United States securities and exchange commission logo
April 29, 2022
Gal Krubiner
Chief Executive Officer
Pagaya Technologies Ltd.
Azrieli Sarona Bldg, 54th Floor
121 Derech Menachem Begin
Tel-Aviv 6701203, Israel
Re: Pagaya Technologies
Ltd.
Registration
Statement on Form F-4
Filed April 7, 2022
File No. 333-264168
Dear Mr. Krubiner:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
16, 2022 letter.
Registration Statement on Form F-4
General
1. Please update your
analysis under section 3(b)(1) of the Investment Company Act of 1940
(the 1940 Act ) to
account for information as of December 31, 2021, including with
respect to sources of
income.
2. Please advise if you
have an opinion of counsel regarding the Company s reliance on the
exclusion from the
definition of investment company provided by section 3(b)(1) of the
1940 Act. Please
provide the staff with a copy of such opinion of counsel.
3. Please provide your
legal analysis addressing whether the Risk Retention SPVs are
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany
April NamePagaya Technologies Ltd.
29, 2022
April 229, 2022 Page 2
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investment companies for purposes of Section 3(a) of the 1940
Act and, if so, whether
they rely on any relevant exclusions or exemptions under the 1940 Act.
Additionally,
please provide your analysis regarding whether the interests held by
the Company s
subsidiaries in the Risk Retention SPVs are securities as that
term is defined in section
2(a)(36) of the 1940 Act.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 18
4. We note your disclosure here that the summary unaudited pro forma
condensed combined
statements of operations have been presented as if the Merger, PIPE
Investment and the
Transactions had been consummated on December 31, 2021. Further, we
note your
disclosure on page 208 that the unaudited pro forma condensed combined
statements of
operations have been presented as if the Merger, PIPE Investment and
Transactions had
been consummated on January 1, 2021. Please revise for consistency.
Refer to SX 11-
02(a)(6)(i)(B).
U.S. Federal Income Tax Considerations, page 159
5. We note your response to prior comment 2 and the revised disclosure.
We continue to
consider whether a tax opinion needs to be filed. Please revise to
address the following
matters.
We direct your attention to the sentence on page 160 stating
[w]e caution you to not
rely on any recitals or other provisions in the Merger Agreement
as
characterizations of the anticipated tax treatment of the
proposed transaction, as the
facts and circumstances of the proposed transaction render this
issue highly
uncertain. We view this statement as a disclaimer and
therefore request that you
remove it.
We note that the revised disclosure states on page 161 that
no assurance can be
given that at the relevant time, Pagaya and EJFA will continue to
take the foregoing
position that the merger qualifies as a tax-free
reorganization. However, we also
note that in the merger agreement that you state that the
Parties shall use
commercially reasonable efforts exercised in good faith to defend
and affirm the
Intended Tax Treatment in respect of any challenge by an
applicable Governmental
Entity. Please revise the disclosure in the prospectus to be
consistent with the
representation made by the parties in the merger agreement.
Alternatively, please
revise the disclosure to explain why no assurance can be given in
light of the
representation made in the merger agreement by the parties.
Please revise the heading of the subsection on page 160 to make
clear that there is
uncertainty as to whether the merger will qualify as a tax-free
organization under
Section 368(a) of the Internal Revenue Code.
Please ensure your revision explains the tax consequences such that
the contents of the
Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany
April NamePagaya Technologies Ltd.
29, 2022
April 329, 2022 Page 3
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prospectus are communicated to investors in a clear, concise and
understandable manner.
Refer to Rule 421(b) and the Note thereunder.
Security Ownership of Certain Beneficial Owners..., page 267
6. We note your response to prior comment 5 and reissue in part. Please
further revise your
disclosure to address the following:
Please ensure that you have identified all natural persons who
exercise the sole or
shared voting and/or dispositive powers with respect to the EJFA
Ordinary Shares
held by Wilson Boulevard LLC, including, if applicable, any of
your officers and
directors that have invested in the LLC interests of the Sponsor,
as referenced in
footnote (3) on page 269. Please further revise to clarify, if
accurate, that footnote (4)
also references the line item for shares held by Wilson Boulevard
LLC or advise.
Please identify the members of the Board of Directors of
Internet Fund VI Pte. Ltd.
who are expected to have decision making authority with respect
to the Pagaya
Ordinary Shares held by Internet Fund VI Pte. Ltd., as referenced
in footnote 5 on
page 272.
Please identify the natural persons who are expected to have
decision making
authority with respect to the Pagaya Ordinary Shares held
indirectly by Clal
Insurance Enterprises Holdings Ltd., as referenced in footnote 7
on page 272.
Furthermore, we note your response to prior comment 5 that you intend
to rely on
information disclosed by Aristeia Capital, L.L.C. in a Schedule 13G.
In your next
response letter, please describe any steps you took to obtain
information concerning the
identities of the natural persons exercising voting and dispositive
powers over the shares
held by Aristeia Capital, L.L.C.
Exhibits
7. Please revise the exclusive forum provision set forth in Section 73(b)
of Exhibit 3.2
identifying the competent courts in Tel Aviv, Israel as the exclusive
forum for certain
litigation matters to clarify whether such provision applies to
actions arising under the
Exchange Act. Please also ensure that your disclosure on pages 59, 252
and 259 states
this clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Gal Krubiner
Pagaya Technologies Ltd.
April 29, 2022
Page 4
You may contact Jacob Luxenburg, Staff Accountant, at (202) 551-2339 or
Sharon
Blume, Accounting Branch Chief, at (202) 551-3474 if you have questions
regarding comments
on the financial statements and related matters. Please contact David Lin,
Staff Attorney, at (202)
551-3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758
with any other
questions.
FirstName LastNameGal Krubiner Sincerely,
Comapany NamePagaya Technologies Ltd.
Division of
Corporation Finance
April 29, 2022 Page 4 Office of Finance
FirstName LastName