Form 8-K - Current report

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)

Israel

98-1704718

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

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:

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

Exhibit No.

Description

99.1

Press Release issued by Pagaya Technologies Ltd., dated October 28 , 2024.

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.


		PAGAYA TECHNOLOGIES LTD.

Date: October 28, 2024	By:	/s/ Eric Watson
	Name:	Eric Watson
	Title:	Chief Legal Officer

Pagaya Completes Acquisition of Theorem Technology, Inc.

On a combined basis, the company now has access to more than $3 billion of fund capital to support strong investor demand

NEW YORK – October 28, 2024 – Pagaya Technologies LTD. (NASDAQ: PGY) ("Pagaya" or “the Company”), a global technology company delivering AI-driven product solutions for the financial ecosystem, today announced the completion of its acquisition of Theorem Technology, Inc. (“Theorem”), a machine-learning underwriting technology company that has powered billions of dollars of credit across its network since its founding in 2014.

With a combined credit fund platform exceeding $3 billion in AUM, the transaction is expected to further strengthen Pagaya’s market-leading capabilities, diversify its funding sources and drive capital efficiency. Fund investors are expected to gain access to credit assets generated by Pagaya’s network of 31 of the top lenders in the U.S., creating more growth opportunities across the lending ecosystem. The acquisition is expected to be accretive in 2025.

“We are thrilled to welcome Theorem’s incredible team to our company,” said Pagaya CEO Gal Krubiner. “Our combined capabilities will enable us to better meet unprecedented institutional demand for consumer credit, while also diversifying our funding sources and improving our capital efficiency. Together we are well positioned to drive accelerated profitable growth and deliver on our mission.”

“We are excited to join the Pagaya team to create more opportunities for our limited partners, employees, and stockholders,” said Theorem Founder and Chief Investment Officer Hugh Edmundson. “The combination of our technology platforms and funding capabilities will allow us to deliver a truly unique solution for the U.S. lending ecosystem at increased scale.”

About Pagaya Technologies

Pagaya (NASDAQ: PGY) is a global technology company making life-changing financial products and services available to more people nationwide, as it reshapes the financial services ecosystem. By using machine learning, a vast data network and an AI-driven approach, Pagaya provides consumer credit and other products for its partners, their customers, and investors. Its proprietary API and capital solutions integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. For more information, visit pagaya.com.

About Theorem

Founded in 2014, Theorem is a Silicon Valley-based institutional asset manager focused exclusively on the consumer credit space, managing assets for global institutional investors for more than a decade. Theorem’s team of PhD researchers and technologists build machine learning models for analyzing and pricing loans and evaluating loan origination platforms to support its institutional fund investment strategies, expressing its technology advantages through active loan selection, primary and secondary loan pool pricing, and proprietary custom joint ventures with originators. Since its inception, Theorem has acquired over $10 billion of consumer loans on behalf of its clients, $2.6 billion through custom partner integrations, and today manages over $1.7 billion for endowments, foundations, sovereign wealth funds, pensions, healthcare organizations, insurance companies and family offices worldwide.

Cautionary Note About Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “continue,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “future,” “strategy,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. All statements other than statements of historical fact are forward-looking statements, including statements regarding: the Company’s strategy and future operations and any expected

results and benefits of the transaction, including the potential growth of Pagaya’s fund management business and the access of Theorem’s funds to Pagaya’s network and corresponding results. The forward-looking statements are made as of the date hereof, reflect the Company’s current beliefs and are based on information currently available as of the date they are made, and the Company assumes no obligation and does not intend to update these forward-looking statements.These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Certain of these risks are described in the Company’s Form 10-K filed on April 25, 2024 and subsequent filings with the U.S. Securities and Exchange Commission. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

Investors & Analysts

ir@pagaya.com

Media & Press

press@pagaya.com

Cover	Oct. 22, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Oct. 22, 2024
Entity File Number	001-41430
Entity Registrant Name	Pagaya Technologies Ltd.
Entity Incorporation, State or Country Code	L3
Entity Tax Identification Number	98-1704718
Entity Address, Address Line One	90 Park Ave
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	646
Local Phone Number	710-7714
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001883085
Class A Ordinary Shares, no par value
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, no par value
Trading Symbol	PGY
Security Exchange Name	NASDAQ
Warrants to purchase Class A Ordinary Shares
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase Class A Ordinary Shares
Trading Symbol	PGYWW
Security Exchange Name	NASDAQ