SecProbe.io

September 12, 2024
Evangelos Perros
Chief Financial Officer
Pagaya Technologies Ltd.
90 Park Ave, 20th Floor
New York, NY 10016
Re:Pagaya Technologies Ltd.
Form 20-F for the Fiscal Year ended December 31, 2023
Filed March 8, 2024
File No. 001-41430
Dear Evangelos Perros:
            We have reviewed your August 15, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 19, 2024 letter.
Form 20-F for Fiscal Year Ended December 31, 2023
Operating and Financial Review and Prospects
A. Operating Results
Reconciliation of Non-GAAP Financial Measures, page 77
We understand from your response to prior comment 1 that you believe operating income
would be more directly comparable to your non-GAAP measure of FRLPC than gross
profit because the measure "represents the operating income potential of Payaga based on
network volume (a non financial metric)," although you do not explain how "operating
income potential" is reflected in FRLPC as a non-GAAP historical performance measure,
or why such potential would be more clearly measured by historical measures of revenue
less production costs, than revenues less production costs and other costs that are
attributable to the generation of revenue in accordance with GAAP.

 1.

September 12, 2024
Page 2
Given the observations above and considering that your proposed reconciliation adds back
three of four operating expense line items, including (i) technology, data and production
development (ii) sales and marketing and (iii) general and administrative expense, all of
which you describe as "not closely correlated to, or variable with, the generation of fee
revenue," we continue to believe that you will need to identify gross profit as the most
directly comparable measure to comply with Item 10(e)(1)(i)(B) of Regulation S-K.

Given your emphasis on Network Volume as a key performance metric, and considering
your intentions to begin reporting FRLPC as a percentage of Network Volume, it also
appears that you should expand your disclosures to more clearly explain how the
percentage reflects the effectiveness of your business strategies, as expressed in your
response, and to describe the particular attributes of the Network and your approach to
measuring volume.  For example, describe your business strategies in terms that correlate
with the relationship between FRLPC and Network Volume so that investors may better
understand how effective your strategies have been for each period.

Please also disclose the corresponding percentage of gross margin divided by Network
Volume and explain how "the gross dollar amount of assets originated" and "the gross
dollar value of services" are measured in compiling the metric, describe the nature of the
assets and the services to which dollar amounts are ascribed, and indicate how you
establish that assets have been originated or that services have been rendered using your
technology during the periods covered by your financial statements.

            Please contact Yolanda Guobadia at 202-551-3562 or Yong Kim at 202-551-3323 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation