholders’ Equity (Deficit)

Ordinary Shares (Class A and Class B)

Additional Paid-In Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings (Accumulated Deficit)

Non-Controlling Interests

Beginning balance at Dec. 31, 2019

^[1]

240,046,195

Beginning balance (in shares) at Dec. 31, 2019

$ 43,613

Redeemable Convertible Preferred Shares

Number of shares issued (in shares)

^[1]

63,806,415

Issuance of convertible preferred shares net of issuance costs

$ 48,146

Issuance of preferred shares upon exercise of warrants (in shares)

^[1]

17,953,350

Issuance of preferred shares upon exercise of warrants

$ 14,222

Ending balance at Dec. 31, 2020

^[1]

321,805,960

Ending balance (in shares) at Dec. 31, 2020

$ 105,981

Beginning balance (in shares) at Dec. 31, 2019

188,621,632

Beginning balance at Dec. 31, 2019

$ 13,375

$ (11,426)

$ 0

$ 159

$ 0

$ (11,585)

$ 24,801

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of ordinary shares upon exercise of share options (in shares)

1,775,510

Share-based compensation

$ 156

156

Contributions of interests in consolidated VIEs

74,560

Return of capital to interests in consolidated VIEs

(19,868)

Net Income (Loss) Including Noncontrolling Interests

19,922

14,470

5,452

Ending balance (in shares) at Dec. 31, 2020

190,397,142

Ending balance at Dec. 31, 2020

$ 88,145

3,200

$ 0

315

2,885

84,945

Redeemable Convertible Preferred Shares

Number of shares issued (in shares)

^[1]

45,853,066

35,006,986

Issuance of convertible preferred shares net of issuance costs

$ 36,639

$ 136,006

Issuance of preferred shares upon exercise of warrants (in shares)

^[1]

1,000,616

2,732,401

Issuance of preferred shares upon exercise of warrants

$ 6,009

$ 22,412

Ending balance at Dec. 31, 2021

^[1]

406,399,029

Ending balance (in shares) at Dec. 31, 2021

$ 307,047

$ 105,016

$ 136,006

$ 36,635

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of ordinary shares upon exercise of share options (in shares)

3,948,649

Issuance of ordinary shares upon exercise of share options

$ 346

346

Share-based compensation

68,090

Deemed contribution

23,612

Deemed dividend distribution

(23,612)

Issuance of ordinary share warrants

20,807

Contributions of interests in consolidated VIEs

151,035

Return of capital to interests in consolidated VIEs

(81,548)

Net Income (Loss) Including Noncontrolling Interests

(69,523)

(91,151)

21,628

Ending balance (in shares) at Dec. 31, 2021

194,345,791

Ending balance at Dec. 31, 2021

$ 177,352

1,292

$ 0

113,170

(111,878)

176,060

Redeemable Convertible Preferred Shares

Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs of $57,400 (in shares)

^[1]

(406,399,029)

Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs of $57,400

$ (307,047)

Ending balance at Dec. 31, 2022

^[1]

Ending balance (in shares) at Dec. 31, 2022

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of ordinary shares upon exercise of share options (in shares)

16,725,583

Issuance of ordinary shares upon exercise of share options

$ 1,617

1,617

Issuance of ordinary shares upon vesting of RSUs (in shares)

122,906

Issuance of ordinary shares upon exercise of warrants (in shares)

22,539,369

Number of shares of common stock issued (in shares)

46,536

Issuance of ordinary shares related to commitment shares

1,000

Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs of $57,400 (in shares)

449,531,406

Issuance of ordinary shares in connection with the Merger and PIPE Investment, net of issuance costs of $57,400

581,359

Share-based compensation

250,711

Issuance of ordinary share warrants

20,575

Contributions of interests in consolidated VIEs

105,469

Return of capital to interests in consolidated VIEs

(77,764)

Other comprehensive income (loss)

(2,122)

(713)

(1,409)

Net Income (Loss) Including Noncontrolling Interests

(292,774)

(302,321)

9,547

Ending balance (in shares) at Dec. 31, 2022

683,311,591

Ending balance at Dec. 31, 2022

$ 765,423

$ 553,520

$ 0

$ 968,432

$ (713)

$ (414,199)

$ 211,903

[1]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Temporary equity, issuance costs			$ 412
Issuance costs	$ 57,400
Series D
Temporary equity, issuance costs		$ 11	$ 128
Series E
Temporary equity, issuance costs		$ 158

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Cash flows from operating activities

Net Income (Loss) Including Noncontrolling Interests

$ (292,774)

$ (69,523)

$ 19,922

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Equity method income (loss)

^[1]

(5,756)

155

(277)

Loss on sale of equity method investments

421

Depreciation and amortization

6,294

815

290

Share-based compensation

241,689

67,785

156

Fair value adjustment to warrant liability

(11,088)

53,019

489

Issuance of ordinary shares related to commitment shares

1,000

Other than temporary impairment of investments in loans and securities

33,704

Impairment of goodwill and other intangible assets

3,209

Gain from the extinguishment of the Option

(543)

Change in operating assets and liabilities:

Fees and other receivables

(46,453)

(27,555)

(19,720)

Deferred tax assets, net

5,681

(3,378)

(2,303)

Deferred tax liabilities, net

568

Prepaid expenses and other assets

(23,227)

(4,738)

123

Right-of-use asset

7,742

Accounts payable

(9,841)

10,999

427

Accrued expenses and other liabilities

32,403

13,407

2,457

Operating lease liability

(11,192)

Income tax payable

2,383

8,404

3,236

Net cash (used in) provided by operating activities

(40,000)

49,811

4,257

Proceeds from the sale/maturity/prepayment of:

Investments in loans and securities

112,897

28,904

29,008

Short-term deposits

5,020

53,412

(48,353)

Equity method and other investments

453

8,925

350

Payments for the purchase of:

Investments in loans and securities

(355,633)

(202,366)

(102,665)

Property and equipment

(22,406)

(6,624)

(1,097)

Equity method and other investments

(5,750)

(22,991)

Net cash used in investing activities

(265,419)

(140,740)

(122,757)

Cash flows from financing activities

Proceeds from sale of ordinary shares in connection with the EJFA Merger and PIPE Investment, net of issuance costs

291,872

Proceeds from issuance of redeemable convertible preferred shares, net

172,645

64,810

Proceeds from issuance of ordinary share warrants, net

20,807

Proceeds from secured borrowing

139,413

37,905

Proceeds received from noncontrolling interests

105,469

151,035

74,560

Proceeds from revolving credit facility

42,100

Proceeds from exercise of stock options

1,617

346

Proceeds from exercise of redeemable convertible preferred shares warrants

400

Distribution made to noncontrolling interests

(77,764)

(81,548)

(19,868)

Distribution made to revolving credit facility

(27,100)

Distribution made to secured borrowing

(37,687)

Payment for deferred offering costs

(11,966)

Net cash provided by financing activities

437,920

289,624

119,502

Net increase in cash, cash equivalents and restricted cash

132,501

198,695

1,002

Cash, cash equivalents and restricted cash, beginning of period

204,575

5,880

4,878

Cash, cash equivalents and restricted cash, end of period

337,076

204,575

5,880

Reconciliation of cash, cash equivalents, and restricted cash within the consolidated statements of financial position to the amounts shown in the statements of cash flow above:

Cash and cash equivalents

309,793

190,778

5,066

Restricted cash

22,539

7,000

Restricted cash, non-current

4,744

6,797

814

Cash, cash equivalents and restricted cash

337,076

204,575

5,880

Supplemental disclosures of cash flow information

Cash paid for taxes

6,941

2,609

324

Cash paid for interests

4,341

Supplemental disclosure of non-cash investing and financing activities

Initial recognition of ROU assets and operating lease liability

68,819

Deemed dividend from Secondary transactions

23,612

Issuance of redeemable convertible preferred shares upon exercise of warrants

28,421

1,899

Issuance of the Option

543

Asset-Backed Securities

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Loss on investments

15,007

Other loans and receivables

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Loss on investments

$ 10,651

$ 0

[1]	Includes income from proprietary investments.

BUSINESS DESCRIPTION	12 Months Ended
BUSINESS DESCRIPTION	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS DESCRIPTION	BUSINESS DESCRIPTION Pagaya Technologies Ltd. and its consolidated subsidiaries (together “Pagaya” or the “Company”) is a technology company that deploys sophisticated data science, machine learning and AI technology to drive better results for financial services and other service providers, their customers, and asset investors. Services providers integrated with Pagaya’s network, which are referred to as “Partners,” range from high-growth financial technology companies to incumbent banks and financial institutions, auto finance providers and residential real estate service providers. Partners have access to Pagaya’s network in order to assist with extending financial products to their customers, in turn helping those customers fulfill their financial needs and dreams. These assets originated by Partners with the assistance of Pagaya’s AI technology are eligible to be acquired by Financing Vehicles. Pagaya Technologies Ltd. was founded in 2016 and is organized under the laws of the State of Israel. Pagaya has its primary offices in Israel and the United States.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”) if any.

All intercompany accounts and transactions have been eliminated. The Company’s functional and reporting currency is the U.S. Dollar.

Variable Interest Entities

A VIE is a legal entity that has a total equity investment that is insufficient to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which may change with fluctuations in the fair value of the VIE’s net assets. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and an obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates a VIE when it is deemed to be the primary beneficiary. The Company assesses whether or not it is the primary beneficiary of a VIE at initial involvement and on an ongoing basis. Refer to Note 7 for additional information.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions made in the accompanying consolidated financial statements, which Management believes are critical in understanding and evaluating the Company’s reported financial results include, but are not limited to: (i) share-based compensation; (ii) derivative and/or freestanding liabilities pertaining to warrants and preferred share; (iii) the Option; (iv) consolidation of VIEs; (v) revenue recognition; (vi) deferred tax assets and valuation allowance; (vii) valuation of goodwill and intangible assets; and (viii) the determination of allowance for loan loss reserves for loans held for investment. The Company bases its estimates or assumptions on various factors it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the years ended December 31, 2022, 2021 and 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods.

Segment Reporting

The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its financials as a single reporting segment. The Company’s chief operating decision-maker is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment.

Foreign Currency

The functional and reporting currency of the Company is the U.S. Dollar as it is the currency of the primary economic environment in which Pagaya’s operations are conducted. The monetary assets and liabilities denominated in currencies other than the U.S. Dollar are accordingly remeasured into U.S. Dollars at exchange rates in effect at the end of each period in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the Statements of Operations and Comprehensive Income (Loss) within Other expenses, net, as appropriate. Foreign currency translations were immaterial in all periods presented.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of checking, money market and savings accounts held at financial institutions or highly liquid investments purchased with an original maturity of three months or less. Cash equivalents are stated at carrying value, which approximates fair value.

Restricted cash consists primarily of deposits restricted by standby letters of credit for lease facilities. The Company has no ability to draw on such funds as long as the funds remain restricted under the applicable agreements.

The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flow (in thousands):


	December 31,
	2022		2021
	(in thousands)
Cash and cash equivalents	$	309,793	$	190,778
Restricted cash	22,539		7,000
Restricted cash, non-current	4,744		6,797
Cash, cash equivalents and restricted cash	$	337,076	$	204,575

Bank Deposits

Concentrations of Credit Risk and Significant Customers

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash, bank deposits and fees receivable. Cash and cash equivalents are principally maintained with major financial institutions, which management assesses to be of high credit quality. The Company has not experienced any losses on these deposits.

The Company’s fees receivable balances are predominantly with agreements with customers, and these are subject to normal credit risks which management believes to be not significant.

Significant customers are those which represent 10% or more of the Company’s total revenue for each respective period presented. Three related parties individually represented greater than 10% of total revenue and collectively totaled approximately 42% for year ended December 31, 2022. Two related parties individually represented greater than 10% of total revenue and collectively totaled approximately 42% for the year ended December 31, 2021. During the year ended December 31, 2020, three related parties individually represented greater than 10% of total revenue and collectively totaled approximately 57%.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon models that use, as inputs, observable market-based parameters to the greatest extent possible.

Additionally, ASC 820 established a fair value hierarchy to categorize the use of inputs into the following three levels:

Level 1—Quoted prices, unadjusted, for identical assets or liabilities in active markets.

Level 2—Pricing inputs are other than quoted prices in active markets and include 1) quoted prices for similar assets or liabilities in active markets, 2) quoted prices for identical or similar assets or liabilities in markets that are not active, and 3) or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3—Pricing inputs are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

Management believes that the carrying amount of cash and cash equivalents, fees receivable, accounts payables and other current liabilities approximate their fair value due to the short-term maturities of these instruments.

Investments in Loans and Securities

A wholly-owned subsidiary (“Sponsor”) previously sponsored 30 securitization transactions (the “Securitizations”) during 2022, 2021 and 2020, each through a separate trust structure with an asset portfolio consisting of unsecured consumer loans, auto loans or real estate assets. Each Securitization’s asset portfolio was structured by the Sponsor, which is also the administrator of each Securitization. The Sponsor, directly and indirectly through affiliates, retained at least 5% of the economic risk in the Securitizations to comply with risk retention required by Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by Securities and Exchange Commission.

The Sponsor determines the appropriate classification of loans and securities at the time of purchase. The Company’s direct investments in securitizations are classified as held-to-maturity and carried at amortized cost. The Company classifies investments as held-to-maturity when it has the intent and ability to hold the security to maturity. When evaluating intent for a particular security, the Company considers circumstances that have in the past led, or may in the future lead, to a decision to sell securities. The Company analyzes each security to determine whether it has the intent and ability to hold until maturity on a continual basis.

Investments in loans and securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity, and changes in the availability and the yield of alternative investments will be classified as available for sale (“AFS”). These investments are carried at fair value determined using public market prices, dealer quotes, and prices obtained from independent pricing services that may be derivable from observable and unobservable market inputs. The Company may have investments classified as AFS from time to time but does not have any investments classified as AFS as of December 31, 2022 or December 31, 2021.

Certain loans, which the Company purchased from the Sponsor, are classified as held for investment. Loans held for investment are recorded at amortized cost, less an allowance for potential uncollectible amounts. Amortized cost basis represents principal amounts outstanding, net of unearned income, premiums or discounts on purchased loans and charge-offs. The Company’s intent and ability to designate loans as held for investment in the future may change based on changes in business strategies, the economic environment, and market conditions. As of December 31, 2022 and 2021, the Company held $13.8 million and $12.7 million of loans held for investment, respectively.

Trading securities are bought and held principally for the purpose of reselling in the near term with the objective of generating revenues on short-term variations in price. Trading securities are held at fair value with realized gains and losses recorded on a trade date basis. The Company does not have any investments classified as trading as of December 31, 2022 or December 31, 2021.

An investment is impaired if the fair value of the investment is less than its amortized cost basis. The Company determines whether the impairment has resulted from a credit loss or other factors. The Company determines whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit losses, up to the amount of the impairment when appropriate, and write down the amortized cost basis of the investment if it is more likely than not the Company will be required, or the Company intends to sell the investment before recovery of its amortized cost basis, or the Company did not expect to collect cash flows sufficient to recover the amortized cost basis of the investment. The recognition of other-than-temporary impairment losses is dependent on the facts and circumstances related to the specific investment. If the Company intends to sell the investment or it is more likely than not that the Company would be required to sell the investment prior to recovery of the amortized cost, the difference between amortized cost and fair value is recognized in the income statement as an other-than-temporary impairment. The Company recognizes the credit loss portion through other income (loss), net in the statements of operations and the noncredit loss portion in accumulated other comprehensive loss.

Equity Method Investments

The Company elected to account for its equity investments using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. The investments are reviewed periodically to determine if their respective values have appreciated or have been impaired, and adjustments are recorded as necessary. During the year ended

December 31, 2022, the Company recorded an income in amount of $5.8 million related to revaluation of its investments in privately held companies. See Note 6 for additional information.

Property and Equipment, Net

Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Useful lives by asset category are as follows:


Computer and software			3 to 7 years
Equipment			3 to 7 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life (10 years)
Internal-Use Software			2 years

Maintenance and repairs that do not enhance or extend the asset’s useful life are expensed as incurred. Major replacements, improvements and additions are capitalized. Upon the sale or retirement of property and equipment, the cost and the related accumulated depreciation or amortization are removed from the consolidated financial statements, with any resulting gain or loss included in the consolidated Statements of Operations and Comprehensive Income (Loss).

Property and equipment is tested for when there is an indication that the carrying value of an asset group may not be recoverable. Carrying values are not recoverable when the undiscounted cash flows estimated to be generated by the assets are less than their carrying values. When an asset is determined not to be recoverable, the impairment is measured based on the excess, if any, of the carrying value of the asset over its respective fair value and recorded in the period the determination is made.

Internal-Use Software

Internally developed software is capitalized upon completion of the preliminary project stage, when it becomes probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and payroll related costs for employees directly involved in development efforts. Costs related to the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements. Capitalized internal-use software is included in property and equipment, net, in the consolidated balance sheets, and amortization expense is included in general and administrative expenses in the consolidated statements of operations. The Company reviews on a regular basis list of projects that are in process and if the project is to be abandoned or discontinued and the capitalized costs associated with that project are expensed immediately.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded at their initial fair value on the date of issuance and remeasured each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash other income or expense in the accompanying consolidated statements of operations and comprehensive income.

Revenue Recognition

The Company’s revenue consists of two components: revenue from fees and revenue from other income, which is comprised of interest income and investment income.

The amount of revenue from fees recognized reflects the consideration that the Company expects to receive in exchange for services provided. The Company applied the following five steps:

1.Identification of the contract with the customer:

The Company determines a contract with a customer exists when each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, a conclusion has been reached that the customer has the ability and intent to pay, and the contract has commercial substance.

2.Identification of the performance obligations in the contract:

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct and separately identifiable, whereby the customer can benefit from the services.

3.Determination of the transaction price:

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Payment terms and conditions vary by contract.

4.Allocation of the transaction price to the performance obligations in the contract:

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation.

5.Recognition of revenue when, or as, a performance obligation is satisfied:

Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised delivery of service to the customer.

Revenue From Fees

Revenue from fees is comprised of Network AI fees and Contract fees. Network AI fees can be further broken down into two fee streams: AI integration fees and capital markets execution fees. AI integration fees are earned from Partners in Financing Vehicles for the creation, sourcing and delivery of that assets that comprise Network Volume. The Company utilizes multiple funding channels to enable the purchase of network assets from Partners, such as asset backed securitizations (“ABS”). Capital markets execution fees are earned from the market pricing of ABS transactions. Contract fees are related to the management, performance and other fees earned for administering Financing Vehicles. These fees are the result of agreements with customers and are recognized in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue is generally recognized on a gross basis in accordance with ASC 606 related to reporting revenue on a gross basis as a principal versus on a net basis as an agent. This is because the Company is primarily responsible for integrating the various services fulfilled by Partners and is ultimately responsible to the Financing Vehicles for the

fulfillment of the related services. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records revenue on a net basis.

Network AI fees, comprised of AI integration fees and capital markets execution fees, totaled $616.9 million, $387.1 million and $65.8 million, for the years ended December 31, 2022, 2021 and 2020, respectively. Expenses to third parties for services that are integrated with the Company’s technology are recorded in the consolidated Statements of operations as Production Costs.

Real estate fees, which are included in Network AI fees, are earned for the obligations to arrange for the purchase of real estate assets, provide administrative services, arrange for the eventual sale of the assets, and provide pre-and post-purchase services including the right to earn performance fees. All of these fees are recognized over time except for the purchase and sale obligations, which are satisfied at the point in time of the respective transactions. As the Company is a principal for these services, revenues are recorded on a gross basis.

Contract fees include administration and management fees, performances fees, and servicing fees. Contract fees totaled $68.5 million, $58.8 million and $25.9 million for the year ended December 31, 2022, 2021 and 2020, respectively. The Company recognizes administration fees over the service period for the Financing Vehicles managed or administered by the Company.

Performance fees are earned when certain Financing Vehicles exceed contractual return thresholds. They are recognized only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. An estimate is made by the Company based on a variety of factors including market conditions and expected loan performance. In the following period, the true performance is measured and then adjusted to ensure that the fees accurately represent actual performance. As such, there are revenues that result from performance obligations satisfied in the previous year. During the years ended 2022, 2021 and 2020, $3.8 million, $1.2 million and $0.0 million, respectively, worth of fees represent performance obligations satisfied in the previous year that were lesser than the original estimate.

Servicing fees for the Financing Vehicles, which primarily involve collecting payments and providing reporting on the loans within the securitization vehicles, are recognized over the service period. These duties have been considered to be agent responsibilities and does not include acting as a loan servicer. Accordingly, servicing fees are recorded on a net basis.

As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between payment and the transfer of services is expected to be one year or less.

For the years ended December 31, 2022, 2021 and 2020, the finance component out of total consideration was not material.

Once revenue is recognized, it is recorded on the balance sheet in fees and other receivables until the payment is received from the customer. The timing of the recognition depends on the type of service as described above.


	2022		2021		2020
	(in thousands)
Services transferred at a point in time	$	661,646	$	420,460	$	75,180
Services transferred over time	23,768		25,406		16,560
Total revenue from fees, net	$	685,414	$	445,866	$	91,740

The Company had no material contract assets, contract liabilities, or deferred contract costs recorded as of December 31, 2022 and December 31, 2021.

Interest Income

Interest income is recognized based on projected cashflow according to the ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company accrues interest income on investments based on the effective interest

rate of the investments and recorded as interest income as earned. Interest income earned from cash and cash equivalents is recorded on an accrual basis to the extent such interest is earned and expected to be collected.

Production Costs

Production costs are primarily comprised of (i) fees the Company pays in Partners when network volume is acquired by Financing Vehicles as the Partners are responsible for marketing and customer interaction, facilitating the flow of additional application flow, and (ii) expenses the Company incurs to renovate single family residence assets.

Research and development costs

Research and development costs are primarily engineering and product development expenses which primarily consists of payroll and other employee-related expenses, including share-based compensation expenses, for the engineering and product development teams as well the costs of systems and tools used by these teams. These costs are recognized in the period incurred.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated statements of financial position as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

Share-Based Compensation

The Company grants options to employees and nonemployees. The Company measures options based on the estimated grant date fair values, which the Company determines using the Black-Scholes option-pricing model. The Company records the resulting expense in the consolidated Statements of Operations and Comprehensive Income (Loss) using the straight-line method over the period of service required to vest in the award, which is generally two to four years. The Company accounts for forfeitures as they occur.

For nonemployee share options, the fair value is remeasured as the share options vest, and the resulting change in fair value, if any, is recognized in the consolidated Statements of Operations and Comprehensive Income (Loss) during the period the related services are rendered.

The Company also grants options to restricted shares to certain employees and directors. The Company measures options to restricted shares based on the estimated grant date fair values, which the Company determines using the Monte Carlo simulation model implemented in a risk-neutral valuation framework. The Company records the resulting expense in the consolidated Statements of Operations and Comprehensive Income (Loss) using the straight-line method over the period of service required to vest in the award, which is generally two to four years. The Company accounts for forfeitures as they occur.

Income Taxes

The Company uses the liability method of accounting for income taxes, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statements carrying amounts of existing assets and liabilities and their

respective tax bases, operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws expected to apply to taxable income when the differences are expected to reverse.

The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under assets and liabilities, respectively.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex federal and state tax laws and regulations. ASC 740, “Income Taxes” (“ASC 740”) states that a tax benefit from an uncertain tax position may be recognized (1) when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company records unrecognized tax benefits as liabilities in accordance with ASC 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from management’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

The Company recognizes interest and penalties related to unrecognized tax benefits in taxes on income expense.

Basic and Diluted Net income (loss) per Ordinary Share

The Company calculates net income (loss) per share using the two-class method required for participating securities. The two-class method requires income (loss) available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company’s redeemable convertible preferred shares contractually entitle the holders of such shares to participate in distribution but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, for the periods where the Company is in a net loss position, the Company does not allocate any net loss attributable to ordinary shareholders to the redeemable convertible preferred shares.

The Company calculates basic net income (loss) per share attributable to ordinary shareholders by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period.

The Company calculates diluted net income (loss) per share attributable to ordinary shareholders by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding after giving consideration to the dilutive effect of the redeemable convertible preferred shares, share options, and preferred shares warrants that are outstanding during the period.

Recently Adopted Accounting Pronouncements

Earnings Per Share

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivative and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarifies an issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The Company adopted ASU No. 2021-04 beginning January 1, 2022 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard is effective for public entities for fiscal years beginning after December 15, 2018 and for the Company for fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which defers the effective date of ASU 2016-02 for non-public entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Effective January 1, 2022, the Company adopted ASU 2016-02, using a modified retrospective approach. The impact of this standard resulted in an increase of "right-of-use" assets and lease liabilities related to existing operating leases of approximately $43 million as of January 1, 2022 on the consolidated financial statements. Adoption of the standard also resulted in additional required disclosures. See Note 9 for additional information.

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. These exceptions include the exception to the incremental approach for intra period tax allocation in the event of a loss from continuing operations and income or a gain from other items (such as other comprehensive income), and the exception to using general methodology for the interim period tax accounting for year-to-date losses that exceed anticipated losses. The guidance will be effective for the Company for the fiscal year beginning January 1, 2022, and interim periods within fiscal years beginning January 1, 2023. Early adoption is permitted. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.

Financial Instruments—Credit Losses

In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and disclosures.

Convertible Debt Instruments

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. The guidance will be effective for the Company for the fiscal year beginning January 1, 2024 and interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020.

The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures.

MERGER	12 Months Ended
MERGER	Dec. 31, 2022
Reverse Recapitalization [Abstract]
MERGER	MERGER On June 22, 2022 (the “EJFA Closing Date”), the Company consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated September 15, 2021 (the “EJFA Merger Agreement”), by and among the Company, EJF Acquisition Corp., a Cayman Islands exempted company (“EJFA”), and Rigel Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“EJFA Merger Sub”). On the EJFA Closing Date, the following transactions occurred pursuant to the terms of the EJFA Merger Agreement: •(i) immediately prior to the effective time (the “Effective Time”) of the EJFA Merger (as defined below), each preferred share, with nominal value New Israeli Shekel 0.01, of Pagaya (each, a “Pagaya Preferred Share”) was converted into ordinary shares, with no par value, of Pagaya (each, a “Pagaya Ordinary Share”) in accordance with Pagaya’s organizational documents (the “Conversion”), (ii) immediately following the Conversion but prior to the Effective Time, Pagaya adopted amended and restated articles of association of Pagaya, (iii) immediately following such adoption but prior to the Effective Time, Pagaya effected a stock split of each Pagaya Ordinary Share and each Pagaya Ordinary Share underlying any outstanding options to acquire Pagaya Ordinary Shares, whether vested or unvested, into such number of Pagaya Ordinary Shares calculated in accordance with the terms of the EJFA Merger Agreement such that each Pagaya Ordinary Share has a value of $10.00 per share after giving effect to such stock split (the “Stock Split”), with the three founders of Pagaya (including any trusts the beneficiary of which is a founder of Pagaya and to the extent that a founder of Pagaya has the right to vote the shares held by such trust) (in their capacity as shareholders of Pagaya, the “Founders”) each receiving Class B ordinary shares of Pagaya, without par value (the “Pagaya Class B Ordinary Shares”), which carry voting rights in the form of ten (10) votes per share of Pagaya, and the other shareholders of Pagaya receiving Class A ordinary shares of Pagaya, without par value (the “Pagaya Class A Ordinary Shares”), which are economically equivalent to the Pagaya Class B Ordinary Shares and carry voting rights in the form of one (1) vote per share of Pagaya, in accordance with Pagaya’s organizational documents (the “Reclassification” and, together with the Conversion and the Stock Split, the “Capital Restructuring”); •at the Effective Time, EJFA Merger Sub merged with and into EJFA (the “EJFA Merger”), with EJFA continuing as the surviving company after the EJFA Merger (the “Surviving Company”), and, as a result of the EJFA Merger, the Surviving Company became a direct, wholly-owned subsidiary of Pagaya; and •at the Effective Time, (i) each Class B ordinary share, par value $0.0001 per share, of EJFA (the “EJFA Class B Shares”) issued and outstanding immediately prior to the Effective Time other than all shares of EJFA held by EJFA, EJFA Merger Sub or Pagaya or any of its subsidiaries at that time (such shares, the “Excluded Shares”), was no longer outstanding and was converted into the right of the holder thereof to receive one Pagaya Class A Ordinary Share after giving effect to the Capital Restructuring, (ii) each Class A ordinary share, par value $0.0001 per share, of EJFA (the “EJFA Class A Shares”) issued and outstanding immediately prior to the Effective Time other than the Excluded Shares was no longer outstanding and was converted into the right of the holder thereof to receive one Pagaya Class A Ordinary Share after giving effect to the Capital Restructuring, (iii) each issued and outstanding warrant of EJFA sold to the public and to Wilson Boulevard LLC, a Delaware limited liability company, in a private placement in connection with EJFA’s initial public offering (the “EJFA Warrants”) was automatically and irrevocably assumed by Pagaya and converted into a corresponding warrant exercisable for Pagaya Class A Ordinary Shares (“Pagaya Warrants”). The warrants acquired in the EJFA Merger include (a) redeemable warrants issued by EJFA and sold as part of the units in the EJFA IPO (whether they were purchased in the EJFA IPO or thereafter in the open market), which are exercisable for an aggregate of 9,583,333 shares of common stock at a purchase price of $11.50 per share (the “EJFA Public Warrants”) and (b) warrants issued by EJFA to Wilson Boulevard LLC in a private placement simultaneously with the closing of the EJFA IPO, which are exercisable for an aggregate of 5,166,667 shares of common stock at a purchase price of $11.50 per share (the “EJFA Private Placement Warrants”). See Note 10 for additional information. The EJFA Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Pagaya has been determined to be the accounting acquirer, primarily due to the fact that Pagaya Shareholders will continue to control the post-Closing combined company. On the EJFA Closing Date, simultaneous with the closing of the EJFA Merger, the Company completed a PIPE financing whereby the Company received $350 million gross proceeds in exchange for 35,000,000 shares of common stock. Total gross proceeds resulting from the transactions were $350 million, out of which total transaction costs amounted to approximately $57.3 million. The transaction costs allocated to the warrants liabilities in the amount of $1.2 million were recognized as expenses in the Company’s consolidated statement of operations and comprehensive income (loss). In connection with the EJFA Merger, the Company’s board of directors approved a 1:186.9 stock split and a change in par value from NIS 0.01 to no par value. As a result, all shares, options, warrants, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split and change in par value had been in effect as of the date of these consolidated financial statements.

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

Property and equipment, net

Property and equipment, net, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Computer and software	$	37,517	$	7,638
Equipment	765		566
Leasehold improvements	922		681
Property and equipment, gross	39,204		8,885
Less: accumulated depreciation and amortization	(7,541)		(1,237)
Property and equipment, net	$	31,663	$	7,648

The Company capitalized $29.4 million, $4.0 million and $0.5 million, of internally developed costs during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and December 31, 2021, internally developed software costs balances, included in property and equipment, net, are $28.2 million and $4.4 million, respectively.

Depreciation and amortization expense was $6.3 million, $0.8 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

During the year ended December 31, 2022, the Company wrote off certain internally developed software, and reported $0.7 million of impairment loss within other income (loss), net in the statements of operations. No impairment losses related to property and equipment were recorded during the years ended December 31,, 2021 and 2020.

Prepaid and other current assets

Prepaid and other current assets, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Prepaid expenses	$	7,092	$	3,345
Related party receivables	18,783		1,367
Other current assets	1,383		1,551
Total Prepaid expenses and other current assets	$	27,258	$	6,263

Accrued expenses and other liabilities

Accrued expenses and other liabilities consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Employee payables	$	14,482	$	15,191
Other short-term liabilities	35,014		1,902
Total accrued expenses and other liabilities	$	49,496	$	17,093

BORROWINGS	12 Months Ended
BORROWINGS	Dec. 31, 2022
Debt Disclosure [Abstract]
BORROWINGS	BORROWINGS As of December 31, 2022 and 2021, the Company had secured borrowings with an outstanding balance of $139.6 million and $38.0 million, respectively, as well as a revolving credit facility with an outstanding balance of $15.0 million and $0.0 million, respectively. The Company was in compliance with all covenants. Risk Retention Master Repurchase In December 2021, RRRR Repo Funding Trust 2021-1 (the “2021 RR entity”), a consolidated VIE, entered into a master repurchase agreement (the “2021 RRRR Repurchase Agreement”) to finance the Company’s risk retention balance in notes retained from two securitization transactions. Under this agreement, the balance borrowed by the 2021 RR entity has an interest rate of 3.618% per annum (as may be adjusted in accordance with the 2021 RRRR Repurchase Agreement) and is repaid using cash proceeds received by the 2021 RR entity as part of monthly cash distributions from the two securitization notes and amounts on deposit in a reserve account. As of December 31, 2022 and 2021, the outstanding principal balance under the 2021 RRRR Financing Agreement $25.6 million and $38.0 million, respectively. In February and May 2022, Pagaya Structured Products LLC (the “PSP”), a wholly-owned subsidiary, entered into master repurchase agreements (the “Master Agreements”) to finance the Company’s risk retention balance in certain notes and certificates retained from securitization transactions. As of December 31, 2022, the outstanding principal balance under the Master Agreements was $99.0 million. Receivables Facility In October 2022, Pagaya Receivables LLC, a wholly-owned subsidiary, entered into a Loan and Security Agreement (the “LSA Agreement”) with certain lenders, which provides for a 3-year loan facility (the “Receivables Facility”) in a maximum principal amount of $22 million to finance certain eligible receivables purchased from sponsored securitization transactions. Borrowings under the Receivables Facility bear interest at a rate per annum equal to the adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 2.20%, and the balance is repaid using cash proceeds received from the receivables. As of December 31, 2022, the outstanding principal balance under the Receivables Facility was $15.0 million. Revolving Credit Facility In September 2022, the Company entered into a Senior Secured Revolving Credit Agreement (the “Credit Agreement”) with certain lenders. The Credit Agreement provides for a 3-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an initial principal amount of $167.5 million, which includes a sub-limit for letters of credit in an initial aggregate principal amount of $50.0 million, of which up to the U.S. dollar equivalent of $20.0 million may be issued in new Israeli shekels. The Revolving Credit Facility replaced the 2021 Credit Facility (as defined below). Proceeds of borrowings under the Revolving Credit Facility may be used to finance the Company’s ongoing working capital needs, permitted acquisitions or for general corporate purposes of the Company and its subsidiaries. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to either (i) a base rate (determined based on the prime rate and subject to a 1.00% floor) plus a margin of 1.75% or (ii) an adjusted term Secured Overnight Financing Rate (subject to a 0.00% floor) plus a margin of 2.75%. A commitment fee accrues on any unused portion of the commitments under the Revolving Credit Facility at a rate per annum of 0.25% and is payable quarterly in arrears. The Company may voluntarily prepay borrowings under the Revolving Credit Facility at any time and from time to time without premium or penalty, subject only to the payment of customary “breakage” costs. No amortization payments are required to be made in respect of borrowings under the Revolving Credit Facility. As of December 31, 2022, the outstanding principal balance under the Revolving Credit Facility was $15.0 million. Termination of 2021 Credit Facility In connection with entering into the Credit Agreement, the Company repaid all outstanding obligations with respect to, and terminated the commitments under, that certain Credit Agreement, dated as of December 23, 2021 (as amended among the Company and certain lenders (the “2021 Credit Facility”)). As of December 31, 2021, no borrowings was made under the 2021 Credit Facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

INVESTMENTS IN LOANS AND SECURITIES

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS IN LOANS AND SECURITIES

Investments in loans and securities are recorded at amortized cost as of December 31, 2022 and 2021 in the consolidated statements of financial position (in thousands). As provided in Note 7, a portion of these investments in loans and securities are consolidated as a result of the Company’s determination that it is the primary beneficiary of certain VIEs.


	As of December 31, 2022
Investments in loans and securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
ABS – Consumer / Auto Loan / Real Estate(1)	$	450,210	$	23,724	$	(7,263)	$	466,671
Other loans and receivables	13,766		—		—		13,766
Total	$	463,976	$	23,724	$	(7,263)	$	480,437

__________________

(1)During the year ended December 31, 2022, the Company recorded impairment loss of $33.7 million within other income (loss), net in the consolidated statements of operations.


	As of December 31, 2021
Investments in loans and securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
ABS – Consumer / Auto Loan	$	270,067	$	18,648	$	—	$	288,715
Other loans and receivables	12,657		—		—		12,657
Total	$	282,724	$	18,648	$	—	$	301,372

Equity Method and Other Investments

The following investments, including those accounted for under the equity method, are included within Equity method and other investments in the consolidated statements of financial position as of December 31, 2022 and 2021 (in thousands):


	Carrying Value
	December 31,
	2022		2021
Investments in Pagaya SmartResi F1 Fund, LP(1)	$	16,810	$	14,352
Other(2)	9,084		489
Total	$	25,894	$	14,841

__________________

(1)The Company owns approximately 5.4% and is the general partner of Pagaya Smartresi F1 Fund LP.

(2) Represents the Company’s proprietary investments. During the year ended December 31, 2022, the Company recorded an income in amount of $5.8 million related to revaluation of its investments. Income from these investments is included in Investment income in the consolidated statements of operations.

CONSOLIDATION AND VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION AND VARIABLE INTEREST ENTITIES

The Company has variable interests in securitization vehicles that it sponsors. The Company consolidates VIEs when it is deemed to be the primary beneficiary. In order to be primary beneficiary, the Company must have a controlling financial interest in the VIE. This is determined by evaluating if the Company has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant.

Consolidated VIEs

As of December 31, 2022 and 2021, the Company has determined that it is the primary beneficiary of Pagaya Structured Holdings LLC, Pagaya Structured Holdings II LLC, and Pagaya Structured Holding III LLC (“Risk Retention Entities”). As sponsor of securitization transactions, the Company is subject to risk retention requirements and established the Risk Retention Entities to meet these requirements.

Below is a summary of assets and liabilities from the Company’s involvement with consolidated VIEs (i.e., Risk Retention Entities) (in thousands):


	Assets		Liabilities		Net Assets
As of December 31, 2022	$	264,854	$	—	$	264,854
As of December 31, 2021	$	220,293	$	—	$	220,293

Unconsolidated VIEs

The Company determined that it is not the primary beneficiary of the trusts which hold the loans and issue securities associated with the securitization transactions the Company sponsors. The Company does not have the power to direct or control the activities which most significantly affect the performance of the trusts, which was determined to be servicing loans.

The Company’s maximum exposure to loss from its involvement with unconsolidated VIEs represents the estimated loss that would be incurred under severe, hypothetical circumstances, for which the Company believes the possibility is remote, such as where the value of securitization notes and senior and residual certificates the Company holds as part of the risk retention requirement declines to zero.

Below is a summary of the Company’s direct interest in (i.e., not held through Risk Retention Entities) variable interests in nonconsolidated VIEs (in thousands):


	Carrying Amount		Maximum Exposure to Loss		VIE Assets
As of December 31, 2022	$	200,694	$	200,694	$	3,911,589
As of December 31, 2021	$	57,193	$	57,193	$	1,330,396

From time to time, the Company may, but is not obligated to, purchase assets from the Financing Vehicles. Such repurchases can occur at the Company’s discretion. For the year ended December 31, 2022 and 2021, the Company purchased approximately $29.6 million and $24.0 million of loan principal from the Financing Vehicles, respectively, and included a loss of approximately $22.9 million and $8.5 million, respectively, in general and administrative expenses with respect to these loans. For the year ended months December 31, 2020, the Company did not purchase any loans.

EMPLOYEE BENEFITS	12 Months Ended
EMPLOYEE BENEFITS	Dec. 31, 2022
Retirement Benefits [Abstract]
EMPLOYEE BENEFITS	EMPLOYEE BENEFITS Severance pay — Under Israeli employment laws, Israeli employees of the Company are included under Section 14 of the Severance Pay Law, 5723-1963 (“Section 14”). According to Section 14, these employees are entitled to monthly payments made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments with respect to those employees. The obligation to make the monthly deposits at a rate of 8.33% of their monthly salary is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the consolidated balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments.

LEASES

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

The Company leases facilities under operating leases with various expiration dates through 2036. The Company leases office space in New York, Israel and several other locations.

The security deposits for the leases are $4.2 million and $2.9 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, $4.2 million and $2.9 million, respectively, have been recognized as restricted cash, non-current in the consolidated balance sheets.

The Company’s operating lease expense consists of rent and variable lease payments. Variable lease payments such as common area maintenance were included in operating expenses. Rent expense for the Company’s short-term leases was immaterial for the periods presented. Operating lease expense was as follows (in thousands):



	Year Ended December 31, 2022
Rent expense	$	11,946
Variable lease payments	$	429

Supplemental information related to the Company’s operating leases was as follows:


	As of December 31, 2022
Weighted-average remaining lease term (in years)	8.2
Weighted-average discount rate	5.7	%


	Year Ended December 31, 2022
	(in thousands)
Cash paid within operating cash flows	$	11,192
Operating lease right-of-use assets recognized in exchange for new operating lease obligations	$	68,819

As of December 31, 2022, future minimum lease commitments under non-cancelable operating leases were as follows (in thousands):


2023	$	11,526
2024	8,859
2025	7,888
2026	7,888
2027	7,339
Thereafter	29,035
Total	72,535
Less: imputed interest	(14,908)
Total operating lease liabilities	$	57,627

As previously disclosed in "Note 8. Commitments and Contingencies" to Notes to Consolidated Financial Statements included in the Company’s Registration Statement on Form F-4 and under the previous lease accounting standard, future minimum payments related to operating leases as of December 31, 2021 are as follows:


2022	$	8,589
2023	7,832
2024	5,762
2025	4,793
2026	4,847
Thereafter	17,151
Total	$	48,974

WARRANT LIABILITY	12 Months Ended
WARRANT LIABILITY	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
WARRANT LIABILITY	WARRANT LIABILITY On June 22, 2022, in connection with the EJFA Merger, the Company assumed 9,583,333 Public Warrants and 5,166,667 Private Placement Warrants, all of which were outstanding as of December 31, 2022. See Note 3 for additional information. Public Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on July 22, 2022. The Public Warrants will expire on June 22, 2027 or upon liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No public warrant will be exercisable, and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a public warrant unless the Class A Ordinary Share, issuable upon such warrant exercise, has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. Redemption of Public Warrants for Cash Once the warrants become exercisable, the Company may redeem the outstanding warrants: •if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; •in whole and not in part; •at a price of $0.01 per warrant; and •upon not less than 30 days’ prior written notice of redemption to each warrant holder. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Public Warrants when the per share price of Class A Ordinary Shares equals or exceeds $10.00 Once the public warrants become exercisable, the Company may redeem the outstanding warrants: •if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $10.00 per share (subject to adjustment in compliance with the terms of the Warrant Agreement) for any 20 trading days within a 30 trading-day period ending on, and including, the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; •in whole and not in part; and •for cash at a price of at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their public warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table included in the Warrant Agreement, based on the redemption date and the “fair market value” of the Class A Ordinary Shares as described in the Warrant Agreement. If the Company calls the Public Warrants for redemption as described above under “—Redemption of Public Warrants for Cash,” management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants. Private Placement Warrants — Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are exercisable for cash or cashless, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. These warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the consolidated statements of financial position. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.

COMMITMENT AND CONTINGENTIES	12 Months Ended
COMMITMENT AND CONTINGENTIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings — From time to time the Company is subject to legal proceedings and claims in the ordinary course of business. The results of such matters often cannot be predicted with certainty. In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal proceeding and claims when those matters present loss contingencies which are both probable and reasonably estimable. All such liabilities arising from current legal and regulatory matters, to the extent such matters existed, have been recorded in accrued expenses and other liabilities on the consolidated statements of financial position and these matters are immaterial. Indemnifications — In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers and other third parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. As of December 31, 2022 and 2021, there have been no known events or circumstances that have resulted in a material indemnification liability and the Company did not incur material costs to defend lawsuits or settle claims related to these indemnifications.

TRANSACTIONS WITH RELATED PARTIES	12 Months Ended
TRANSACTIONS WITH RELATED PARTIES	Dec. 31, 2022
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES In the ordinary course of business, the Company may enter into transactions with directors, principal officers, their immediate families, and affiliated companies in which they are principal shareholders (commonly referred to as related parties). The Company has transactions with the securitization vehicles and other Financing Vehicles which are also related parties. As of December 31, 2022, the total fee receivables from related parties are $87.8 million, which consist of $83.0 million from securitization vehicles and $4.7 million from other Financing Vehicles. As of December 31, 2021, the total fee receivables from related parties are $51.5 million, which consists of $46.9 million from securitization vehicles and $4.6 million from other Financing Vehicles. As of December 31, 2022 and 2021, prepaid expenses and other assets include amounts due from related parties of $18.8 million and $1.4 million, respectively, all of which were attributable to Financing Vehicles. During the years ended December 31, 2022 and 2021, the Company purchased approximately $29.6 million and $24.0 million of loan principal from Financing Vehicles, respectively. The Company didn’t purchase any loan principal from Financing Vehicles during the year ended December 31, 2020. For the year ended December 31, 2022, the total revenue from related parties is $653.5 million, which consists of $492.1 million from securitization vehicles and $161.4 million from other Financing Vehicles. For the year ended December 31, 2021, the total revenue from related parties is $445.9 million, which consists of $362.7 million from securitization vehicles and $83.2 million from other Financing Vehicles. For the year ended December 31, 2020, the total revenue from related parties is $91.7 million, which consists of $68.5 million from securitization vehicles and $23.2 million from other Financing Vehicles. Other Affiliated Payables Other affiliated payables, consisting of employee payables, are $0.6 million and $2.5 million as of December 31, 2022 and 2021, respectively.

FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

The below tables contain information about assets that are not measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands):


	At December 31, 2022
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Cash, cash equivalents and restricted cash	$	337,076	$	337,076	$	—	$	—	$	337,076

Investments in loans and securities	463,976		—		—		480,437		480,437
Fees and other receivables	97,993		—		97,993		—		97,993
Total	$	899,045	$	337,076	$	97,993	$	480,437	$	915,506


	At December 31, 2021
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Cash, cash equivalents and restricted cash	$	204,575	$	204,575	$	—	$	—	$	204,575
Short-term deposits	5,020		5,020		—		—		5,020
Investments in loans and securities	282,724		—		—		301,372		301,372
Fees and other receivables	51,540		—		51,540		—		51,540
Total	$	543,859	$	209,595	$	51,540	$	301,372	$	562,507

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	December 31, 2022
Warrant liability - Public Warrants	1	$	909
Warrant liability - Private Placement Warrants	2	490
Total		$	1,400

The following tables summarize the Warrant liability activity for the years ended December 31, 2022, 2021 and 2020 (in thousands):


Balance as of December 31, 2019	$	83
Issuance of Series D warrants / the Option	2,442
Change in fair value / extinguishment of the Option	(54)
Balance as of December 31, 2020	2,471
Exercise of Series B warrants	(22,012)
Exercise of Series D warrants	(6,009)
Change in fair value	53,019
Balance as of December 31, 2021	27,469
Assumed warrants in connection with the Merger (1)	5,594
Change in fair value	(11,088)
Reclassification (2)	(20,575)
Balance as of December 31, 2022	$	1,400

__________________

(1)See Note 3 for additional information.

(2)In connection with the EJFA Merger, the liability-classified warrants were reclassified to equity-classified warrants. See Note 14 for additional information.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS

Prior to the EJFA Merger, the Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480 and therefore classified all of its outstanding convertible preferred stock as temporary equity. All convertible preferred stock previously classified as temporary equity were converted into ordinary shares, and reclassified to permanent equity as a result of the EJFA Merger. See Note 3 for additional information.

Free-standing warrants issued by the Company for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the EJFA Merger, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as other income (loss) in the accompanying consolidated statements of operations. As a result of the EJFA Merger, each of the warrants was converted into a warrant to purchase ordinary shares. The Company determined the warrants to be equity classified under ASC 815 and the fair value of the warrants upon consummation of the EJFA Merger was reclassified to additional paid-in capital.

Historical information disclosed in this note such as share and per share amounts were not adjusted for the 1:186.9 stock split.

Redeemable Convertible Preferred Shares

During March 2021, the Company issued 187,347 shares of Series E preferred shares at $838.49 per share to certain investors for gross total proceeds of $157.1 million. In connection with the Series E preferred financing, the Company also issued a total of 144,183 warrants to purchase ordinary shares at an exercise price of $0.001 per share.

During March 2021, in connection with the Series E preferred financing, the Company facilitated a secondary transaction between certain investors and the founders, for an aggregate purchase price of $125.0 million. As part of this secondary transaction, certain employees sold 103,162 ordinary shares to Series E investors at $838.49 per share. The Company deemed the transaction as compensatory and recorded share-based compensation expense of $56.8 million for the excess of transaction price over the fair value of ordinary shares. Further, certain existing preferred shareholders sold 45,917 preferred shares to Series E investors at $838.49 per share. The Company has

recorded the excess of transaction price over the fair value of preferred of $23.6 million as deemed dividends within retained earnings.

During July and August 2021, the Company facilitated a secondary transaction between certain investors and the founders and employees, for an aggregate purchase price of $201.0 million. As part of this secondary transaction, certain employees sold 101,614 ordinary shares to certain investors at $1,147.60 per share. Further, certain existing preferred shareholders sold 73,533 preferred shares to certain investors at $1,147.60 per share. The Company deemed the transaction to be at fair value of ordinary share and as such no compensation was recorded for the sale of 101,614, shares of ordinary shares by employees to the investors.

A summary of the authorized, issued and outstanding redeemable convertible preferred shares of Series A, Series A-1, Series B, Series C, Series D and Series E (collectively “Preferred Shares”) as of December 31, 2021 (in thousands, except share and per share amounts) is as follows:


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Carrying Value		Aggregate Liquidation Preference
Series A	370,370	370,370	$	3.38	$	1,243	$	1,837
Series A-1	179,398	172,857	18.90		3,254		4,489
Series B	412,554	412,554	35.81		36,635		18,468
Series C	343,498	343,498	72.57		24,893		30,106
Series D	713,076	688,301	149.35		105,016		183,329
Series E	187,347	187,347	838.49		136,006		165,733
	2,206,243	2,174,927			$	307,047	$	403,962

Conversion

Each Preferred Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, and without the payment of additional consideration by the holder thereof, into one such number of fully paid and non-assessable ordinary shares as is determined by dividing the applicable Original Issue Price of such share by the Conversion Price of such share, in effect at the time of conversion. The initial Conversion Price of a Preferred Share shall be the applicable Original Issue Price; provided, however, that each such Conversion Price shall be subject to adjustment for certain events as set forth in the Company’s Articles of Association, including, share splits, or business combinations.

Automatic Conversion:

Each Preferred Share shall automatically be converted into ordinary shares, upon the earlier of:

(iii)in the event that the Preferred Majority consents in writing to such conversion; provided, however, with respect to the conversion of the Series C Preferred Shares, the consent or affirmative vote of the Series C Preferred Majority shall also be required. With respect to the conversion of the Series D Preferred Shares, the consent or affirmative vote of the Series D Preferred Majority shall also be required; or

(iv)immediately prior to the closing of a Qualified IPO, subject to the consummation of such Qualified IPO.

In March 2021, the Company amended and restated its Articles of Association to include the consummation of a SPAC Transaction in the mandatory condition of automatic conversion of Preferred Shares to ordinary shares immediately prior to the closing of the SPAC Transaction.

Liquidation

The Series E Preferred Shares have a senior liquidation preference to the Series D Preferred shares, which have a senior liquidation preference to the Series C Preferred Shares, which have a senior liquidation preference to the series B Preferred shares. The Series B Preferred Shares have a senior liquidation preference to the Series A and the Series A-1 Preferred Shares, collectively. The Series A and the Series A-1 Preferred Shares have liquidity preference

to the ordinary shares in the event of i) any voluntary or involuntary liquidation, dissolution or winding up of the Company or ii) any distribution of cash or in kind to Shareholders of the Company (including dividends) (but excluding bonus shares distributed pro-rata to all shareholders) or iii) a “Deemed Liquidation” (events such as change in control, license of substantially all of the Company’s intellectual property, etc.), of the Company, then all dividends, assets or proceeds legally available for distribution to the Shareholders in such event (the “Distributable Proceeds”), will be distributed among the Shareholders in accordance with the following order of preference:

Series E Preferred Shareholders are entitled to receive an amount equal to the higher of (A) its original issue price, plus 7% cumulative interest at a rate of 7% per annum, plus (if applicable), an amount equal to any dividends declared but unpaid thereon, less the amount of distributions, including any dividends, actually received in a prior Distribution Event which were paid on account of each such Preferred E Share; or (B) the applicable pro rata portion of the Distributable Proceeds such holder of Series E Preferred Shares would receive had all Preferred Shares which would have received a greater portion of the Distributable Proceeds on an as-converted basis been converted into ordinary shares immediately prior to such Distribution Event (the “Preferred E Preference”).

After the preferential payments satisfy in full the Preferred E Preference, Series D Preferred Shareholders are entitled to receive an amount equal to the higher of (A) its original issue price, plus 7% cumulative interest at a rate of 7% per annum, plus an amount equal to all declared but unpaid dividends on each such Preferred D Share, less the amount of distributions, including any dividends, actually received in a prior Distribution Event which were paid on account of each such Preferred D Share; or (B) the applicable pro rata portion of the Distributable Proceeds such holder of Series D Preferred Shares would receive had all Preferred Shares which would have received a greater portion of the Distributable Proceeds on an as-converted basis been converted into ordinary shares immediately prior to such Distribution Event. (the “Preferred D Preference”).

After the preferential payments satisfy in full the Preferred D Preference, Series C Preferred Shareholders are entitled to receive an amount equal to the higher of (A) its original issue price, plus 7% cumulative interest at a rate of 7% per annum, plus an amount equal to all declared but unpaid dividends on each such Preferred C Share, less the amount of distributions, including any dividends, actually received in a prior Distribution Event which were paid on account of each such Preferred C Share; or (B) the applicable pro rata portion of the Distributable Proceeds such holder of Series C Preferred Shares would receive had all Preferred Shares which would have received a greater portion of the Distributable Proceeds on an as-converted basis been converted into ordinary shares immediately prior to such Distribution Event. (the “Preferred C Preference”).

After the preferential payments satisfy in full the Preferred C Preference, Series B Preferred Shareholders are entitled to receive of an amount equal to the higher of (A) its original issue price, plus 7% cumulative interest at a rate of 7% per annum, plus an amount equal to all declared but unpaid dividends on each such Preferred B Share, less the amount of distributions, including any dividends, actually received in a prior Distribution Event which were paid on account of each such Preferred B Share; or (B) the applicable pro rata portion of the Distributable Proceeds of the holders of Series B Preferred Shares would receive had all Preferred Shares been converted into ordinary shares immediately prior to such Distribution Event (the “Preferred B Preference”).

After the preferential payments satisfy in full the Preferred B Preference, Series A and Series A-1 Preferred Shareholders are entitled to receive an amount equal to the higher of (A) its original issue price, plus 7% cumulative interest at a rate of 7% per annum, an amount equal to all declared but unpaid dividends on each such Remaining Preferred Share, less the amount of distributions, including any dividends, actually received in a prior Distribution Event which were paid on account of each such Remaining Preferred Share, prior and in preference to all holders of ordinary shares; or (B) the applicable pro rata portion of the Distributable Proceeds such holder of Series A and Series A-1 Preferred Shares would receive had all Preferred Shares been converted into ordinary shares immediately prior to such of the holders of the Remaining Preferred Shares (the “Preferred A Preference”).

Upon payment in full of the preferred preference to the holders of Preferred Shares, the remaining distributable proceeds (if any), will be distributed on a pro-rata basis among the Pagaya holders of ordinary shares.

If upon the occurrence of such Distribution Event, the remaining Distributable Proceeds of the Company available for distribution to its shareholders are insufficient to pay the holders of a security class after payment in

full of the Preference to all classes which are senior to such class, then the remaining Distributable Proceeds shall be distributed ratably among all the holders of the Remaining Preferred Shares of such class only.

Dividends

The holders of each series of Preferred Share shall be entitled to receive dividends, out of any funds legally available, prior and in preference to any declaration or payment of any dividend on ordinary shares of the Company, in accordance with the liquidation preference mentioned above. No dividend shall be paid other than out of the profits of the Company, as defined in the Companies Law, and no interest shall be paid by the Company on dividends. The dividend yield is based on the Company’s historical and future expectation of dividends payouts. As of December 31, 2022, the Company has not paid cash dividends and has no foreseeable plans to pay cash dividends in the future.

Voting

Each holder of Preferred Share shall have one vote for each ordinary share which the Preferred Shares held by such holder of record could be converted into, in every resolution, regardless to whether the vote thereon is conducted by a show of hands, by written consent in lieu of a meeting, or by any other mean, on all matters entitled to be voted on by the Shareholders of the Company or by the holders of Preferred Shares voting together as a single class on an as converted basis (except as otherwise expressly provided herein or as required by law). The board of the Company shall consist of a total of up to eight members. Certain Preferred Shareholders of the Company may appoint a total of four Directors (the “Preferred Directors”) as long as each of them holds at least the Minimum Share Threshold. A majority among the Founders (i.e., two of the three Founders) shall be entitled to appoint three Directors (each such appointed Director, an “Ordinary Director” and collectively, the “Ordinary Directors”). The Ordinary Directors, and the Preferred Directors in office may, by a majority vote among them, appoint one Director who shall have expertise and extensive knowledge in the Company’s field of business. In addition to the voting rights described herein, there are other majority requirements for the taking of certain actions or adoption certain resolutions as forth in the Company’s Articles of Association.

Redemption

Preferred Shares are not redeemable at the election of the holder, except that in the event of a change in control resulting from the sale or transfer of the Company’s securities, which qualifies as a Liquidation Event.

The Company classified its Preferred Shares as temporary equity because they may become redeemable due to certain change in control events that are outside the Company’s control, including a merger, acquisition, or sale of assets of the Company. The Company has not adjusted the carrying values of the Preferred Shares to its redemption value because redemption was not probable as of the balance sheet dates presented.

The Option

In June 2020, the Company issued 341,473 Series D Preferred Shares to investors at $149.35 per share amounting to $51.0 million, pursuant to a Series D Preferred Share purchase agreement (“Series D Agreement”). The Series D Agreement provided the investors with the ability to purchase an additional 341,473 Series D Preferred Shares at $149.35 per share for a period of 180 days; hereinafter referred to as the Option. The Company accounted for the Option as a liability in accordance with the provisions of ASC 480. The fair value of the Option was calculated upon issuance, at the end of each reporting period, and prior to settlement using the Option-Pricing Method.

The Option was initially recorded at its fair value of $0.5 million or $1.59 per share and subsequently remeasured at each reporting period with changes in fair value recognized in other expense, net, within the Statements of Operations and Comprehensive Income (Loss). The remaining proceeds received at issuance of the Series D Preferred Share in June 2020 were attributed to Series D Preferred Share, consistent with the fair value of the Series D Preferred Share as derived from a concurrent valuation and Series D Preferred Shares warrants.

In November 2020, the investors exercised a portion of the Option to purchase 96,081 Series D Preferred Shares. Upon extinguishment of the Option pertaining to the remaining 245,392 Series D Preferred shares, the Company recognized a gain of $0.5 million in other expense, net, within Statements of operations and comprehensive income (loss).

The Company used the Black-Scholes Method to determine the fair value of the Option. This Method determines the price of an option by calculating the return an investor gets less the amount that investor has to pay, using log normal distribution probabilities to account for volatility in the underlying asset. The following assumptions in determining the fair value of the Option as of issuance date:


	June 1, 2020
Price of the Underlying Shares	137.88
Exercise Price	149.35
Expected Term	0.38
Risk Free Rate	0.10	%
Volatility	16	%

In November 2020, subsequent to the approval by the shareholders and the board of directors, the Company entered into a separate firm commitment to issue to its Founders the unexercised 245,392 Series D Preferred shares at $149.35 per share, subject to the actual payment to the Company by the Founders on the closing date which shall be 150 days after the date of approval by the shareholders of the Company. In March 2021, the Company issued to 245,392 shares of Series Preferred D at $149.35 per share to the founders of the Company for gross total proceeds of $36.7 million.

Redeemable Convertible Warrants

Redeemable Convertible Series B warrants (Series B warrants)

During November 2017, the Company issued warrants (the “Series A-1 warrant”) to acquire Series A-1 Preferred Shares for an aggregate exercise amount of $400,000, with an exercise price per share being the lowest price per share paid or payable for the redeemable convertible Series A-1 Preferred Shares (excluding bridge discounts). The Series A-1 warrants have an exercise period of the earlier of nine years or the consummation of an IPO or a deemed liquidation, as defined under the Company’s Articles of Association.

During March 2019, the Company and its investor signed an addendum to the Series A-1 warrant, amending its terms whereby (1) Series A-1 warrant would be exercisable for a 14,623 shares of redeemable convertible Series B Preferred Shares (the “Series B warrant”) and (2) the exercise price was determined to be $27.3551.

The Company valued the Series B warrant at the modification date and determined the fair value of the Series B warrant to be $0.1 million. The difference in fair value as of the modification date was recorded within other expense, net, in the consolidated Statements of Operations and Comprehensive Income (Loss).

During October 2021, all of 14,623 shares of Series B warrant were exercised. As of December 31, 2021, no Series B warrants were outstanding.

Redeemable Convertible Series D warrants (Series D warrants)

In June 2020, as part of Series D Preferred Shares financing, the Company issued 28,456 warrants to purchase Series D Preferred Shares (“Series D warrants”). The Series D warrants have an exercise price of $0.01.

Of the total, 26,782 Series D warrants expire and will no longer be exercisable at the earlier of (a) 10 year contractual term (b) immediately prior to an IPO or a Transaction as defined in Articles of Association or (c) with respect to each vested portion, five years following the date such Series D warrants are vested. Pursuant to the Series D warrant agreement, 20% of the shares underlying these Series D warrant shall vest and become exercisable on each of the first five anniversaries of the date of the Series D warrant if, during such applicable one-year period (each, a “Measurement Period”), the holder acquires certain amount of approved securities as defined in the Series D

warrant agreement. The vesting condition allows for a catch-up vesting if vesting conditions are satisfied in a subsequent measurement period.

The remaining 1,674 Series D warrants also contain vesting conditions, and expire and will no longer be exercisable at the earlier of (a) 10-year contractual term or (b) immediately prior to an IPO or a Transaction as defined in Articles of Association. Pursuant to the Series D warrant agreement, these Series D warrants require the holder or its affiliates to (a) fulfill certain commercial agreement obligations whereby Company would generate a certain amount of revenue in any 36 months or (b) subscribe for or purchase a certain amount of securities, of, or controlled by, the Company in any 36 month period.

In the event of a Transaction, as defined in the Articles of Association, all Series D warrants vest and will be automatically exercised; however, in the event of an acquisition which is described as a deemed liquidation event, the Series D warrants will survive. The Series D warrants are net exercisable.

The Series D warrants were initially recorded at their fair value of $1.9 million as a liability and subsequently remeasured at each reporting period with changes in fair value recognized in other expense, net, within the Statements of Operations and Comprehensive Income (Loss).

The Company used the option pricing model (“OPM”) to derive the fair value of Series D warrants. The following are the significant assumptions in determining the fair value of the Series D warrants as of December 31, 2021:


Series D warrants	December 31, 2021
Probability of Occurrence of IPO	85		%
Probability of achieving the vesting condition	76		%
Volatility	41		%
Time to exit (years)	0.75
Exercise Price	$	0.01
Risk Free Rate	0.29		%

In August 2021, 5,355 Series D warrants were exercised. The Company remeasured the warrant liability to fair value upon settlement and recorded $3.5 million gains realized on settlement in other income (loss), net, within the consolidated statements of operations. As of December 31, 2021, 23,101 Series D warrants were outstanding.

ORDINARY SHARES AND ORDINARY SHARE WARRANTS

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

ORDINARY SHARES AND ORDINARY SHARE WARRANTS

As of December 31, 2022, 10,000,000,000 shares with no par value are authorized, of which, 8,000,000,000 shares are designated as Class A Ordinary Shares, and 2,000,000,000 shares are designated as Class B Ordinary Shares. As of December 31, 2022, the Company had 508,377,200 Class A Ordinary Shares outstanding and 174,934,392 Class B Ordinary Shares outstanding.

The rights of the holders of each class of ordinary shares are identical, except with respect to voting. Each share of Class A Ordinary Share is entitled to one vote per share. Each share of Class B Ordinary Share is entitled to 10 votes per share. Shares of Class B Ordinary Share may be converted at any time at the option of the stockholder and automatically convert upon sale or transfer to Class A Ordinary Share.

Stock Split

On June 22, 2022, the Company executed a 1:186.9 stock split in connection with the EJFA Merger. All prior period references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the stock split. See Note 3 for further details.

As of December 31, 2022 and 2021, the Company had reserved ordinary shares for future issuance as follows:


	December 31,
	2022	2021

Share options	76,557,428	87,262,873
Options to restricted shares	242,615,284	245,167,369
RSUs	5,753,975	—
Ordinary share warrants	23,468,710	4,316,570
Preferred share warrants	—	27,033,450
Convertible preferred shares	—	406,399,029
Shares available for future grant of equity awards	107,700,338	40,554,566
Total shares of ordinary share reserved	456,095,735	810,733,856

Ordinary Share Warrants

The Company has accounted for the ordinary share warrants as equity-classified warrants as they met the requirements for equity classification under ASC 815, including whether the ordinary share warrants are indexed to the Company’s own ordinary shares.

As of December 31, 2022, there were 5,277,899 warrants to purchase ordinary shares with an exercise price of $0.000005 per share, and 3,440,811 warrants to purchase ordinary shares with an exercise price of $0.00005 per share.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

SHARE BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION

Share Options—Granted share options expire at the earlier of termination of employment or ten years from the date of grant. Share options generally vest over four years of the employment commencement date or with 25% vesting on the twelve-month anniversary of the employment commencement date, and the remaining on a pro-rata basis each quarter over the next three years. Any options, which are forfeited or not exercised before expiration, become available for future grants.

The following table summarized the Company’s share option activity during the years ended December 31, 2022, 2021, and 2020:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Balance, December 31, 2019	16,926,761	$	0.04	8.8	$	277
Granted	31,351,141	0.07		—	—
Exercised	(1,775,510)	—		—	—
Forfeited	(575,705)	—		—	—
Balance, December 31, 2020	45,926,687	0.06		9.1	2,905
Granted	50,503,922	1.09		—	—
Exercised	(3,948,649)	0.09		—	—
Forfeited	(5,219,086)	0.52		—	—
Balance, December 31, 2021	87,262,873	0.62		8.9	184,841
Granted	16,838,536	2.27		—	—
Exercised	(16,725,583)	0.09		—	—
Forfeited	(10,818,398)	1.50		—	—
Balance, December 31, 2022	76,557,428	$	0.97	8.3	$	19,895
Vested and exercisable, December 31, 2022	28,590,058	$	0.46	7.9	$	22,301

The weighted-average grant date fair value of employee options granted for the years ended December 31, 2022, 2021 and 2020 was $6.75, $1.09 and $0.02, respectively. The aggregate intrinsic value of options exercised was approximately $19.2 million, $0.3 million and $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair value of share options vested for the years ended December 31, 2022, 2021 and 2020, was $36.0 million, $0.6 million and $0.2 million, respectively.

Share-based compensation expense is based on the grant-date fair value on a straight-line basis for graded awards with only service conditions, which is generally the option vesting term of four years. The fair value of each option on the date of grant is determined using the Black Scholes-Merton (BSM) option pricing model using the single-option award approach with the assumptions set forth in the table below. If any of the assumptions used in the BSM change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.

Fair Value of Ordinary Shares—Prior to the Company’s public listing, the absence of an active market for the Company’s ordinary shares required the Company’s board of directors to determine the fair value of its ordinary shares for purposes of granting share options. The Company obtained contemporaneous third-party valuations to assist the board of directors in determining the fair value of the Company’s ordinary share. After the IPO, the fair value of each ordinary share was based on the closing price of the Company’s publicly traded ordinary shares as reported on the date of the grant.

Expected Volatility—Prior to the Company’s public listing, volatility is based on historical volatility rates obtained from certain public companies that operate in the same or related business as the Company since there was

no market or historical data for Company’s ordinary share. After the IPO, volatility is based on volatility of Company’s publicly traded ordinary shares.

Risk-Free Interest Rate—The risk-free interest rate is determined using a U.S. Treasury zero-coupon bonds for the period that coincides with the expected term set forth.

Expected Term— The expected term of share options represents the weighted average period the share options are expected to be outstanding. For option grants that are considered to be “plain vanilla”, the Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. For other option grants, the Company estimated expected term based on the average expected term used by a peer group of publicly traded companies. This peer group was selected by the Company using criteria including similar industry, similar revenue and market capitalization.

Expected Dividend Yield—The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends and has no foreseeable plans to pay cash dividends in the future.

The assumptions used to estimate the fair value of share options granted for the years ended December 31, 2022, 2021 and 2020 were as follows:


	2022	2021	2020
Expected volatility	46.91% - 529.23%	41.12% - 48.71%	44.90% - 48.65%
Expected term (in years)	5.00-6.19	5.00 - 6.27	5.66 - 6.15
Risk free interest	1.68% - 3.65%	0.60% - 1.39%	0.35% - 0.53%
Dividend yield	0.00	0.00	0.00

At December 31, 2022, unrecognized compensation expense related to unvested share options was approximately $194.1 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years.

Restricted Stock Units (RSUs)—RSUs generally vest over four years of the employment commencement date or with 25% vesting on the twelve-month anniversary of the employment commencement date, and the remaining on a pro-rata basis each quarter over the next three years. RSUs granted are forfeited at termination of employment. Any RSUs, which are forfeited or not exercised before expiration, become available for future grants.

The following table summarized the Company’s RSU activity during the year ended December 31, 2022:


	Number of RSUs	Weighted Average Grant Date Fair Value Per Share










Unvested at December 31, 2021	—	$	—
Granted	5,936,379	5.34
Vested	(130,406)	7.81
Forfeited	(51,998)	5.99
Unvested at December 31, 2022	5,753,975	$	5.28

At December 31, 2022, unrecognized compensation expense related to RSUs was approximately $27.9 million, which is expected to be recognized over a remaining weighted-average period of 3.3 years.

Options to Restricted Shares

In March 2021, the Company granted 224 million options to purchase restricted shares (the “First Awards”) at an exercise price of approximately $1.58 per share to certain directors and employees. These First Awards will vest upon the earlier of the following vesting conditions to occur of (i) a Transaction (defined as (a) a sale of all or

substantially all assets or shares of the Company; or (b) a merger, consolidation, amalgamation or like transaction; or (c) a scheme of arrangement for the purpose of effecting such sale, merger, consolidation, amalgamation or other transaction) and (ii) Public Event (defined as an IPO or a SPAC) (each, a “Qualifying Event”). The Qualifying Event, further, contains additional market-based vesting conditions driven by the total value of the Company. The First Awards do not get accelerated upon any events. Any Awards that do not vest on such date (if such date is triggered by a Qualifying Event) will remain eligible for vesting following a Qualifying Event. However, any Awards that do not vest on or before the earlier to occur of a Transaction and the expiration date (10 years from the grant date) shall be forfeited.

In December 2021, the Company granted 5.1 million options to purchase restricted shares (the “Second Awards”) at an exercise price of approximately $3.38 per share to certain directors. These Second Awards will vest upon the earlier of the following vesting conditions to occur of a Qualifying Event. The Second Awards do not get accelerated upon any events. Any Awards that do not vest on such date (if such date is triggered by a Qualifying Event) will remain eligible for vesting following a Qualifying Event. However, any Awards that do not vest on or before the earlier to occur of a Transaction and the expiration date (10 years from the grant date) shall be forfeited.

In December 2021, the Company granted 7.3 million options to purchase restricted shares (the “Third Awards”) at an exercise price of approximately $3.11 per share to certain employees. These Third Awards will vest upon the following: (i) The Valuation-Based Vesting Condition may be satisfied at any date on or after March 31, 2022 based on the Total Value of the Company on such date (which shall be determined based on an independent third party valuation or, if the Company’s shares are publicly traded, based on the average trading price of a share of the Company over a period of sixty (60) days). Any options or shares received in connection with the exercise of an option that have not satisfied the Valuation-Based Vesting Condition on or prior to the tenth anniversary of the Grant Date (or such shorter period required by applicable law or for tax efficiency purposes) (the "Expiration Date") shall expire or be forfeited without consideration, as applicable, on the Expiration Date, and (ii) The Time-Based Vesting Condition shall be satisfied over a period of four (4) years commencing as of March 31, 2022, such that 25% of the options shall vest and become exercisable on March 31, 2023, 25% shall vest and become exercisable on March 31, 2024, 25% shall vest and become exercisable on March 31, 2025 and the remaining 25% shall vest and become exercisable on March 31, 2026 (rounded to the nearest number at each vesting date).

The following table summarized the Company’s options to restricted shares activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Balance, December 31, 2020	—	$	—	—	$	—
Granted	245,167,369	1.66		—	1,526
Exercised	—	—		—
Forfeited	—	—		—
Balance, December 31, 2021	245,167,369	$	1.66	9.3	1,526
Granted	1,665,825	2.15		—	—
Exercised	—	—		—	—
Forfeited	(4,217,910)	3.14		—	—
Balance, December 31, 2022	242,615,284	$	1.64	8.2	—
Vested and exercisable, December 31, 2022	196,797,316	$	1.60	8.2	$	—

At December 31, 2022, unrecognized compensation expense related to options to restricted shares was approximately $40.1 million, which is expected to be recognized over a remaining weighted-average period of 1.7 years.

Share-Based Compensation Expense

The following table presents the components and classification of share-based compensation for the year ended December 31, 2022, 2021 and 2020 (in thousands):


	2022		2021		2020
Research and development	$	81,337	$	27,042	$	89
Selling and marketing	58,377		18,458		4
General and administrative	101,975		22,285		63
Total	$	241,689	$	67,785	$	156

Share-based compensation for the year ended December 31, 2022 included compensation of $172.2 million related to the vesting of certain performance-based options, which was included in research and development, sales and marking, and general and administrative expenses. Share-based compensation for the year ended December 31, 2021 included compensation of $56.8 million related to a secondary sale by certain employees to certain investors, which was included in research and development, sales and marking, and general and administrative expenses. For further details, refer to Note 14 – Redeemable Convertible Preferred Shares and Redeemable Convertible Preferred Shares Warrants.

During December 2021, the Company amended certain employee stock option agreements which resulted in a modification of the exercise price of a certain number of option shares. Generally, the exercise price of the options was increased and resulted in an immaterial change to current and future share-based compensation expense.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Corporate Income Tax - Ordinary taxable income in Israel is subject to a corporate tax rate of 23%.

During 2021, Pagaya applied to Israeli Tax authorities for Preferred Technological Enterprise (“PTE”) status and received approval on November 18, 2021. The approval is effective for the tax years 2020 through 2024. Income from a PTE is subject to 12% tax rate.

Foreign Exchange Regulations in Israel - Under the Foreign Exchange Regulations, the Company calculates its tax liability in U.S. Dollars according to certain orders. The tax liability, as calculated in U.S. Dollars is translated into NIS according to the exchange rate as of December 31st of each year.

Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. The components of income (loss) before income taxes are as follows (in thousands):


	December 31,
	2022		2021		2020
Domestic (Israel)	$	(225,429)	$	(87,045)	$	14,345
Foreign	(50,945)		25,397		6,853
Total income (loss) before income taxes	$	(276,374)	$	(61,648)	$	21,198

The income tax expense (benefit) consists of (in thousands):


	December 31,
	2022		2021		2020
Current:
Domestic	$	(4,063)	$	7,067	$	3,194
Foreign	14,233		4,162		385
Total current	10,170		11,229		3,579
Deferred:
Domestic	6,233		(3,359)		(2,301)
Foreign	(3)		5		(2)
Total deferred	6,230		(3,354)		(2,303)
Total income tax provision	$	16,400	$	7,875	$	1,276

Effective Tax Rate

A reconciliation of the Company’s effective tax rate to the statutory tax rate of the Company is as follows (in thousands):


	December 31,
	2022			2021			2020
Income (loss) before income taxes	$	(276,374)		$	(61,648)		$	21,198
Israel statutory income tax rate	23		%	23		%	23		%
Theoretical income taxes at statutory rate	(63,566)			(14,179)			4,876

Preferred technological enterprise benefit	24,859			9,378			—
Deferred tax assets for which valuation allowance was provided	36,851			1,194			—
Permanent differences	17,792			16,037			94
Uncertain tax positions	7,580			26			43
Prior year taxes	(4,506)			(135)			—
Subsidiaries taxed at a different tax rate	(2,524)			(4,559)			(1,174)
Utilization of carry forward losses for which valuation allowance was provided	—			(126)			(1,577)
Reduction in valuation allowance	—			—			(999)
Other	(86)			239			13
Income tax	$	16,400		$	7,875		$	1,276
Effective tax rate	NM*			NM*			6.0		%

__________________

*NM = Not meaningful.

Deferred tax assets and liabilities

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, a valuation allowance was provided reducing the deferred tax assets due to uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

As of December 31, 2022 and 2021, deferred tax assets presented in the balance sheet are comprised as follows (in thousands):


	December 31,
	2022		2021
Carry forward tax losses	$	11,080	$	727
Research and development cost	929		5,179
Compensations and benefits	24,032		486
Right-of-use asset	7,705		—
Initial public offering costs	3,933		—
Provision of loans	2,276		—
Other	528		753
Deferred tax assets before valuation allowance	50,483		7,145
Valuation allowance	39,678		1,194
Deferred tax assets	10,805		5,951
Operating lease liability	(8,116)		—
Capitalized research and development costs	(1,537)		—
Equity method investments	(1,254)		—
Property and equipment	(466)		(270)
Deferred tax liabilities	(11,373)		(270)
Deferred tax assets (liabilities), net	$	(568)	$	5,681

As of December 31, 2022 and 2021, $0.0 million and $1.8 million, respectively, of undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to Israel, it would be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes in the amount of $0.0 million and $0.3 million, respectively. The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company has the ability and intent to indefinitely reinvest those earnings.

Uncertain tax positions:

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands):


	December 31,
	2022		2021
Uncertain tax positions, beginning of the year	$	190	$	164
Increase (decrease) in tax positions for prior years	—		(20)
Increases related to current year tax positions	7,593		28
Revaluation	(13)		18
Uncertain tax positions, end of year	$	7,770	$	190

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

NET INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

Net income (loss) per share is presented in conformity with the two-class method required for multiple classes of ordinary share and participating securities.

Basic net income per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of share options, restricted stock units and other contingently issuable shares. The dilutive effect of outstanding share options,

restricted stock units and other contingently issuable shares is reflected in diluted earnings per share by application of the treasury stock method.

The Company has two classes of ordinary share subsequent to the EJFA Merger on June 22, 2022: Class A and Class B. See Note 3 for further details for the EJFA Merger. The computation of the diluted net income per share of Class A stock assumes the conversion of Class B stock, while the diluted net income per share of Class B stock does not assume the conversion of those shares. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A and Class B stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and result in an identical net loss per share for each class under the two-class method.

The following table sets forth the calculation of basic and diluted net income (loss) per share attributable to ordinary shareholders for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share and per share data):


	December 31, 2022
	Class A		Class B
Numerator:
Allocation of undistributed earnings:
Net income (loss) attributable to Pagaya Technologies Ltd. shareholders	$	(238,299)	$	(64,022)
Less: Undistributed earnings allocated to participating securities	(9,620)		(2,585)
Net income (loss) attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted	$	(247,919)	$	(66,607)
Denominator:
Weighted average shares used net income (loss) per ordinary share, basic and diluted	361,832,962		97,211,885
Net income (loss) per share attributable to ordinary shareholders, basic and diluted	$	(0.69)	$	(0.69)


	December 31,
	2021		2020
Basic net income (loss) per share
Numerator:
Net income (loss) attributable to Pagaya Technologies Ltd. shareholders	$	(91,151)	$	14,470
Less: Undistributed earnings allocated to participating securities	(19,558)		(9,558)
Less: Deemed dividend distribution	(23,612)		—
Net income (loss) attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, basic	$	(134,321)	$	4,912
Denominator:
Weighted average shares used net income (loss) per ordinary share, basic	195,312,586		191,146,436
Net income (loss) per share attributable to ordinary shareholders, basic	$	(0.69)	$	0.03

Dilutive net income (loss) per share
Numerator:
Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders	$	(134,321)	$	4,912
Adjustment for undistributed earnings allocated to participating securities	—		239
Adjustment for mark-to-market gain	—		(543)
Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted	$	(134,321)	$	4,608

Denominator:
Weighted average shares used net income (loss) per ordinary share, basic	195,312,586		191,146,436
Dilutive effect of firm commitment with founders	—		303,455
Dilutive effect of share options	—		14,304,044
Dilutive effect of the Option	—		1,161,313
Weighted average shares used net income (loss) per ordinary share, diluted	195,312,586		206,915,248

Net income (loss) per share attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted	$	(0.69)	$	0.02

The following potentially dilutive outstanding securities as of December 31, 2022, 2021 and 2020 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods:


	December 31,
	2022	2021	2020
Share options	76,557,428	87,262,873	—
Options to restricted shares	242,615,284	245,167,369	—
RSUs	5,753,975	—	—
Preferred share warrants	—	4,316,570	8,049,587
Ordinary share warrants	23,468,710	26,941,516	—
Convertible preferred shares	—	406,399,029	321,805,961
Net potential dilutive outstanding securities	348,395,397	770,087,357	329,855,547

SEGMENTS AND GEOGRAPHICAL INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENTS AND GEOGRAPHICAL INFORMATION

The following table sets forth revenue from fees generated from fees by geographic area (in thousands):


	December 31,
	2022		2021		2020
United States	$	685,129	$	409,858	$	68,526
Israel	—		3,771		7,142
Cayman	285		32,237		16,072
Total revenue from fees	$	685,414	$	445,866	$	91,740

Long-Lived Assets

The following table sets forth long-lived assets by geographic area (in thousands):


	December 31,
	2022		2021
Israel	$	83,270	$	6,143
United States	9,470		1,505
Total Long-Lived Assets, net(1)	$	92,740	$	7,648

__________________

(1)2022 amounts include right-of-use assets.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Acquisition of Darwin Homes, Inc. On January 5, 2023, the Company completed the acquisition of Darwin Homes, Inc. (“Darwin”), a leading real estate investment management platform based in Austin, Texas that offers a comprehensive, tech-enabled solution for acquiring, renovating, and managing single-family rental properties. The Company acquired 100% of Darwin’s equity through an all-stock transaction with a market value of approximately $18 million as of the closing date. As the transaction has closed recently, the purchase accounting has not yet been completed. Reduction in Workforce On January 18, 2023, the Company announced a reduction in workforce of approximately 20% of employees across its Israel and U.S. offices, as compared to its headcount as of December 31, 2022. Other Events Silicon Valley Bank (“SVB”) was closed March 10, 2023 by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. SVB was the lead lender for the Company’s Receivables Facility and Revolving Credit Facility. With regard to the Company’s Revolving Credit Facility, the Company continues to have access to the facility and has ensured the facility is still operational. With respect to the Receivables Facility, it was unaffected. Additionally, the Company held a total of approximately $15 million at SVB as of December 31, 2022, which represented approximately 5% of the Company’s cash and cash equivalents balance as of December 31, 2022. On March 14, 2023, the Company’s deposits with SVB were withdrawn and deposited in accounts at other banks where the Company holds its primary banking relationships. Notwithstanding the closure of SVB, the Company continues to believe that its existing cash and cash equivalents balance and cash flow from operations will be sufficient to meet its working capital, capital expenditures, and cash requirements from known contractual obligations for at least the next twelve months. Amended Letter Agreement Pursuant to the Letter Agreement, dated June 1, 2020, the Company agreed to provide Radiance Star Pte. Ltd. (“Radiance”), an affiliate of GIC Private Limited, the right to purchase up to a certain amount of qualified securities in certain offerings by the Company and to provide Radiance with notice of any fund offerings or securitization offerings. On March 19, 2023, the Company and Radiance agreed to extend the term of the Letter Agreement by three years (the “Amended Letter Agreement”) to June 1, 2028 on the same terms and amount, including the issuance of 2,640,000 warrants to purchase Class A Ordinary shares at an exercise price of $0.01 that vest annually if certain investment thresholds by Radiance are met. There were no other material changes to the existing terms of the Letter Agreement. Series A Preferred Share Purchase Agreement On April 14, 2023, the Company entered into a securities purchase agreement with Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P to purchase 60 million shares of Series A convertible Preferred Shares of the Company, no par value, for an aggregate purchase price of $75 million (the “Preferred Offering”). The Preferred Offering is expected to close in the second quarter of 2023, subject to, among other things, the Company obtaining shareholder approval.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

All intercompany accounts and transactions have been eliminated.

Variable Interest Entities

Use of Estimates

Segment Reporting

Foreign Currency

Cash, Cash Equivalents and Restricted Cash

Bank Deposits and Investments in Loans and Securities

Bank deposits with original maturities of more than three months but less than one year are included in short term bank deposits. Bank deposits with maturities of more than one year are included in long-term deposits. Such deposits are stated at cost which approximates fair values.A wholly-owned subsidiary (“Sponsor”) previously sponsored 30 securitization transactions (the “Securitizations”) during 2022, 2021 and 2020, each through a separate trust structure with an asset portfolio consisting of unsecured consumer loans, auto loans or real estate assets. Each Securitization’s asset portfolio was structured by the Sponsor, which is also the administrator of each Securitization. The Sponsor, directly and indirectly through affiliates, retained at least 5% of the economic risk in the Securitizations to comply with risk retention required by Title 17 U.S. Code of Federal Regulations Part 246, Credit Risk Retention, promulgated by Securities and Exchange Commission.

Concentrations of Credit Risk and Significant Customers

The Company’s fees receivable balances are predominantly with agreements with customers, and these are subject to normal credit risks which management believes to be not significant.

Fair Value Measurement

Additionally, ASC 820 established a fair value hierarchy to categorize the use of inputs into the following three levels:

Level 1—Quoted prices, unadjusted, for identical assets or liabilities in active markets.

Equity Method Investments

The Company uses the equity method of accounting for investments in entities that the Company does not control but has the ability to exercise significant influence over the financial and operating policies of the investee. Under the equity method of accounting, the Company’s share of the investee’s underlying net income or loss is recorded as investment income or loss on the consolidated Statements of Operations and Comprehensive Income (Loss). Distributions received from the investment reduce the Company’s carrying value of the investee. The Company elected to account for its equity investments using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. The investments are reviewed periodically to determine if their respective values have appreciated or have been impaired, and adjustments are recorded as necessary.

Property and Equipment, Net


Computer and software			3 to 7 years
Equipment			3 to 7 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life (10 years)
Internal-Use Software			2 years

Internal-Use Software

Warrants

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Revenue Recognition, Revenue From Fees, and Production Costs

Revenue Recognition

The Company’s revenue consists of two components: revenue from fees and revenue from other income, which is comprised of interest income and investment income.

The amount of revenue from fees recognized reflects the consideration that the Company expects to receive in exchange for services provided. The Company applied the following five steps:

1.Identification of the contract with the customer:

2.Identification of the performance obligations in the contract:

3.Determination of the transaction price:

4.Allocation of the transaction price to the performance obligations in the contract:

5.Recognition of revenue when, or as, a performance obligation is satisfied:

Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised delivery of service to the customer.

Revenue From Fees

fulfillment of the related services. To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records revenue on a net basis.

For the years ended December 31, 2022, 2021 and 2020, the finance component out of total consideration was not material.

Production Costs

Interest Income

Research and development costs

Leases

Share-Based Compensation

Income Taxes

The Company recognizes interest and penalties related to unrecognized tax benefits in taxes on income expense.

Basic and Diluted Net income (loss) per Ordinary Share

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

Earnings Per Share

Leases

Income Taxes

Recently Issued Accounting Pronouncements Not Yet Adopted

Financial Instruments—Credit Losses

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and disclosures.

Convertible Debt Instruments

The Company is currently assessing the impact of the guidance on its consolidated financial statements and disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents


	December 31,
	2022		2021
	(in thousands)
Cash and cash equivalents	$	309,793	$	190,778
Restricted cash	22,539		7,000
Restricted cash, non-current	4,744		6,797
Cash, cash equivalents and restricted cash	$	337,076	$	204,575

Restrictions on Cash and Cash Equivalents


	December 31,
	2022		2021
	(in thousands)
Cash and cash equivalents	$	309,793	$	190,778
Restricted cash	22,539		7,000
Restricted cash, non-current	4,744		6,797
Cash, cash equivalents and restricted cash	$	337,076	$	204,575

Property and Equipment, Net

Useful lives by asset category are as follows:


Computer and software			3 to 7 years
Equipment			3 to 7 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life (10 years)
Internal-Use Software			2 years

Property and equipment, net, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Computer and software	$	37,517	$	7,638
Equipment	765		566
Leasehold improvements	922		681
Property and equipment, gross	39,204		8,885
Less: accumulated depreciation and amortization	(7,541)		(1,237)
Property and equipment, net	$	31,663	$	7,648

Disaggregation of Revenue


	2022		2021		2020
	(in thousands)
Services transferred at a point in time	$	661,646	$	420,460	$	75,180
Services transferred over time	23,768		25,406		16,560
Total revenue from fees, net	$	685,414	$	445,866	$	91,740

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property and Equipment, Net

Useful lives by asset category are as follows:


Computer and software			3 to 7 years
Equipment			3 to 7 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life (10 years)
Internal-Use Software			2 years

Property and equipment, net, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Computer and software	$	37,517	$	7,638
Equipment	765		566
Leasehold improvements	922		681
Property and equipment, gross	39,204		8,885
Less: accumulated depreciation and amortization	(7,541)		(1,237)
Property and equipment, net	$	31,663	$	7,648

Prepaid and Other Current Assets

Prepaid and other current assets, consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Prepaid expenses	$	7,092	$	3,345
Related party receivables	18,783		1,367
Other current assets	1,383		1,551
Total Prepaid expenses and other current assets	$	27,258	$	6,263

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,		December 31,
	2022		2021
Employee payables	$	14,482	$	15,191
Other short-term liabilities	35,014		1,902
Total accrued expenses and other liabilities	$	49,496	$	17,093

INVESTMENTS IN LOANS AND SECURITIES (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Held-to-Maturity


	As of December 31, 2022
Investments in loans and securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
ABS – Consumer / Auto Loan / Real Estate(1)	$	450,210	$	23,724	$	(7,263)	$	466,671
Other loans and receivables	13,766		—		—		13,766
Total	$	463,976	$	23,724	$	(7,263)	$	480,437

__________________

(1)During the year ended December 31, 2022, the Company recorded impairment loss of $33.7 million within other income (loss), net in the consolidated statements of operations.


	As of December 31, 2021
Investments in loans and securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
ABS – Consumer / Auto Loan	$	270,067	$	18,648	$	—	$	288,715
Other loans and receivables	12,657		—		—		12,657
Total	$	282,724	$	18,648	$	—	$	301,372

Equity Method Investments


	Carrying Value
	December 31,
	2022		2021
Investments in Pagaya SmartResi F1 Fund, LP(1)	$	16,810	$	14,352
Other(2)	9,084		489
Total	$	25,894	$	14,841

__________________

(1)The Company owns approximately 5.4% and is the general partner of Pagaya Smartresi F1 Fund LP.

CONSOLIDATION AND VARIABLE INTEREST ENTITIES (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

Below is a summary of assets and liabilities from the Company’s involvement with consolidated VIEs (i.e., Risk Retention Entities) (in thousands):


	Assets		Liabilities		Net Assets
As of December 31, 2022	$	264,854	$	—	$	264,854
As of December 31, 2021	$	220,293	$	—	$	220,293

Below is a summary of the Company’s direct interest in (i.e., not held through Risk Retention Entities) variable interests in nonconsolidated VIEs (in thousands):


	Carrying Amount		Maximum Exposure to Loss		VIE Assets
As of December 31, 2022	$	200,694	$	200,694	$	3,911,589
As of December 31, 2021	$	57,193	$	57,193	$	1,330,396

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease, Cost

Operating lease expense was as follows (in thousands):



	Year Ended December 31, 2022
Rent expense	$	11,946
Variable lease payments	$	429

Supplemental information related to the Company’s operating leases was as follows:


	As of December 31, 2022
Weighted-average remaining lease term (in years)	8.2
Weighted-average discount rate	5.7	%


	Year Ended December 31, 2022
	(in thousands)
Cash paid within operating cash flows	$	11,192
Operating lease right-of-use assets recognized in exchange for new operating lease obligations	$	68,819

Lessee, Operating Lease, Liability, Maturity

As of December 31, 2022, future minimum lease commitments under non-cancelable operating leases were as follows (in thousands):


2023	$	11,526
2024	8,859
2025	7,888
2026	7,888
2027	7,339
Thereafter	29,035
Total	72,535
Less: imputed interest	(14,908)
Total operating lease liabilities	$	57,627


2022	$	8,589
2023	7,832
2024	5,762
2025	4,793
2026	4,847
Thereafter	17,151
Total	$	48,974

FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements, Nonrecurring

The below tables contain information about assets that are not measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands):


	At December 31, 2022
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Cash, cash equivalents and restricted cash	$	337,076	$	337,076	$	—	$	—	$	337,076

Investments in loans and securities	463,976		—		—		480,437		480,437
Fees and other receivables	97,993		—		97,993		—		97,993
Total	$	899,045	$	337,076	$	97,993	$	480,437	$	915,506


	At December 31, 2021
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Cash, cash equivalents and restricted cash	$	204,575	$	204,575	$	—	$	—	$	204,575
Short-term deposits	5,020		5,020		—		—		5,020
Investments in loans and securities	282,724		—		—		301,372		301,372
Fees and other receivables	51,540		—		51,540		—		51,540
Total	$	543,859	$	209,595	$	51,540	$	301,372	$	562,507

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	Level	December 31, 2022
Warrant liability - Public Warrants	1	$	909
Warrant liability - Private Placement Warrants	2	490
Total		$	1,400

Schedule Of Class Of Warrant Or Right Outstanding

The following tables summarize the Warrant liability activity for the years ended December 31, 2022, 2021 and 2020 (in thousands):


Balance as of December 31, 2019	$	83
Issuance of Series D warrants / the Option	2,442
Change in fair value / extinguishment of the Option	(54)
Balance as of December 31, 2020	2,471
Exercise of Series B warrants	(22,012)
Exercise of Series D warrants	(6,009)
Change in fair value	53,019
Balance as of December 31, 2021	27,469
Assumed warrants in connection with the Merger (1)	5,594
Change in fair value	(11,088)
Reclassification (2)	(20,575)
Balance as of December 31, 2022	$	1,400

__________________

(1)See Note 3 for additional information.

(2)In connection with the EJFA Merger, the liability-classified warrants were reclassified to equity-classified warrants. See Note 14 for additional information.

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS (Tables)

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Temporary Equity


	December 31, 2021
	Shares Authorized	Shares Issued and Outstanding	Issuance Price Per Share		Carrying Value		Aggregate Liquidation Preference
Series A	370,370	370,370	$	3.38	$	1,243	$	1,837
Series A-1	179,398	172,857	18.90		3,254		4,489
Series B	412,554	412,554	35.81		36,635		18,468
Series C	343,498	343,498	72.57		24,893		30,106
Series D	713,076	688,301	149.35		105,016		183,329
Series E	187,347	187,347	838.49		136,006		165,733
	2,206,243	2,174,927			$	307,047	$	403,962

Fair Value Measurement Inputs and Valuation Techniques

The following assumptions in determining the fair value of the Option as of issuance date:


	June 1, 2020
Price of the Underlying Shares	137.88
Exercise Price	149.35
Expected Term	0.38
Risk Free Rate	0.10	%
Volatility	16	%

The following are the significant assumptions in determining the fair value of the Series D warrants as of December 31, 2021:


Series D warrants	December 31, 2021
Probability of Occurrence of IPO	85		%
Probability of achieving the vesting condition	76		%
Volatility	41		%
Time to exit (years)	0.75
Exercise Price	$	0.01
Risk Free Rate	0.29		%

ORDINARY SHARES AND ORDINARY SHARE WARRANTS (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule Of Stock Reserved For Future Issuance

As of December 31, 2022 and 2021, the Company had reserved ordinary shares for future issuance as follows:


	December 31,
	2022	2021

Share options	76,557,428	87,262,873
Options to restricted shares	242,615,284	245,167,369
RSUs	5,753,975	—
Ordinary share warrants	23,468,710	4,316,570
Preferred share warrants	—	27,033,450
Convertible preferred shares	—	406,399,029
Shares available for future grant of equity awards	107,700,338	40,554,566
Total shares of ordinary share reserved	456,095,735	810,733,856

SHARE BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity

The following table summarized the Company’s share option activity during the years ended December 31, 2022, 2021, and 2020:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Balance, December 31, 2019	16,926,761	$	0.04	8.8	$	277
Granted	31,351,141	0.07		—	—
Exercised	(1,775,510)	—		—	—
Forfeited	(575,705)	—		—	—
Balance, December 31, 2020	45,926,687	0.06		9.1	2,905
Granted	50,503,922	1.09		—	—
Exercised	(3,948,649)	0.09		—	—
Forfeited	(5,219,086)	0.52		—	—
Balance, December 31, 2021	87,262,873	0.62		8.9	184,841
Granted	16,838,536	2.27		—	—
Exercised	(16,725,583)	0.09		—	—
Forfeited	(10,818,398)	1.50		—	—
Balance, December 31, 2022	76,557,428	$	0.97	8.3	$	19,895
Vested and exercisable, December 31, 2022	28,590,058	$	0.46	7.9	$	22,301

The following table summarized the Company’s options to restricted shares activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Balance, December 31, 2020	—	$	—	—	$	—
Granted	245,167,369	1.66		—	1,526
Exercised	—	—		—
Forfeited	—	—		—
Balance, December 31, 2021	245,167,369	$	1.66	9.3	1,526
Granted	1,665,825	2.15		—	—
Exercised	—	—		—	—
Forfeited	(4,217,910)	3.14		—	—
Balance, December 31, 2022	242,615,284	$	1.64	8.2	—
Vested and exercisable, December 31, 2022	196,797,316	$	1.60	8.2	$	—

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The assumptions used to estimate the fair value of share options granted for the years ended December 31, 2022, 2021 and 2020 were as follows:


	2022	2021	2020
Expected volatility	46.91% - 529.23%	41.12% - 48.71%	44.90% - 48.65%
Expected term (in years)	5.00-6.19	5.00 - 6.27	5.66 - 6.15
Risk free interest	1.68% - 3.65%	0.60% - 1.39%	0.35% - 0.53%
Dividend yield	0.00	0.00	0.00

Schedule of Unvested Restricted Stock Units Roll Forward

The following table summarized the Company’s RSU activity during the year ended December 31, 2022:


	Number of RSUs	Weighted Average Grant Date Fair Value Per Share










Unvested at December 31, 2021	—	$	—
Granted	5,936,379	5.34
Vested	(130,406)	7.81
Forfeited	(51,998)	5.99
Unvested at December 31, 2022	5,753,975	$	5.28

Share-Based Payment Arrangement, Expensed and Capitalized, Amount

The following table presents the components and classification of share-based compensation for the year ended December 31, 2022, 2021 and 2020 (in thousands):


	2022		2021		2020
Research and development	$	81,337	$	27,042	$	89
Selling and marketing	58,377		18,458		4
General and administrative	101,975		22,285		63
Total	$	241,689	$	67,785	$	156

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of income (loss) before income taxes are as follows (in thousands):


	December 31,
	2022		2021		2020
Domestic (Israel)	$	(225,429)	$	(87,045)	$	14,345
Foreign	(50,945)		25,397		6,853
Total income (loss) before income taxes	$	(276,374)	$	(61,648)	$	21,198

Schedule of Components of Income Tax Expense (Benefit)

The income tax expense (benefit) consists of (in thousands):


	December 31,
	2022		2021		2020
Current:
Domestic	$	(4,063)	$	7,067	$	3,194
Foreign	14,233		4,162		385
Total current	10,170		11,229		3,579
Deferred:
Domestic	6,233		(3,359)		(2,301)
Foreign	(3)		5		(2)
Total deferred	6,230		(3,354)		(2,303)
Total income tax provision	$	16,400	$	7,875	$	1,276

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the Company’s effective tax rate to the statutory tax rate of the Company is as follows (in thousands):


	December 31,
	2022			2021			2020
Income (loss) before income taxes	$	(276,374)		$	(61,648)		$	21,198
Israel statutory income tax rate	23		%	23		%	23		%
Theoretical income taxes at statutory rate	(63,566)			(14,179)			4,876

Preferred technological enterprise benefit	24,859			9,378			—
Deferred tax assets for which valuation allowance was provided	36,851			1,194			—
Permanent differences	17,792			16,037			94
Uncertain tax positions	7,580			26			43
Prior year taxes	(4,506)			(135)			—
Subsidiaries taxed at a different tax rate	(2,524)			(4,559)			(1,174)
Utilization of carry forward losses for which valuation allowance was provided	—			(126)			(1,577)
Reduction in valuation allowance	—			—			(999)
Other	(86)			239			13
Income tax	$	16,400		$	7,875		$	1,276
Effective tax rate	NM*			NM*			6.0		%

__________________

*NM = Not meaningful.

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2022 and 2021, deferred tax assets presented in the balance sheet are comprised as follows (in thousands):


	December 31,
	2022		2021
Carry forward tax losses	$	11,080	$	727
Research and development cost	929		5,179
Compensations and benefits	24,032		486
Right-of-use asset	7,705		—
Initial public offering costs	3,933		—
Provision of loans	2,276		—
Other	528		753
Deferred tax assets before valuation allowance	50,483		7,145
Valuation allowance	39,678		1,194
Deferred tax assets	10,805		5,951
Operating lease liability	(8,116)		—
Capitalized research and development costs	(1,537)		—
Equity method investments	(1,254)		—
Property and equipment	(466)		(270)
Deferred tax liabilities	(11,373)		(270)
Deferred tax assets (liabilities), net	$	(568)	$	5,681

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows (in thousands):


	December 31,
	2022		2021
Uncertain tax positions, beginning of the year	$	190	$	164
Increase (decrease) in tax positions for prior years	—		(20)
Increases related to current year tax positions	7,593		28
Revaluation	(13)		18
Uncertain tax positions, end of year	$	7,770	$	190

NET INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	December 31, 2022
	Class A		Class B
Numerator:
Allocation of undistributed earnings:
Net income (loss) attributable to Pagaya Technologies Ltd. shareholders	$	(238,299)	$	(64,022)
Less: Undistributed earnings allocated to participating securities	(9,620)		(2,585)
Net income (loss) attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, basic and diluted	$	(247,919)	$	(66,607)
Denominator:
Weighted average shares used net income (loss) per ordinary share, basic and diluted	361,832,962		97,211,885
Net income (loss) per share attributable to ordinary shareholders, basic and diluted	$	(0.69)	$	(0.69)


	December 31,
	2021		2020
Basic net income (loss) per share
Numerator:
Net income (loss) attributable to Pagaya Technologies Ltd. shareholders	$	(91,151)	$	14,470
Less: Undistributed earnings allocated to participating securities	(19,558)		(9,558)
Less: Deemed dividend distribution	(23,612)		—
Net income (loss) attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, basic	$	(134,321)	$	4,912
Denominator:
Weighted average shares used net income (loss) per ordinary share, basic	195,312,586		191,146,436
Net income (loss) per share attributable to ordinary shareholders, basic	$	(0.69)	$	0.03

Dilutive net income (loss) per share
Numerator:
Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders	$	(134,321)	$	4,912
Adjustment for undistributed earnings allocated to participating securities	—		239
Adjustment for mark-to-market gain	—		(543)
Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted	$	(134,321)	$	4,608

Denominator:
Weighted average shares used net income (loss) per ordinary share, basic	195,312,586		191,146,436
Dilutive effect of firm commitment with founders	—		303,455
Dilutive effect of share options	—		14,304,044
Dilutive effect of the Option	—		1,161,313
Weighted average shares used net income (loss) per ordinary share, diluted	195,312,586		206,915,248

Net income (loss) per share attributable to attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted	$	(0.69)	$	0.02

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	December 31,
	2022	2021	2020
Share options	76,557,428	87,262,873	—
Options to restricted shares	242,615,284	245,167,369	—
RSUs	5,753,975	—	—
Preferred share warrants	—	4,316,570	8,049,587
Ordinary share warrants	23,468,710	26,941,516	—
Convertible preferred shares	—	406,399,029	321,805,961
Net potential dilutive outstanding securities	348,395,397	770,087,357	329,855,547

SEGMENTS AND GEOGRAPHICAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

The following table sets forth revenue from fees generated from fees by geographic area (in thousands):


	December 31,
	2022		2021		2020
United States	$	685,129	$	409,858	$	68,526
Israel	—		3,771		7,142
Cayman	285		32,237		16,072
Total revenue from fees	$	685,414	$	445,866	$	91,740

Long-Lived Assets

The following table sets forth long-lived assets by geographic area (in thousands):


	December 31,
	2022		2021
Israel	$	83,270	$	6,143
United States	9,470		1,505
Total Long-Lived Assets, net(1)	$	92,740	$	7,648

__________________

(1)2022 amounts include right-of-use assets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2022 segment
Accounting Policies [Abstract]
Number of reportable segments	1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 309,793	$ 190,778	$ 5,066
Restricted cash	22,539	7,000	0
Restricted cash, non-current	4,744	6,797	814
Cash, cash equivalents and restricted cash	$ 337,076	$ 204,575	$ 5,880	$ 4,878

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Risk (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Three Largest Customers
Concentration Risk [Line Items]
Concentration risk, percentage	42.00%		57.00%
Two Largest Customers
Concentration Risk [Line Items]
Concentration risk, percentage		42.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments in Loans and Securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) securitization	Dec. 31, 2021 USD ($) securitization	Dec. 31, 2020 securitization
Accounting Policies [Abstract]
Number of securitization transactions \| securitization	30	30	30
Schedule of Held-to-Maturity Securities [Line Items]
Investments in loans and securities	$ 463,976	$ 282,724
Other loans and receivables
Schedule of Held-to-Maturity Securities [Line Items]
Investments in loans and securities	$ 13,766	$ 12,657

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Equity Method Investments (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Investment income (loss)	$ 5.8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2022
Computer and software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Computer and software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	10 years
Computer and software
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	2 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue from fees, net	$ 685,414	$ 445,866	$ 91,740
Performance obligations satisfied in the previous year	3,800	1,200	0
Network AI Fees
Disaggregation of Revenue [Line Items]
Total revenue from fees, net	616,900	387,100	65,800
Financial Service
Disaggregation of Revenue [Line Items]
Total revenue from fees, net	68,500	58,800	25,900
Services transferred at a point in time
Disaggregation of Revenue [Line Items]
Total revenue from fees, net	661,646	420,460	75,180
Services transferred over time
Disaggregation of Revenue [Line Items]
Total revenue from fees, net	$ 23,768	$ 25,406	$ 16,560

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset	$ 61,077
Total operating lease liabilities	$ 57,627
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset		$ 43,000
Total operating lease liabilities		$ 43,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022
Share options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years
Share options \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	2 years
Share options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years
Options to restricted shares \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	2 years
Options to restricted shares \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details)	Dec. 31, 2022 component
Accounting Policies [Abstract]
Number Of Revenue Components	2

MERGER (Details) $ / shares in Units, $ in Millions	Jun. 22, 2022 USD ($) founder vote $ / shares shares	Dec. 31, 2022 shares	Jun. 21, 2022 ₪ / shares	Mar. 31, 2021 $ / shares
Schedule Of Reverse Recapitalization [Line Items]
Preferred share, par or stated value per share (in New Israeli Shekel per share) \| ₪ / shares			₪ 0.01
Common share, par value (in dollars per share)	$ 10.00
Number of founders \| founder	3
Warrant purchase price (in dollars per share)				$ 0.001
PIPE financing, gross proceeds received \| $	$ 350.0
Number of shares of common stock issued (in shares) \| shares	35,000,000
Gross proceeds resulting from the transaction \| $	$ 350.0
Payments of reverse recapitalization transaction costs \| $	57.3
Reverse recapitalization, warrant transaction costs \| $	$ 1.2
Reverse stock split	0.0054
Warrant liability - Public Warrants
Schedule Of Reverse Recapitalization [Line Items]
Warrants outstanding (in shares) \| shares	9,583,333	9,583,333
Warrant purchase price (in dollars per share)	$ 11.50
Warrant liability - Private Placement Warrants
Schedule Of Reverse Recapitalization [Line Items]
Warrants outstanding (in shares) \| shares	5,166,667	5,166,667
Warrant purchase price (in dollars per share)	$ 11.50
Class A
Schedule Of Reverse Recapitalization [Line Items]
Number of votes per share \| vote	10
Number of shares converted per common share (in shares) \| shares	1
Class A \| EJF Acquisition Corp. (EJFA)
Schedule Of Reverse Recapitalization [Line Items]
Common share, par value (in dollars per share)	$ 0.0001
Number of shares converted per common share (in shares) \| shares	1
Class B
Schedule Of Reverse Recapitalization [Line Items]
Number of votes per share \| vote	1
Class B \| EJF Acquisition Corp. (EJFA)
Schedule Of Reverse Recapitalization [Line Items]
Common share, par value (in dollars per share)	$ 0.0001

BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 39,204,000	$ 8,885,000
Less: accumulated depreciation and amortization	(7,541,000)	(1,237,000)
Property and equipment, net	31,663,000	7,648,000
Capitalized internally developed costs	29,400,000	4,000,000	$ 500,000
Internally developed software costs balances	28,200,000	4,400,000
Depreciation and amortization expense	6,300,000	800,000	300,000
Impairment losses related to property and equipment	$ 700,000	0	$ 0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other income (loss), net
Computer and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 37,517,000	7,638,000
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	765,000	566,000
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 922,000	$ 681,000

BALANCE SHEET COMPONENTS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 7,092	$ 3,345
Related party receivables	18,783	1,367
Other current assets	1,383	1,551
Total Prepaid expenses and other current assets	$ 27,258	$ 6,263

BALANCE SHEET COMPONENTS - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee payables	$ 14,482	$ 15,191
Other short-term liabilities	35,014	1,902
Total accrued expenses and other liabilities	$ 49,496	$ 17,093

BORROWINGS - Narrative (Details)	1 Months Ended
BORROWINGS - Narrative (Details)	Oct. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) securitization
The 2021 RRRR Repurchase Agreement
Debt Instrument [Line Items]
Long-term debt, outstanding balance			$ 25,600,000	$ 38,000,000
Number of securitizations \| securitization				2
Stated interest rate				3.618%
Master Agreements
Debt Instrument [Line Items]
Long-term debt, outstanding balance			99,000,000
Loan and Security Agreement
Debt Instrument [Line Items]
Long-term debt, outstanding balance			15,000,000
Debt instrument, term	3 years
Line of credit facility, maximum borrowing capacity	$ 22,000,000
Debt instrument, Secured Overnight Financing rate floor	0.00%
Loan and Security Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.20%
Secured Debt
Debt Instrument [Line Items]
Long-term debt, outstanding balance			139,600,000	$ 38,000,000
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt, outstanding balance			$ 15,000,000	0
Debt instrument, term		3 years
Revolving Credit Facility \| Line of Credit \| The Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 167,500,000
Debt instrument, Secured Overnight Financing rate floor		0.00%
Debt instrument, base rate floor		1.00%
Revolving Credit Facility \| Line of Credit \| The Credit Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		2.75%
Line of credit facility, commitment fee percentage		0.25%
Revolving Credit Facility \| Line of Credit \| The Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.75%
Revolving Credit Facility \| Line of Credit \| The 2021 Credit Facility
Debt Instrument [Line Items]
Long-term debt, outstanding balance				$ 0
Letter of Credit \| Line of Credit \| The Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 50,000,000
Letter of Credit \| Line of Credit \| The Credit Agreement \| Israel, New Shekels
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 20,000,000

INVESTMENTS IN LOANS AND SECURITIES - Schedule of Investments in loans and securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 463,976	$ 282,724
Gross Unrealized Gains	23,724	18,648
Gross Unrealized Losses	(7,263)	0
Fair Value	480,437	301,372
Asset-Backed Securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	450,210	270,067
Gross Unrealized Gains	23,724	18,648
Gross Unrealized Losses	(7,263)	0
Fair Value	466,671	288,715
Impairment loss on debt securities	33,700
Other loans and receivables
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	13,766	12,657
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	$ 13,766	$ 12,657

INVESTMENTS IN LOANS AND SECURITIES - Equity Method Investments (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Schedule of Equity Method Investments [Line Items]

Equity method and other investments

$ 25,894

$ 14,841

Equity method income (loss)

^[1]

5,756

(155)

$ 277

Pagaya SmartResi F1 Fund LP

Schedule of Equity Method Investments [Line Items]

Equity method and other investments

$ 16,810

14,352

Equity method investment, ownership percentage

5.40%

Other

Schedule of Equity Method Investments [Line Items]

Equity method and other investments

$ 9,084

$ 489

[1]	Includes income from proprietary investments.

CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Consolidated VIEs (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 1,045,079	$ 590,258
Liabilities	279,656	105,859
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	264,854	220,293
Liabilities	$ 0	$ 0

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

+ Details

CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Unconsolidated VIEs (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Maximum Exposure to Loss	$ 200,694	$ 57,193
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Carrying Amount	200,694	57,193
VIE Assets	$ 3,911,589	$ 1,330,396

CONSOLIDATION AND VARIABLE INTEREST ENTITIES - Narrative (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Loan principal purchased	$ 29,600,000	$ 24,000,000	$ 0
Loss on loans purchased	$ 22,900,000	$ 8,500,000

LEASES - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Security deposit	$ 4.2	$ 2.9

LEASES - Schedule of Operating Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Rent expense	$ 11,946
Variable lease payments	$ 429
Weighted-average remaining lease term (in years)	8 years 2 months 12 days
Weighted-average discount rate	5.70%
Cash paid within operating cash flows	$ 11,192
Operating lease right-of-use assets recognized in exchange for new operating lease obligations	$ 68,819

LEASES - Operating Lease Liability To Be Paid (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Lease, After Adoption of 842
2023	$ 11,526
2024	8,859
2025	7,888
2026	7,888
2027	7,339
Thereafter	29,035
Total	72,535
Less: imputed interest	(14,908)
Total operating lease liabilities	$ 57,627
Operating Leases, Prior to Adoption of 842
2022		$ 8,589
2023		7,832
2024		5,762
2025		4,793
2026		4,847
Thereafter		17,151
Total		$ 48,974

WARRANT LIABILITY (Details)	5 Months Ended	12 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2022 vote trading_day $ / shares shares	Dec. 31, 2022 vote trading_day $ / shares shares	Jun. 22, 2022 shares
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	9,583,333	9,583,333	9,583,333
Public Warrants \| Triggering Event, One
Class of Warrant or Right [Line Items]
Number of trading days \| trading_day	20
Number of consecutive trading days \| vote	30
Period prior to notice of redemption	3 days
Redemption price of warrants (in dollars per share)	$ 0.01	$ 0.01
Number of days of prior written notice of redemption	30 days
Public Warrants \| Triggering event, Two
Class of Warrant or Right [Line Items]
Number of trading days \| trading_day		20
Number of consecutive trading days \| vote		30
Redemption price of warrants (in dollars per share)	$ 0.10	$ 0.10
Number of days of prior written notice of redemption		30 days
Public Warrants \| Minimum \| Triggering Event, One
Class of Warrant or Right [Line Items]
Closing price (in dollars per share)	18.00	$ 18.00
Public Warrants \| Minimum \| Triggering event, Two
Class of Warrant or Right [Line Items]
Closing price (in dollars per share)	$ 10.00	$ 10.00
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	5,166,667	5,166,667	5,166,667

TRANSACTIONS WITH RELATED PARTIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Due from related parties	$ 38,332	$ 19,208
Related party revenue	653,471	445,866	$ 91,740
Other affiliated payables	636	2,510
Affiliated Entity
Related Party Transaction [Line Items]
Related party revenue	653,500	445,900	91,700
Employees
Related Party Transaction [Line Items]
Other affiliated payables	600	2,500
Assets \| Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties	87,800	51,500
Prepaid Expense And Other Assets, Noncurrent \| Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties	18,800	1,400
Securitization Vehicles \| Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties	83,000	46,900
Related party revenue	492,100	362,700	68,500
Other Financing Vehicles \| Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties	4,700	4,600
Purchases from related party	29,600	24,000
Related party revenue	$ 161,400	$ 83,200	$ 23,200

FAIR VALUE MEASUREMENT - Schedule of Assets Not Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash, cash equivalents and restricted cash	$ 337,076	$ 204,575
Short-term deposits		5,020
Fair Value	480,437	301,372
Fees receivable	97,993	51,540
Fair Value, Total	915,506	562,507
Carrying Value
Assets
Cash, cash equivalents and restricted cash	337,076	204,575
Short-term deposits		5,020
Fair Value	463,976	282,724
Fees receivable	97,993	51,540
Fair Value, Total	899,045	543,859
Level 1 \| Fair Value
Assets
Cash, cash equivalents and restricted cash	337,076	204,575
Short-term deposits		5,020
Fair Value	0	0
Fees receivable	0	0
Fair Value, Total	337,076	209,595
Level 2 \| Fair Value
Assets
Cash, cash equivalents and restricted cash	0	0
Short-term deposits		0
Fair Value	0	0
Fees receivable	97,993	51,540
Fair Value, Total	97,993	51,540
Level 3 \| Fair Value
Assets
Cash, cash equivalents and restricted cash	0	0
Short-term deposits		0
Fair Value	480,437	301,372
Fees receivable	0	0
Fair Value, Total	$ 480,437	$ 301,372

FAIR VALUE MEASUREMENT - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 1,400	$ 27,469	$ 2,471	$ 83
Warrant liability - Public Warrants \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	909
Warrant liability - Private Placement Warrants \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 490

FAIR VALUE MEASUREMENT - Warrant Liability Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants And Rights Outstanding [Roll Forward]
Beginning balance	$ 27,469	$ 2,471	$ 83
Issuance of Series D warrants / the Option			2,442
Change in fair value / extinguishment of the Option			(54)
Fair value adjustment to warrant liability	(11,088)	53,019	489
Assumed warrants in connection with the Merger	5,594
Issuance of ordinary share warrants	(20,575)
Ending balance	$ 1,400	27,469	$ 2,471
Series B Warrant
Warrants And Rights Outstanding [Roll Forward]
Exercise of warrants		(22,012)
Series D Warrant
Warrants And Rights Outstanding [Roll Forward]
Exercise of warrants		$ (6,009)

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS (Details)

1 Months Ended

2 Months Ended

12 Months Ended

Mar. 31, 2021

USD ($)

vote

boardMember

director

$ / shares

Aug. 31, 2021

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Temporary Equity [Line Items]

Temporary equity, new issues (in shares) | shares

^[1]

63,806,415

Proceeds from issuance of redeemable convertible preferred shares, net

$ 0

$ 172,645,000

$ 64,810,000

Warrant purchase price (in dollars per share) | $ / shares

$ 0.001

Share-based compensation expense

241,689,000

67,785,000

$ 156,000

Excess of transaction price over the fair value

$ 23,600,000

Dividends paid in cash

$ 0

Votes per preferred share | vote

Total number of appointed board members | boardMember

Total number of Directors appointed by Preferred Shareholders | director

Total number of Directors appointed by the Founders | director

Total number of Directors appointed by Ordinary Directors | director

Private Placement

Temporary Equity [Line Items]

Share-based compensation expense

$ 56,800,000

Private Placement | Founders And Investors

Temporary Equity [Line Items]

Consideration received on sale

$ 125,000,000

Private Placement | Founders And Employees

Temporary Equity [Line Items]

Consideration received on sale

$ 201,000,000

Private Placement | Employees | Series E Investors

Temporary Equity [Line Items]

Sale of stock, price per share (in dollars per share) | $ / shares

$ 838.49

$ 1,147.6

Number of shares issued in transaction (in shares) | shares

103,162

101,614

Share-based compensation expense

$ 56,800,000

$ 0

Private Placement | Preferred Shareholders | Series E Investors

Temporary Equity [Line Items]

Sale of stock, price per share (in dollars per share) | $ / shares

$ 838.49

$ 1,147.6

Number of shares issued in transaction (in shares) | shares

45,917

73,533

Series E

Temporary Equity [Line Items]

Temporary equity, new issues (in shares) | shares

187,347

35,006,986

^[1]

Sale of stock, price per share (in dollars per share) | $ / shares

$ 838.49

Proceeds from issuance of redeemable convertible preferred shares, net

$ 157,100,000

Temporary equity, liquidation, cumulative interest percentage

7.00%

Temporary equity, liquidation, cumulative interest rate

7.00%

Ordinary Shares (Class A and Class B)

Temporary Equity [Line Items]

Warrants outstanding (in shares) | shares

144,183

Series D

Temporary Equity [Line Items]

Temporary equity, new issues (in shares) | shares

^[1]

45,853,066

Temporary equity, liquidation, cumulative interest percentage

7.00%

Temporary equity, liquidation, cumulative interest rate

7.00%

Series C

Temporary Equity [Line Items]

Temporary equity, liquidation, cumulative interest percentage

7.00%

Temporary equity, liquidation, cumulative interest rate

7.00%

Series B

Temporary Equity [Line Items]

Temporary equity, liquidation, cumulative interest percentage

7.00%

Temporary equity, liquidation, cumulative interest rate

7.00%

Series A And Series A-1 Preferred Stock

Temporary Equity [Line Items]

Temporary equity, liquidation, cumulative interest percentage

7.00%

Temporary equity, liquidation, cumulative interest rate

7.00%

[1]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS - Schedule of Redeemable Preferred Shares (Details) - USD ($)
$ / shares in Units, $ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Temporary Equity [Line Items]

Shares outstanding (in shares)

^[1]

406,399,029

321,805,960

240,046,195

Beginning balance (in shares)

$ 0

$ 307,047

$ 105,981

$ 43,613

Aggregate Liquidation Preference

$ 403,962

Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

2,206,243

Shares outstanding (in shares)

2,174,927

Shares issued (in shares)

2,174,927

Series A

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 1,243

Aggregate Liquidation Preference

$ 1,837

Series A | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

370,370

Shares outstanding (in shares)

370,370

Shares issued (in shares)

370,370

Temporary equity, new issues (in dollars per share)

$ 3.38

Series A-1

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 3,254

Aggregate Liquidation Preference

$ 4,489

Series A-1 | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

179,398

Shares outstanding (in shares)

172,857

Shares issued (in shares)

172,857

Temporary equity, new issues (in dollars per share)

$ 18.90

Series B

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 36,635

Aggregate Liquidation Preference

$ 18,468

Series B | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

412,554

Shares outstanding (in shares)

412,554

Shares issued (in shares)

412,554

Temporary equity, new issues (in dollars per share)

$ 35.81

Series C

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 24,893

Aggregate Liquidation Preference

$ 30,106

Series C | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

343,498

Shares outstanding (in shares)

343,498

Shares issued (in shares)

343,498

Temporary equity, new issues (in dollars per share)

$ 72.57

Series D

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 105,016

Aggregate Liquidation Preference

$ 183,329

Series D | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

713,076

Shares outstanding (in shares)

688,301

Shares issued (in shares)

688,301

Temporary equity, new issues (in dollars per share)

$ 149.35

Series E

Temporary Equity [Line Items]

Beginning balance (in shares)

$ 136,006

Aggregate Liquidation Preference

$ 165,733

Series E | Unadjusted For Stock Split

Temporary Equity [Line Items]

Shares authorized (in shares)

187,347

Shares outstanding (in shares)

187,347

Shares issued (in shares)

187,347

Temporary equity, new issues (in dollars per share)

$ 838.49

[1]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS - The Option (Details) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

12 Months Ended

Mar. 31, 2021

Nov. 30, 2020

Jun. 30, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Temporary Equity [Line Items]

Temporary equity, new issues (in shares)

^[1]

63,806,415

Temporary equity, gross total proceeds

$ 48,146

Warrant purchase price (in dollars per share)

$ 0.001

Warrant liability

$ 1,400

$ 27,469

2,471

$ 83

Other income (loss), net

$ (24,869)

$ (55,839)

$ (55)

Rights

Temporary Equity [Line Items]

Warrants outstanding (in shares)

341,473

Warrant purchase price (in dollars per share)

$ 149.35

Option term

180 days

Warrant liability

$ 500

Warrants And Rights Outstanding, Per Share

$ 1.59

Series D

Temporary Equity [Line Items]

Temporary equity, new issues (in shares)

^[1]

45,853,066

Temporary equity, gross total proceeds

$ 36,639

Number of shares exercised (in shares)

^[1]

1,000,616

17,953,350

Gross total proceeds

$ 6,009

$ 14,222

Series D | Rights

Temporary Equity [Line Items]

Temporary equity, new issues (in shares)

341,473

Temporary equity, new issues (in dollars per share)

$ 149.35

Temporary equity, gross total proceeds

$ 51,000

Warrant purchase price (in dollars per share)

$ 149.35

Number of shares exercised (in shares)

245,392

96,081

Number of shares extinguished (in shares)

245,392

Other income (loss), net

$ 500

Number of shares unexercised (in shares)

245,392

Temporary equity, days after date of approval, payment due

150 days

Gross total proceeds

$ 36,700

[1]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS - Valuation Assumptions (Details)	Dec. 31, 2021	Jun. 01, 2020
Price of the Underlying Shares \| Rights
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		137.88
Exercise Price \| Rights
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		149.35
Exercise Price \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.01
Expected Term \| Rights
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.38
Risk Free Rate \| Rights
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.0010
Risk Free Rate \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0029
Volatility \| Rights
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.16
Volatility \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.41
Probability of Occurrence of IPO \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85
Probability of achieving the vesting condition \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.76
Time to exit (years) \| Series D
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.75

REDEEMABLE CONVERTIBLE PREFERRED SHARES AND REDEEMABLE CONVERTIBLE PREFERRED SHARES WARRANTS - Redeemable Convertible Warrants (Details) - USD ($)	1 Months Ended
	Oct. 31, 2021	Aug. 31, 2021	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Nov. 30, 2017
Class of Warrant or Right [Line Items]
Warrant liability				$ 1,400,000	$ 27,469,000		$ 2,471,000	$ 83,000
Warrant purchase price (in dollars per share)						$ 0.001
Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			5 years
Tranche One \| Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			1 year
Tranche Two \| Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			1 year
Tranche Three \| Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			1 year
Tranche Four \| Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			1 year
Tranche Five \| Warrant Terms One
Class of Warrant or Right [Line Items]
Vesting period			1 year
Series A-1
Class of Warrant or Right [Line Items]
Warrant liability										$ 400,000
Option term										9 years
Series B
Class of Warrant or Right [Line Items]
Warrant liability									$ 100,000
Number of shares called by warrant or right (in shares)									14,623
Warrant purchase price (in dollars per share)									$ 27.3551
Number of shares exercised (in shares)	14,623
Warrants outstanding (in shares)					0
Series D
Class of Warrant or Right [Line Items]
Warrant liability			$ 1,900,000		$ 23,101
Warrant purchase price (in dollars per share)			$ 0.01
Number of shares exercised (in shares)		5,355
Warrants outstanding (in shares)			28,456
Exercise of warrants		$ 3,500,000
Series D \| Warrant Terms One
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			26,782
Vesting percentage			20.00%
Series D \| Warrant Terms Two
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			1,674
Series D \| Maximum \| Warrant Terms One
Class of Warrant or Right [Line Items]
Option term			10 years
Series D \| Maximum \| Warrant Terms Two
Class of Warrant or Right [Line Items]
Option term			10 years
Series D \| Minimum \| Warrant Terms One
Class of Warrant or Right [Line Items]
Option term			5 years
Series D \| Minimum \| Warrant Terms Two
Class of Warrant or Right [Line Items]
Agreement fulfillment term			36 months

ORDINARY SHARES AND ORDINARY SHARE WARRANTS - Narrative (Details)			12 Months Ended
	Aug. 17, 2022 USD ($) shares	Jun. 22, 2022 shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 16, 2022	Mar. 31, 2021 $ / shares
Class of Stock [Line Items]
Ordinary shares, authorized (in shares)			10,000,000,000
Reverse stock split		0.0054
Warrant purchase price (in dollars per share) \| $ / shares							$ 0.001
Number of shares of common stock issued (in shares)		35,000,000
Other income (loss), net \| $			$ (24,869,000)	$ (55,839,000)	$ (55,000)
Ordinary Share Warrants, Exercise Price 1
Class of Stock [Line Items]
Warrants outstanding (in shares)			5,277,899
Warrant purchase price (in dollars per share) \| $ / shares			$ 0.000005
Ordinary Share Warrants, Exercise Price 2
Class of Stock [Line Items]
Warrants outstanding (in shares)			3,440,811
Warrant purchase price (in dollars per share) \| $ / shares			$ 0.00005
Class A
Class of Stock [Line Items]
Ordinary shares, authorized (in shares)			8,000,000,000
Ordinary shares, outstanding (in shares)			508,377,200
Ordinary shares, voting rights, votes per share \| vote			1
Class A \| B. Riley Principal Capital II, LLC
Class of Stock [Line Items]
Number of shares of common stock issued (in shares)	46,536
Other income (loss), net \| $	$ 1,000,000
Class A \| B. Riley Principal Capital II, LLC \| Private Placement
Class of Stock [Line Items]
Stock purchase agreement, authorized amount \| $	$ 300,000,000
Stock purchase agreement, term	24 months
Stock purchase agreement, minimum price threshold, discount rate	3.00%
Stock purchase agreement, authorized amount (in shares)	40,139,607
Stock purchase agreement, percentage of outstanding stock maximum						9.00%
Number of shares issued in transaction (in shares)			0
Class B
Class of Stock [Line Items]
Ordinary shares, authorized (in shares)			2,000,000,000
Ordinary shares, outstanding (in shares)			174,934,392
Ordinary shares, voting rights, votes per share \| vote			10

ORDINARY SHARES AND ORDINARY SHARE WARRANTS - Schedule of Shares Reserved For Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total shares of ordinary share reserved	456,095,735	810,733,856
Convertible preferred shares
Class of Stock [Line Items]
Total shares of ordinary share reserved	0	406,399,029
Ordinary share warrants
Class of Stock [Line Items]
Total shares of ordinary share reserved	23,468,710	4,316,570
Preferred share warrants
Class of Stock [Line Items]
Total shares of ordinary share reserved	0	27,033,450
Share options
Class of Stock [Line Items]
Total shares of ordinary share reserved	76,557,428	87,262,873
Options to restricted shares
Class of Stock [Line Items]
Total shares of ordinary share reserved	242,615,284	245,167,369
RSUs
Class of Stock [Line Items]
Total shares of ordinary share reserved	5,753,975	0
Shares available for future grant of equity awards
Class of Stock [Line Items]
Total shares of ordinary share reserved	107,700,338	40,554,566

SHARE BASED COMPENSATION - Stock Option Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant date fair value of options granted (in dollars per share)	$ 6.75	$ 1.09	$ 0.02
Aggregate intrinsic value of options exercised	$ 19.2	$ 0.3	$ 0.1
Fair value of vested options	36.0	$ 0.6	$ 0.2
Unrecognized compensation expense related to unvested share options	$ 194.1
Share options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period	10 years
Vesting period	4 years
Unrecognized compensation expense, period of recognition	2 years 6 months
Tranche One \| Share options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	12 months
Vesting percentage	25.00%
Tranche Two \| Share options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years

SHARE BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Options
Outstanding at beginning of period (in shares)	87,262,873	45,926,687	16,926,761
Granted (in shares)	16,838,536	50,503,922	31,351,141
Exercised (in shares)	(16,725,583)	(3,948,649)	(1,775,510)
Forfeited (in shares)	(10,818,398)	(5,219,086)	(575,705)
Outstanding at end of period (in shares)	76,557,428	87,262,873	45,926,687	16,926,761
Options vested and exercisable (in shares)	28,590,058
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 0.62	$ 0.06	$ 0.04
Granted (in dollars per share)	2.27	1.09	0.07
Exercised (in dollars per share)	0.09	0.09	0
Forfeited (in dollars per share)	1.50	0.52	0
Outstanding, ending balance (in dollars per share)	0.97	$ 0.62	$ 0.06	$ 0.04
Options vested and exercisable (dollars per share)	$ 0.46
Weighted Average Remaining Contractual Term (Years)
Options outstanding	8 years 3 months 18 days	8 years 10 months 24 days	9 years 1 month 6 days	8 years 9 months 18 days
Options vested and exercisable	7 years 10 months 24 days
Aggregate Intrinsic Value (000’s)
Beginning balance	$ 184,841	$ 2,905	$ 277
Ending balance	19,895	$ 184,841	$ 2,905	$ 277
Options vested and exercisable	$ 22,301
Options to restricted shares
Number of Options
Outstanding at beginning of period (in shares)	245,167,369	0
Granted (in shares)	1,665,825	245,167,369
Exercised (in shares)	0	0
Forfeited (in shares)	(4,217,910)	0
Outstanding at end of period (in shares)	242,615,284	245,167,369	0
Options vested and exercisable (in shares)	196,797,316
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 1.66	$ 0
Granted (in dollars per share)	2.15	1.66
Exercised (in dollars per share)	0	0
Forfeited (in dollars per share)	3.14	0
Outstanding, ending balance (in dollars per share)	1.64	$ 1.66	$ 0
Options vested and exercisable (dollars per share)	$ 1.60
Weighted Average Remaining Contractual Term (Years)
Options outstanding	8 years 2 months 12 days	9 years 3 months 18 days	0 years
Options vested and exercisable	8 years 2 months 12 days
Aggregate Intrinsic Value (000’s)
Beginning balance	$ 1,526	$ 0
Options granted		1,526
Ending balance	0	$ 1,526	$ 0
Options vested and exercisable	$ 0

SHARE BASED COMPENSATION - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility, minimum	46.91%	41.12%	44.90%
Expected volatility, maximum	529.23%	48.71%	48.65%
Risk free interest, minimum	1.68%	0.60%	0.35%
Risk free interest, maximum	3.65%	1.39%	0.53%
Dividend yield	0.00%	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	5 years	5 years	5 years 7 months 28 days
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 2 months 8 days	6 years 3 months 7 days	6 years 1 month 24 days

SHARE BASED COMPENSATION - Restricted Stock Units (RSUs) Narrative (Details) - RSUs $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years
Unrecognized compensation expense	$ 27.9
Unrecognized compensation expense, period of recognition	3 years 3 months 18 days
Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	12 months
Vesting percentage	25.00%
Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years

SHARE BASED COMPENSATION - Restricted Stock Unit (RSUs) Activity (Details) - RSUs	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of RSUs
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	5,936,379
Vested (in shares) \| shares	(130,406)
Forfeited (in shares) \| shares	(51,998)
Ending balance (in shares) \| shares	5,753,975
Weighted Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	5.34
Vested (in dollars per share) \| $ / shares	7.81
Forfeited (in dollars per share) \| $ / shares	5.99
Ending balance (in dollars per share) \| $ / shares	$ 5.28

SHARE BASED COMPENSATION - Options to Restricted Shares (Details) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	Dec. 31, 2021 vote $ / shares shares	Mar. 31, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares			16,838,536	50,503,922	31,351,141
Granted (in dollars per share) \| $ / shares			$ 2.27	$ 1.09	$ 0.07
Unrecognized compensation expense related to unvested share options \| $			$ 194.1
Options to restricted shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares			1,665,825	245,167,369
Granted (in dollars per share) \| $ / shares			$ 2.15	$ 1.66
Unrecognized compensation expense related to unvested share options \| $			$ 40.1
Unrecognized compensation expense, period of recognition			1 year 8 months 12 days
Options to restricted shares \| March 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares		224,000,000
Granted (in dollars per share) \| $ / shares		$ 1.58
Expiration period		10 years
Options to restricted shares \| December 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares	7,300,000
Granted (in dollars per share) \| $ / shares	$ 3.11
Expiration period	10 years
Number of trading days \| vote	60
Vesting period	4 years
Options to restricted shares \| December 2021 \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares	5,100,000
Granted (in dollars per share) \| $ / shares	$ 3.38
Expiration period	10 years
Options to restricted shares \| Tranche One \| December 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	25.00%
Options to restricted shares \| Tranche Two \| December 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	25.00%
Options to restricted shares \| Tranche Three \| December 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	25.00%
Options to restricted shares \| Tranche Four \| December 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage	25.00%

SHARE BASED COMPENSATION - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 241,689	$ 67,785	$ 156
Private Placement
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		56,800
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	172,200
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	81,337	27,042	89
Selling and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	58,377	18,458	4
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 101,975	$ 22,285	$ 63

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic (Israel)	$ (225,429)	$ (87,045)	$ 14,345
Foreign	(50,945)	25,397	6,853
Income (Loss) Before Income Taxes	$ (276,374)	$ (61,648)	$ 21,198

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES - Schedule of the Components of the Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Domestic	$ (4,063)	$ 7,067	$ 3,194
Foreign	14,233	4,162	385
Total current	10,170	11,229	3,579
Deferred:
Domestic	6,233	(3,359)	(2,301)
Foreign	(3)	5	(2)
Total deferred	6,230	(3,354)	(2,303)
Total income tax provision	$ 16,400	$ 7,875	$ 1,276

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income (loss) before income taxes	$ (276,374)	$ (61,648)	$ 21,198
Israel statutory income tax rate	23.00%	23.00%	23.00%
Theoretical income taxes at statutory rate	$ (63,566)	$ (14,179)	$ 4,876
Preferred technological enterprise benefit	24,859	9,378	0
Deferred tax assets for which valuation allowance was provided	36,851	1,194	0
Permanent differences	17,792	16,037	94
Uncertain tax positions	7,580	26	43
Prior year taxes	(4,506)	(135)	0
Subsidiaries taxed at a different tax rate	(2,524)	(4,559)	(1,174)
Utilization of carry forward losses for which valuation allowance was provided	0	(126)	(1,577)
Reduction in valuation allowance	0	0	(999)
Other	(86)	239	13
Total income tax provision	$ 16,400	$ 7,875	$ 1,276
Effective tax rate			6.00%

INCOME TAXES - Deferred Tax Asset (Liabilities) (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Carry forward tax losses	$ 11,080,000	$ 727,000
Compensations and benefits	24,032,000	486,000
Right-of-use asset	7,705,000	0
Initial public offering costs	3,933,000	0
Provision of loans	2,276,000	0
Research and development cost	929,000	5,179,000
Other	528,000	753,000
Deferred tax assets before valuation allowance	50,483,000	7,145,000
Valuation allowance	39,678,000	1,194,000
Deferred tax assets	10,805,000	5,951,000
Operating lease liability	(8,116,000)	0
Capitalized research and development costs	(1,537,000)	0
Equity method investments	(1,254,000)	0
Property and equipment	(466,000)	(270,000)
Deferred tax liabilities	(11,373,000)	(270,000)
Deferred tax assets (liabilities), net	(568,000)
Deferred tax assets (liabilities), net		5,681,000
Undistributed earnings of foreign subsidiaries	0	1,800,000
Adjustment for foreign tax credits and foreign withholding taxes	0	$ 300,000
Deferred tax liabilities on undistributed foreign earnings	$ 0

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Uncertain tax positions, beginning of the year	$ 190	$ 164
Increase (decrease) in tax positions for prior years	0	(20)
Increases related to current year tax positions	7,593	28
Revaluation	(13)	18
Uncertain tax positions, end of year	$ 7,770	$ 190

NET INCOME (LOSS) PER SHARE (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Jun. 23, 2022

class

Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]

Number of classes of ordinary shares | class

Allocation of undistributed earnings:

Net income (loss) attributable to Pagaya Technologies Ltd. shareholders

$ (302,321)

$ (91,151)

$ 14,470

Less: Undistributed earnings allocated to participating securities

(12,205)

(19,558)

(9,558)

Less: Deemed dividend distribution

(23,612)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders

$ (314,526)

(134,321)

4,912

Adjustment for undistributed earnings allocated to participating securities

239

Adjustment for mark-to-market gain

(543)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted

$ (134,321)

$ 4,608

Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares

^[1]

$ (0.69)

$ 0.03

Denominator:

Weighted average shares used net income (loss) per ordinary share, basic (in shares) | shares

^[1]

459,044,846

195,312,586

191,146,436

Dilutive effect of firm commitment with founders (in shares) | shares

303,455

Dilutive effect of share options (in shares) | shares

14,304,044

Dilutive effect of the Option (in shares) | shares

1,161,313

Weighted average shares used net income (loss) per ordinary share, diluted (in shares) | shares

^[1]

459,044,846

195,312,586

206,915,248

Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares

^[1]

$ (0.69)

$ 0.02

Class A

Allocation of undistributed earnings:

Net income (loss) attributable to Pagaya Technologies Ltd. shareholders

$ (238,299)

Less: Undistributed earnings allocated to participating securities

(9,620)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders

(247,919)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted

$ (247,919)

Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares

$ (0.69)

Denominator:

Weighted average shares used net income (loss) per ordinary share, basic (in shares) | shares

361,832,962

Weighted average shares used net income (loss) per ordinary share, diluted (in shares) | shares

361,832,962

Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares

$ (0.69)

Class B

Allocation of undistributed earnings:

Net income (loss) attributable to Pagaya Technologies Ltd. shareholders

$ (64,022)

Less: Undistributed earnings allocated to participating securities

(2,585)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders

(66,607)

Net income (loss) attributable to Pagaya Technologies Ltd. ordinary shareholders, diluted

$ (66,607)

Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares

$ (0.69)

Denominator:

Weighted average shares used net income (loss) per ordinary share, basic (in shares) | shares

97,211,885

Weighted average shares used net income (loss) per ordinary share, diluted (in shares) | shares

97,211,885

Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares

$ (0.69)

[1]	Prior period amounts have been retroactively adjusted to reflect the 1:186.9 stock split effected on June 22, 2022.

NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	348,395,397	770,087,357	329,855,547
Share options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	76,557,428	87,262,873	0
Options to restricted shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	242,615,284	245,167,369	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	5,753,975	0	0
Warrant \| Preferred share warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	0	4,316,570	8,049,587
Warrant \| Ordinary share warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	23,468,710	26,941,516	0
Convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net potential dilutive outstanding securities (in shares)	0	406,399,029	321,805,961

SEGMENTS AND GEOGRAPHICAL INFORMATION - Schedules of Revenue and Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from fees, net	$ 685,414	$ 445,866	$ 91,740
Total Long-Lived Assets, net	92,740	7,648
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from fees, net	685,129	409,858	68,526
Total Long-Lived Assets, net	9,470	1,505
Israel
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from fees, net	0	3,771	7,142
Total Long-Lived Assets, net	83,270	6,143
Cayman
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from fees, net	$ 285	$ 32,237	$ 16,072

- Definition

+ References

+ Details

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Apr. 14, 2023	Mar. 19, 2023	Jan. 18, 2023	Dec. 31, 2022	Jan. 05, 2023	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Cash and cash equivalents				$ 309,793		$ 190,778		$ 5,066
Warrant purchase price (in dollars per share)							$ 0.001
Silicon Valley Bank
Subsequent Event [Line Items]
Cash and cash equivalents				$ 15,000
Silicon Valley Bank \| Cash and Cash Equivalents \| Financial Institution Concentration Risk
Subsequent Event [Line Items]
Concentration risk, percentage				5.00%
Forecast \| Workforce Reduction in Israel and United States
Subsequent Event [Line Items]
Number of positions expected to be eliminated (percentage)			20.00%
Subsequent Event
Subsequent Event [Line Items]
Warrants and rights, extension term		3 years
Warrant purchase price (in dollars per share)		$ 0.01
Subsequent Event \| Class A
Subsequent Event [Line Items]
Warrants outstanding (in shares)		2,640,000
Subsequent Event \| Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. And Oak HC/FT Partners V-B, L.P \| Private Placement
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	60,000,000
Consideration received on sale	$ 75,000
Subsequent Event \| Darwin Homes, Inc.
Subsequent Event [Line Items]
Percentage of voting interests acquired					100.00%
Market value of business acquisition					$ 18,000