UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 001-41430
Pagaya Technologies Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Azrieli Sarona Bldg, 54th Floor
121 Derech Menachem Begin
Tel-Aviv 6701203, Israel
+972 (3) 715 0920
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
On August 16, 2022, Pagaya Technologies Ltd. (“Pagaya”) issued a press release titled “Pagaya Reports Second Quarter and First Half 2022 Results,” in which Pagaya reported its results of operations for the quarter and six months ended June 30, 2022. A copy of that press release is furnished as Exhibit 99.1 hereto. Pagaya’s Unaudited Condensed Consolidated Interim Financial Statements for the Three Months and Six Months Ended June 30, 2022 included as Exhibit 99.2 of this Report on Form 6-K (the “Report”), Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months and Six Months Ended June 30, 2022 included as Exhibit 99.3 of this Report and the updated Risk Factors disclosure included as Exhibit 99.4 of this Report, shall be deemed to be incorporated by reference into the registration statement on Form S-8 (File No. 333-265739), of Pagaya and any related prospectuses, as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently furnished.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Pagaya’s expectations and assumptions as of the date of this Report. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements. For a discussion of risk factors that may cause Pagaya’s actual results to differ from those expressed or implied in the forward-looking statements in this Report, you should refer to Pagaya’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section contained herein. Except as required by law, Pagaya undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing Pagaya’s views as of any date subsequent to the date of this Report.
EXHIBIT INDEX
| Exhibit No. | Description |
| Press release, dated August 16, 2022, titled “Pagaya Reports Second Quarter and First Half 2022 Results” |
| |
| Unaudited Condensed Consolidated Interim Financial Statements for the Three Months and Six Months Ended June 30, 2022 |
| | |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months and Six Months Ended June 30, 2022 |
| | |
| Risk Factors |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PAGAYA TECHNOLOGIES LTD. |
| | |
| | |
| By: | |
| Name:
| Gal Krubiner |
| Title:
| Chief Executive Officer |
| | |
| By: | |
| Name:
| Michael Kurlander |
| Title:
| Chief Financial Officer |
| | | |
| | | |
| | | |
| | | |
Date: August 16, 2022
