UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 22, 2024
Commission File Number: 001-41430
Pagaya Technologies Ltd.
(Exact name of registrant as specified in its charter)
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| Israel | | 98-1704718 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 90 Park Ave, 20th Floor | | | |
| New York, New York | | | 10016 |
| (Address of principal executive offices) | | (Zip Code) |
(646) 710-7714
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Ordinary Shares, no par value | | PGY | | The NASDAQ Stock Market LLC |
| Warrants to purchase Class A Ordinary Shares | | PGYWW | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Theorem Acquisition (as defined below), Pagaya Technologies Ltd. (the “Company”) has agreed to initially issue up to 505,602 of the Company’s Class A ordinary shares (the “Shares”) as consideration to the shareholders of Theorem Technology, Inc. (“Theorem”). The Theorem Acquisition also includes the potential for additional contingent consideration payment to be paid within thirty (30) days of October 31, 2025 (the “Contingent Consideration Measurement Date”). This additional consideration, if any, will be contingent upon the net asset value of the Theorem’s funds meeting certain set thresholds as of the Contingent Consideration Measurement Date and may be paid by the Company in Shares.
The above-described issuance is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act as the issuance did not involve a public offering.
Item 8.01 Other Events.
On October 22, 2024, the Company acquired 100% of Theorem Technology, Inc. (the “Theorem Acquisition”). On October 28, 2024, the Company issued a press release announcing the Theorem Acquisition. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | |
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 hereunto duly authorized.
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| | PAGAYA TECHNOLOGIES LTD. |
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| Date: October 28, 2024 | By: | /s/ Eric Watson |
| Name: | Eric Watson |
| Title: | Chief Legal Officer |
