SecProbe.io

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 April 2, 2025

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 completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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 Pagaya Technologies Ltd.

90 Park Ave, 20th Floor

New York, NY 10016

December 4, 2024

    Re:
    PAGAYA TECHNOLOGIES LTD.

    Acceleration Request for Registration Statement on Form F-3

    Registration File No. 333-283393

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Aisha Adegbuyi

Dear Ms. Aisha Adegbuyi,

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Pagaya Technologies Ltd. (the “Company”) hereby requests that
the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective at 4:00 p.m. Eastern Time
on December 6, 2024, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Davis
Polk & Wardwell LLP, may request by telephone to the staff of the Securities and Exchange Commission. Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Byron B. Rooney
at (212) 450-4658.

We understand that the staff of the Securities
and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding
the foregoing, please contact Byron B. Rooney of Davis Polk & Wardwell LLP at the number set forth above.

Thank you for your assistance in this matter.

[Signature Page Follows]

    Very truly yours,

    PAGAYA TECHNOLOGIES LTD.

    By:
    /s/ Gal Krubiner

    Name:
    Gal Krubiner

    Title:
    Chief Executive Officer

 cc: Byron B. Rooney, Davis Polk &
Wardwell LLP

November 27, 2024
Gal Krubiner
Chief Executive Officer
Pagaya Technologies Ltd.
90 Park Ave, 20th Floor
New York, NY 10016
Re:Pagaya Technologies Ltd.
Registration Statement on Form F-3
Filed November 21, 2024
File No. 333-283393
Dear Gal Krubiner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Byron B. Rooney, Esq.

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    Pagaya Technologies Ltd.

 90 Park Avenue

 New York, NY 10016

VIA EDGAR                                     October 18, 2024

Division of Corporate Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Washington, DC 20549

RE:     Pagaya Technologies Ltd.

    Form 20-F for the Fiscal Year ended December 31, 2023

Filed March 8, 2024

File No. 001-41430

Dear Yolanda Guobadia and Yong Kim,

Set forth below are the responses of Pagaya Technologies Ltd. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission's Division of Corporation Finance (the "Staff") with respect to the Staff's letter dated September 12, 2024 (the "Comment Letter").

For ease of reference, the comment contained in the Comment Letter is printed below in italics and is followed by the Company's response.

Form 20-F for the Fiscal Year ended December 31, 2023 Operating and Financial Review and Prospects

A. Operating Results

Reconciliation of Non-GAAP Financial Measures, page 77

1.              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

pagaya.com  |  1

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.

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.

pagaya.com  |  2

RESPONSE: The Company respectfully advises the Staff that in response to the Staff's comment, we would like to further clarify our rationale for identifying operating income as the most directly comparable GAAP financial measure to FRLPC and to elaborate on how this aligns with practices among peer companies in our industry.

The Company continues to believe that operating income is the most appropriate GAAP financial measure for reconciliation to FRLPC, rather than gross profit. While we acknowledge that gross profit reflects the direct relationship between revenue and costs of goods sold, FRLPC is designed to evaluate the efficiency of our operations from a broader perspective. Specifically, FRLPC reflects our ability to generate fee revenue relative to production costs, excluding costs that are not directly tied to the production of revenue, such as sales and marketing, general and administrative expenses, and technology development costs. Given that FRLPC is not simply a gross margin metric, but a measure of overall operating efficiency, operating income provides a more comprehensive view of the Company’s operational performance. FRLPC is intended to highlight the scalability of our platform as we increase Network Volume, showcasing our ability to generate revenues efficiently while controlling production costs. By reconciling to operating income, we are able to provide investors with a clearer understanding of how FRLPC measures operational leverage and profitability.

Gross profit, while informative for certain cost structures, does not capture the broader operational efficiencies that FRLPC is designed to measure. Operating income, by contrast, encompasses a broader set of variables that are integral to the Company’s financial performance, including production costs and the operational efficiencies gained through scale. Specifically, FRLPC focuses on our ability to generate fee revenue by efficiently managing production-related expenses, while excluding operating expenses that are more fixed or not directly tied to production. These excluded expenses include:

pagaya.com  |  3

●Technology, data, and product development: Costs associated with R&D, which, while crucial to long-term growth, do not vary in direct proportion to fee revenue generated.

●Sales and marketing: Investments in customer acquisition and brand development, which are not directly variable with short-term fee revenue generation.

●General and administrative expenses: Overhead costs that do not have a direct correlation to fee revenue.

Operating income, as a GAAP measure, reflects the outcome of these efforts and is more aligned with FRLPC as it captures the broader scope of operations, offering a clearer picture of the Company’s operating leverage and efficiency.

Furthermore, the Company’s use of FRLPC is consistent with how peer companies in the financial technology sector report similar non-GAAP measures. For example:

●Affirm reports a non-GAAP metric called "Revenue Less Transaction Costs," which it reconciles to revenue. This is aligned with the Company’s previous approach, where FRLPC was viewed as an efficiency measure tied to revenue.

●Upstart reports "Contribution Profit," a non-GAAP financial measure that is reconciled to operating loss, similar to the approach the Company proposes to adopt going forward. Like Upstart, we believe that operating income (or loss) is a more appropriate GAAP financial measure to reflect operational performance beyond just revenue-cost relationships.

Given these industry practices, and considering that FRLPC provides a broader view of our operational efficiency, we believe that reconciling FRLPC to operating income better captures the full scope of our operational leverage and aligns with the presentation of similar metrics by peer companies. Given the maturity of our business and the operating leverage we have achieved, FRLPC serves as a key measure of how efficiently we can translate increasing Network Volume into profitability. Operating income thus becomes the most meaningful GAAP financial measure to reconcile against, as it best reflects the end-to-end effectiveness of our operational strategy.

pagaya.com  |  4

In response to the Staff’s additional comments, the Company agrees to expand its disclosures in future filings around Network Volume, FRLPC %, and how these metrics correlate with the effectiveness of our business strategies. Specifically, we will clarify the relationship between FRLPC and Network Volume. Network Volume represents the gross dollar amount of assets originated or services rendered using our technology. In future filings, we will provide expanded details on how FRLPC % reflects operational efficiency as Network Volume grows and how this metric helps us assess the scalability of our business model.

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (646) 573-4695.

Sincerely,

/s/ Evangelos Perros

Evangelos Perros

Chief Financial Officer

CC:     Byron Rooney (byron.rooney@davispolk.com)

Eric Watson (eric.watson@pagaya.com)

    Natalie Wilmore (natalie.wilmore@pagaya.com)

pagaya.com  |  5

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VIA EDGAR

October 7, 2024

Office of Finance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.
Washington, D.C. 20549-3628
Attn:    Yolanda Guobadia

            Yong Kim

Re: Pagaya Technologies Ltd.

Annual Report on Form 20-F for the fiscal year ended December 31, 2023

File No. 001-41430

To the Staff of the Division of Corporation Finance:

On behalf of Pagaya Technologies Ltd. (the “Company”), we are submitting this letter in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”) dated September 12, 2024, relating to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023. In that letter, you requested that the Company respond to the comments contained in the letter within ten business days or advise the Staff when the Company will respond. Due to an administrative issue, the Company did not receive the letter until October 3, 2024. The Company has been working diligently in addressing the Staff’s comments since that date, but given the administrative issue, management would like to request more time to thoroughly address the Staff’s comments. The Company respectfully requests an extension of the original due date requested by the Staff of ten business days from the date of your correspondence. We anticipate that the Company’s response will be submitted to your office no later than October 18, 2024.

We greatly appreciate the Staff’s consideration of this extension request.

Very truly yours,

By:    /s/ Evangelos Perros

    Evangelos Perros, Chief Financial Officer

cc:    Byron Rooney

    Davis Polk & Wardwell LLP

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

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                                  90 Park Avenue

 New York, NY 10016

VIA EDGAR                                     August 15, 2024

Division of Corporate Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

Washington, DC 20549

RE:     Pagaya Technologies Ltd.

    Form 20-F for the Fiscal Year ended December 31, 2023

Filed March 8, 2024

File No. 001-41430

Dear Yolanda Guobadia and Yong Kim,

Set forth below are the responses of Pagaya Technologies Ltd. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission's Division of Corporation Finance (the "Staff') with respect to the Staff's letter dated July 19, 2024 (the "Comment Letter").

For ease of reference, each comment contained in the Comment Letter is printed below in italics and is followed by the Company's response.

Form 20-F for the Fiscal Year ended December 31, 2023 Operating and Financial Review and Prospects

A. Operating Results

Reconciliation of Non-GAAP Financial Measures, page 77

1.              We note that you report Fee Revenue Less Production Cost ("FRLPC") as a non-GAAP measure although without the reconciliation prescribed by Item 10(e)(1)(i)(B) of Regulation S-K. The compilation table that you include on page 78

pagaya.com  |  1

does not meet this requirement as revenue would not be appropriately considered the most directly comparable GAAP financial measure, in isolation of any allocable costs.

Given the composition of your non-GAAP measure, we believe that you would need to present gross profit as the most directly comparable GAAP financial measure, and provide a reconciliation from gross profit to FRLPC. Please ensure that gross profit reflects all costs that are allocable to costs of revenues in accordance with GAAP, including the allocable portion of depreciation and software amortization.

Please also ensure that disclosures regarding FRLPC include comparable details for gross profit, costs reflected in gross profit, and margin metrics based on gross profit as may be provided using FRLPC, such as those in Exhibits 99.1 and 99.2 to the Form 8-K that you filed on May 9, 2024, consistent with the guidance on prominence in the Answer to Question 102.10(a) of our Compliance and Disclosure Interpretations pertaining to Non- GAAP Measures, which you may view at the following website address.

https://www.sec.gov/corpfin/non-gaap-financial-measures.htm

For example, this guidance should be considered in preparing the various points listed or characterized as highlights in reporting results for the period. Please adhere to this guidance in all future reports and investor communications.

RESPONSE: The Company respectfully advises the Staff that in response to the Staff's comment, the Company will update its disclosures regarding FRLPC in all future reports and investor communications, as provided in the draft reconciliation below. FRLPC % is an efficiency measure calculated as a percentage of network volume, as opposed to a gross margin percentage which is calculated as a percentage of revenue. Accordingly, given the operating leverage we have created as Pagaya has matured, FRLPC is best reconciled to GAAP operating income as it represents the operating income potential of Pagaya based on network volume (a non financial metric). As a result, and similar to other financial technology

pagaya.com  |  2

companies, the Company uses FRLPC to assess performance, make strategic decisions and manage its operations. Accordingly, the Company respectfully believes that a GAAP operating income is the most directly comparable GAAP financial measure closely related to the Company’s business and operations.

FRLPC and FRLPC % reconciliation

FRLPC is defined as operating income (loss) plus the following operating expenses that are not closely correlated to, or variable with, the generation of fee revenue: (i) technology, data and production development; (ii) sales and marketing; (iii) general and administrative expenses, and minus interest income and investment income (loss). FRLPC as a percentage of Network Volume (or FRLPC %) is defined as FRLPC divided by Network Volume. We use FRLPC and FRLPC % as part of overall assessment of performance to evaluate the effectiveness of our business strategies, including communicating with our Board of Directors regarding our financial performance.

We believe FRLPC and FRLPC % provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing useful measures for period-to-period comparisons of our business performance. Moreover, we have included FRLPC and FRLPC % in this report because these are key measurements used by our management to make operating decisions, evaluate performance, and perform strategic planning and annual budgeting. However, this non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with U.S. GAAP and may be different from similarly titled non-GAAP financial measures used by other companies.

The following table presents a reconciliation of the most directly comparable U.S. GAAP measure, operating income, to FRLPC (in thousands):

pagaya.com  |  3

E. Critical Accounting Estimates, page 85

2.              We note your disclosure explaining that you consider an accounting estimate to be critical when it reflects an assumption about information that was not available or that was highly uncertain when the estimate was made, and where a change in the estimate could have a material impact on your financial condition or results of operations.

However, while you identify four categories of accounting and provide some general accounting policy information, you do not identify any of the specific critical accounting estimates that are reflected in your results of operations, or discuss any particular uncertainties associated with the methods of estimation or with the assumptions underlying any specific critical accounting estimates.

Please expand your disclosures to provide a more comprehensive discussion and analysis of your critical accounting estimates, including details of the underlying assumptions and uncertainties, and the reasonably possible effects on your financial statement of resolving the uncertainties or updating the estimates with information that was not available when making the critical accounting estimate at the end of the period covered by your report.

These disclosures should supplement rather than duplicate the description of accounting policies that are provided in the notes to your financial statements.

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Please refer to Item 5.E. of Form 20-F and Section V of SEC Release No. 33-8350 for further guidance.

RESPONSE: The Company respectfully advises the Staff that in response to the Staff's comment, the Company will update its disclosures regarding critical accounting estimates. The Company will expand its disclosures regarding fair value (previously identified as “Loans and investments in securities”) and will forego disclosure and discussion of 1) revenue recognition, 2) consolidation and 3) valuation allowance related to deferred tax assets (“DTA VA”). Revenue recognition, consolidation and DTA VA do not involve significant levels of uncertainty and are adequately disclosed in the notes to the audited consolidated financial statements.

The expanded disclosures related to fair value, as provided in the draft disclosure below, include details of the underlying assumptions and uncertainties, and the reasonably possible effects on the Company’s consolidated financial statements of resolving the uncertainties or updating the estimates with information that was not available when making the critical accounting estimate at the end of the period covered by the Company’s report.  The Company acknowledges that such expanded disclosures, as provided below, supplement rather than duplicate the description of accounting policies that are provided in the notes to the Company’s financial statements.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

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During the nine months ended September 30, 2024, we have reassessed the critical accounting policies and estimates as described in Part II, Item 7, “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023 and determined that in addition to the updates below relating to fair value (previously identified as “Loans and investments in securities”), we no longer consider revenue recognition, consolidation and variable interest entities or recoverability of deferred tax assets to be critical accounting estimates as the application of the relevant US GAAP accounting policies does not involve significant levels of uncertainty.

We believe that the accounting policies discussed below are critical to our financial results and the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate and (2) changes in the estimate could have a material impact on our financial condition or results of operations. For further information, see Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K, which was filed with the SEC on April 25, 2024. It should be noted that future events rarely develop exactly as forecasted, and estimates require regular review and adjustment.

Fair Value

Investments in loans and securities, which include whole loans and notes and residual interests in securitizations, are measured at fair value on a recurring basis.  The estimate of fair value of these financial assets requires significant judgment. We use a discounted cash flow model to estimate the fair value of these financial assets based on the present value of estimated future cash flows. The cash flow model uses both observable and unobservable inputs and reflects our best estimates of the assumptions a market participant would use to calculate fair value of the particular financial asset. Primary inputs that require significant judgment include discount rates, net credit loss expectations, and expected prepayment rates.

As it relates to net credit loss expectations, the most significant unobservable input, management considers a variety of factors including, but not limited to, historical loss

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trends, origination or vintage analysis, known and inherent risks in the portfolio, recovery rates and current economic conditions. We also take into consideration certain qualitative factors, in which we adjust our quantitative baseline using our best judgment to consider the inherent uncertainty regarding future economic conditions and consumer loan performance.

Additionally, we determine whether an impairment has resulted from a credit loss or other factors. We determine whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. We recognize the credit loss portion through earnings in the income statement and the noncredit loss portion in accumulated other comprehensive loss.

The underlying assumptions, estimates, and assessments we use to provide for fair value are assessed and updated quarterly, as necessary, to reflect our view of current conditions, which can result in changes to the fair value of investments in loans and securities. It is possible that we will experience material differences in the fair value of investments in loans and securities.

Prior to 2023, we wrote down the amortized cost basis of the investment if it was more likely than not we would be required, or we intended to sell the investment before recovery of its amortized cost basis, or we did not expect to collect cash flows sufficient to recover the amortized cost basis of the investment.

General

3.              We note you have elected to file certain periodic and current reports on U.S. domestic issuer forms subsequent to filing your annual report on Form 20-F.

The comments in this letter are also applicable to any corresponding disclosures that you provide using the U.S. domestic issuer forms.

RESPONSE: The Company respectfully acknowledges the Staff's comment and agrees that the commitments made in this letter will be applied to corresponding disclosures that the Company makes using the U.S. domestic issuer forms.

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Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (646) 573-4695.

Sincerely,

/s/ Evangelos Perros

Evangelos Perros

Chief Financial Officer

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VIA EDGAR

August 1, 2024

Office of Finance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.
Washington, D.C. 20549-3628
Attn:    Yolanda Guobadia

            Yong Kim

Re: Pagaya Technologies Ltd.

Annual Report on Form 20-F for the fiscal year ended December 31, 2023

File No. 001-41430

To the Staff of the Division of Corporation Finance:

On behalf of Pagaya Technologies Ltd. (the “Company”), we are submitting this letter in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”) dated July 19, 2024, relating to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023. In that letter, you requested that the Company respond to the comments contained in the letter within ten business days or advise the Staff when the Company will respond. The Company has been working diligently in addressing the Staff’s comments. However, the Company has been working on several internal business initiatives, including preparing for its quarterly earnings for the quarter ended June 30, 2024, and management would like more time to thoroughly address the Staff’s comments. The Company respectfully requests an extension of the original due date requested by the Staff of ten business days from the date of your correspondence. We anticipate that the Company’s response will be submitted to your office no later than August 16, 2024.

We greatly appreciate the Staff’s consideration of this extension request.

Very truly yours,

By:    /s/ Evangelos Perros

    Evangelos Perros, Chief Financial Officer

cc:    Byron Rooney

    Davis Polk & Wardwell LLP

July 19, 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 limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            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.
Form 20-F for the Fiscal Year ended December 31, 2023
Operating and Financial Review and Prospects
A. Operating Results
Reconciliation of Non-GAAP Financial Measures, page 77
We note that you report Fee Revenue Less Production Cost  ("FRLPC") as a non-GAAP
measure although without the reconciliation prescribed by Item 10(e)(1)(i)(B) of
Regulation S-K. The compilation table that you include on page 78 does not meet this
requirement as revenue would not be appropriately considered the most directly
comparable GAAP financial measure, in isolation of any allocable costs.

Given the composition of your non-GAAP measure, we believe that you would need to
present gross profit as the most directly comparable GAAP financial measure, and
provide a reconciliation from gross profit to FRLPC. Please ensure that gross profit
reflects all costs that are allocable to costs of revenues in accordance with GAAP,
including the allocable portion of depreciation and software amortization.  1.

July 19, 2024
Page 2

Please also ensure that disclosures regarding FRLPC include comparable details for gross
profit, costs reflected in gross profit, and margin metrics based on gross profit as may be
provided using FRLPC, such as those in Exhibits 99.1 and 99.2 to the Form 8-K that you
filed on May 9, 2024, consistent with the guidance on prominence in the Answer to
Question 102.10(a) of our Compliance and Disclosure Interpretations pertaining to Non-
GAAP Measures, which you may view at the following website address.

https://www.sec.gov/corpfin/non-gaap-financial-measures.htm

For example, this guidance should be considered in preparing the various points listed
or characterized as highlights in reporting results for the period.  Please adhere to this
guidance in all future reports and investor communications.
E. Critical Accounting Estimates, page 85
2.We note your disclosure explaining that you consider an accounting estimate to be critical
when it reflects an assumption about information that was not available or that was highly
uncertain when the estimate was made, and where a change in the estimate could have a
material impact on your financial condition or results of operations.

However, while you identify four categories of accounting and provide some general
accounting policy information, you do not identify any of the specific critical accounting
estimates that are reflected in your results of operations, or discuss any particular
uncertainties associated with the methods of estimation or with the assumptions
underlying any specific critical accounting estimates.

Please expand your disclosures to provide a more comprehensive discussion and analysis
of your critical accounting estimates, including details of the underlying assumptions and
uncertainties, and the reasonably possible effects on your financial statement of resolving
the uncertainties or updating the estimates with information that was not available when
making the critical accounting estimate at the end of the period covered by your report.

These disclosures should supplement rather than duplicate the description of accounting
policies that are provided in the notes to your financial statements.  Please refer to Item
5.E. of Form 20-F and Section V of SEC Release No. 33-8350 for further guidance.
General
3.We note you have elected to file certain periodic and current reports on U.S. domestic
issuer forms subsequent to filing your annual report on Form 20-F.

The comments in this letter are also applicable to any corresponding disclosures that you
provide using the U.S. domestic issuer forms.
            In closing, 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.

July 19, 2024
Page 3
            Please contact Yolanda Guobadia at 202-551-3562 or Yong Kim at 202-551-3323 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Pagaya Technologies Ltd.

Azrieli Sarona Bldg, 54th Floor

121 Derech Menachem Begin

Tel Aviv 6701203, Israel

October 13, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

RE:  Pagaya Technologies Ltd.

 Registration Statement on Form F-3

 File No. 333-274862

 Request for Acceleration of Effective Date

Requested Date: October 16, 2023

Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) to become effective on October 16, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John T. McKenna, Rupa Briggs and Natalie Y. Karam of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Rupa Briggs at (212) 479-6525 or Natalie Y. Karam at (650) 843-5778.

Very truly yours,

PAGAYA TECHNOLOGIES LTD.

By: /s/ Gal Krubiner

Name: Gal Krubiner

Title: Chief Executive Officer

By: /s/ Michael Kurlander

Name: Michael Kurlander

Title: Chief Financial Officer

cc: John T. McKenna, Cooley LLP

 Rupa Briggs, Cooley LLP

 Natalie Y. Karam, Cooley LLP

United States securities and exchange commission logo
October 11, 2023
Gal Krubiner
Chief Executive Officer
Pagaya Technologies Ltd.
90 Park Ave
New York, NY 10016
Re:Pagaya Technologies Ltd.
Registration Statement on Form F-3
Filed October 4, 2023
File No. 333-274862
Dear Gal Krubiner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John McKenna, Esq.

CORRESP
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Pagaya Technologies Ltd.

Azrieli Sarona Bldg, 54th Floor

121 Derech Menachem Begin

Tel Aviv 6701203, Israel

May 1, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

RE: Pagaya Technologies Ltd.

 Registration Statement on Form F-1

 File No. 333-271343

 Request for Acceleration of Effective Date

Requested Date:    May 3, 2023

Requested Time:    4:00 P.M. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) to become effective on May 3, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John T. McKenna, Rupa Briggs and Natalie Y. Karam of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Rupa Briggs at (212) 479-6525 or Natalie Y. Karam at (650) 843-5778.

 Very truly yours,

 PAGAYA TECHNOLOGIES LTD.

 By: /s/ Gal Krubiner

 Name: Gal Krubiner

 Title: Chief Executive Officer

 By: /s/ Michael Kurlander

 Name: Michael Kurlander

 Title: Chief Financial Officer

cc: John T. McKenna, Cooley LLP

Rupa Briggs, Cooley LLP

Natalie Y. Karam, Cooley LLP

United States securities and exchange commission logo
May 1, 2023
Michael Kurlander
Chief Financial 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-1
Filed April 20, 2023
File No. 333-271343
Dear Michael Kurlander:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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      Pagaya Technologies Ltd.

        Azrieli Sarona Bldg, 54th Floor

      121 Derech Menachem Begin

      Tel Aviv 6701203, Israel

      December 2, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Tonya K. Aldave

            John Dana Brown

            Re:

            Pagaya Technologies Ltd.

            Registration Statement on Form F-1

            File No. 333-266228

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pagaya Technologies Ltd. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration
      Statement to 4:00 p.m., Eastern Time, on December 6, 2022, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP, request by telephone that such Registration
      Statement be declared effective.

    Please contact Kathy Shao or Andrea Nicolás of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2012 or (212) 735-3416, respectively, as soon as the Registration Statement has been declared effective, or if
      you have any other questions or concerns regarding this matter.

            Very truly yours,

            Pagaya Technologies Ltd.

            By:

            /s/ Gal Krubiner

            Name:

            Gal Krubiner

            Title:

            Chief Executive Officer

            By:

            /s/ Michael Kurlander

            Name:

            Michael Kurlander

            Title:

            Chief Financial Officer

            cc:

              Richmond Glasgow, Pagaya Technologies Ltd.

            Andrea Nicolás, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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    Pagaya Technologies Ltd.

      Azrieli Sarona Bldg, 54th Floor

    121 Derech Menachem Begin

    Tel Aviv 6701203, Israel

    December 2, 2022

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, N.E.

    Washington, D.C. 20549

            RE:
            Pagaya Technologies Ltd.

            Registration Statement on Form F-1

            File No. 333-266930

            Request for Acceleration of Effective Date

            Requested Date:

            December 6, 2022

            Requested Time:
            4:00 P.M. Eastern Time

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)

      hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) to become effective on December 6, 2022, at 4:00 p.m., Eastern Time, or as soon
      thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John T. McKenna and Natalie Y. Karam of Cooley LLP, counsel to the
      Registrant, to make such request on its behalf.

    Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650)
      843-5059, or in his absence, Natalie Y. Karam at (650) 843-5778.

            Very truly yours,

            Pagaya Technologies Ltd.

            By:

            /s/ Gal Krubiner

            Name:

            Gal Krubiner

            Title:

            Chief Executive Officer

            By:

            /s/ Michael Kurlander

            Name:

            Michael Kurlander

            Title:

            Chief Financial Officer

            cc:
            Richmond Glasgow, Pagaya Technologies Ltd.

            John T. McKenna, Cooley LLP

            Rupa Briggs, Cooley LLP

            Natalie Y. Karam, Cooley LLP

CORRESP
1
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    October 19, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Tonya K. Aldave

            John Dana Brown

            Re:

            Pagaya Technologies Ltd.

            Amendment No. 4 to the Registration Statement on Form F-1

            Filed October 19, 2022

            File No. 333-266228

    Dear Tonya K. Aldave and John Dana Brown:

    On behalf of our client, Pagaya Technologies Ltd., an Israeli corporation (the “Company”), we are writing to provide the Company’s
      responses to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated
      October 11, 2022 (the “Comment Letter”), with respect to the Company’s above-referenced Amendment No. 3 to the Registration Statement on Form F-1, filed on October 3, 2022 (the “Registration Statement”).

    The Company has publicly filed via EDGAR Amendment No. 4 to its Registration Statement on Form F-1 (“Amendment No. 4”), which reflects the
      Company’s responses to the comments received by the Staff in the Comment Letter and certain updated information. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 4 to the Registration Statement.

    Amendment No. 3 to Registration Statement on Form F-1

    Unaudited Pro Forma Condensed Combined Balance Sheet, page 68

            1.

            We note Pagaya consummated its previously announced business combination with EJFA on June 22, 2022.  Please note that a pro forma balance sheet is not required when an acquisition is already
              reflected in a historical balance sheet.  Revise your presentation accordingly. Refer to Regulation S-X 11-02 (a)(12)(c)(1).

            Response: In response to the Staff’s comment, the Company removed the pro forma balance sheet and added the Unaudited Condensed Consolidated Statements of Financial Position as of June 30, 2022 and
              December 31, 2021 on page F-36 of Amendment No. 4.

            2.

            Please revise to include a pro forma condensed combined statement of operations for the interim period ending June 30, 2022.  Refer to Regulation S-X 11-02 (a)(12)(c)(2)(i).

            Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 61 and 62 of Amendment No. 4.

    Index to Financial Statements, page F-1

            3.

            Please revise to include unaudited financial statements that include footnotes for Pagaya Technologies Ltd. for the interim period ending June 30, 2022.  Refer to Item 8.A.5 of Form 20-F.

            Response: In response to the Staff’s comment, the Company has revised its disclosure on page F-1 and F-36 - F-56 of Amendment No. 4.

    * * *

    Please do not hesitate to contact Andrea Nicolás at (212) 735-3416 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this letter.

            Sincerely,

            /s/ Skadden, Arps, Slate, Meagher & Flom LLP

            Skadden, Arps, Slate, Meagher & Flom

            cc:

            Richmond Glasgow, Pagaya Technologies Ltd.

CORRESP
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    John T. McKenna

    +1 650 843 5059

    jmckenna@cooley.com

    October 19, 2022

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

          Attention:

            Tonya K. Aldave

            John Dana Brown

          RE:

            Pagaya Technologies Ltd.

            Amendment No. 2 to Registration Statement on Form F-1

            Filed October 3, 2022

            (File No. 333-266930)

    Ladies and Gentlemen:

    On behalf of Pagaya Technologies Ltd. (the “Company”), we are submitting this letter in response to comments (the “Comments”)
      received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated
      October 11, 2022, relating to the Company’s Amendment No. 2 to Registration Statement on Form F-1, as filed with the Commission on October 3, 2022 (the “Registration Statement”). We are also
      electronically filing an amendment to the Registration Statement (the “Amended Registration Statement”), which reflects changes in response to the Comments, as well as certain other updates.

    For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page
      references in the text of this response letter correspond to the page numbers of Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

    Amendment No. 2 to Registration Statement on Form F-1

    Unaudited Pro Forma Condensed Combined Balance Sheet, page 82

          1.

            We note Pagaya consummated its previously announced business combination with EJFA on June 22, 2022. Please note that a pro forma balance sheet is not required when an acquisition is already reflected in a
              historical balance sheet. Revise your presentation accordingly. Refer to Regulation S-X 11-02 (a)(12)(c)(1).

    Response: The Company acknowledges the Staff’s Comment and has removed the pro forma balance sheet and added the
      unaudited condensed consolidated statements of financial position as of June 30, 2022 and December 31, 2021 on page F-35 of the Amended Registration.

      U.S. Securities and Exchange Commission

      October 19, 2022

      Page 2

    Statement.

          2.

            Please revise to include a pro forma condensed combined statement of operations for the interim period ending June 30, 2022. Refer to Regulation S-X 11-02 (a)(12)(c)(2)(i).

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on pages 78-79 and 82-85 of the
      Amended Registration Statement.

    Index to Financial Statements, page F-1

          3.

            Please revise to include unaudited financial statements that include footnotes for Pagaya Technologies Ltd. for the interim period ending June 30, 2022. Refer to Item 8.A.5 of Form 20-F.

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on page F-1 and pages F-35 to F-55 of the Amended Registration Statement.

    ***

    Please contact me at (650) 843-5059 with any questions or further comments regarding the Company’s response to the Staff’s Comments.

    Sincerely,

    Cooley LLP

          /s/ John T. McKenna

    John T. McKenna

            cc:

            Gal Krubiner, Pagaya Technologies Ltd.

            Michael Kurlander, Pagaya Technologies Ltd.

            Richmond Glasgow, Pagaya Technologies Ltd.

            Rupa Briggs, Cooley LLP

            Natalie Y. Karam, Cooley LLP

United States securities and exchange commission logo
October 11, 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.
Amendment No. 2 to Registration Statement on Form F-1
Filed September 20, 2022
Amendment No. 3 to Registration Statement on Form F-1
Filed October 3, 2022
File No. 333-266228
Dear Gal Krubiner:
            We have reviewed your amended 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 September 14, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1
Unaudited Pro Forma Condensed Combined Balance Sheet, page 68
1.We note Pagaya consummated its previously announced business combination with EJFA
on June 22, 2022.  Please note that a pro forma balance sheet is not required when an
acquisition is already reflected in a historical balance sheet.  Revise your presentation
accordingly. Refer to Regulation S-X 11-02 (a)(12)(c)(1).

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 October 11, 2022 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
October 11, 2022
Page 2
2.Please revise to include a pro forma condensed combined statement of operations for the
interim period ending June 30, 2022.  Refer to Regulation S-X 11-02 (a)(12)(c)(2)(i).
Index to Financial Statements, page F-1
3.Please revise to include unaudited financial statements that include footnotes for Pagaya
Technologies Ltd. for the interim period ending June 30, 2022.  Refer to Item 8.A.5 of
Form 20-F.
            Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-
3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Andrea Nicolas, Esq.

CORRESP
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    John T. McKenna

    +1 650 843 5059

    jmckenna@cooley.com

    September 30, 2022

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

          Attention:

            Tonya K. Aldave

              John Dana Brown

          RE:

            Pagaya Technologies Ltd.

              Amendment No. 1 to Registration Statement on Form F-1

              Filed September 6, 2022

              (File No. 333-266930)

    Ladies and Gentlemen:

    On behalf of Pagaya Technologies Ltd. (the “Company”), we are submitting this letter in response to comments (the “Comments”) received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated September 20, 2022, relating to the Company’s Amendment No. 1 to Registration Statement on Form F-1, as filed with the Commission on September 6, 2022. We are also
      electronically filing an amendment to the Registration Statement (the “Amended Registration Statement”), which reflects changes in response to the Comments, as well as certain other updates.

    For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience
      we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the
      meanings set forth in the Amended Registration Statement.

    Amendment No. 1 to Registration Statement on Form F-1

    General

              1.

              At the current trading price it appears that the public warrants and 5,166,667 private placement warrants are out of the money. Please disclose in your risk factors
                and MD&A sections that warrant holders will not exercise their warrants and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity
                and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on pages 64-65 and 105-106 of the Amended Registration Statement.

        Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

        t: (650) 843-5000 f: (650) 849-7400 cooley.com

          U.S. Securities and Exchange Commission

          September 30, 2022

          Page 2

    Summary of the Prospectus

        Company Overview, page 1

              2.

              In light of the significant number of redemptions in conjunction with your business combination and the unlikelihood that the company will receive significant
                proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock, expand your discussion of capital resources to address any changes in the
                company’s liquidity position since the business combination. Discuss what effect your separate offering of shares underlying warrants may have on this offering through B. Riley Principal Capital II, LLC.

    Response: The Company acknowledges the Staff’s Comment and has revised
        the disclosure on page 106 of the Amended Registration Statement.

    Risk Factors, page 12

              3.

              Please revise to clarify what you mean by “our ability to consummate the Merger” on page 13.

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on page 13 of the Amended Registration Statement.

    Our business and the performance of Financing Vehicles may be adversely affected by economic conditions, page 21

              4.

              Please update this risk factor if recent inflationary pressures have materially impacted your operations. In this regard, identify the types of inflationary
                pressures you are facing and how your business has been affected.

    Response:  The Company acknowledges the Staff’s Comment and has
        revised the disclosure on pages 21 and 93 of the Amended Registration Statement.

              5.

              Please expand your discussion of interest rates to specifically identify the impact of rate increases on your operations and how your business has been affected.

    Response:  The Company acknowledges the Staff’s Comment and has
        revised the disclosure on pages 22 and 93 of the Amended Registration Statement.

        Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

        t: (650) 843-5000 f: (650) 849-7400 cooley.com

      U.S. Securities and Exchange Commission

      September 30, 2022

      Page 3

    Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 91

              6.

              We note your response to comment 3. Please revise your disclosure in the liquidity and capital resources section, and elsewhere as appropriate, to specifically
                address the fact that you may miss your 2022 Adjusted EBITDA projection and explain how that has impacted or may impact your financial position and create further risks to your business operations and liquidity.

      Response:  The Company respectfully advises the Staff that the Company uses Adjusted EBITDA to supplement the Company’s consolidated financial statements prepared and
        presented in accordance with GAAP and to provide investors with additional information about the Company’s financial performance in order to enhance the overall understanding of the results of operations by highlighting the results from ongoing
        operations and the underlying profitability of its business. The Company presents Adjusted EBITDA because it believes they provide an additional tool for investors to use in comparing its core financial performance over multiple periods with the
        performance of other companies. The Company utilizes Adjusted EBITDA because it is a key measurement used by its management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform
        strategic planning and annual budgeting.  However, Adjusted EBITDA is not used a source of liquidity for the Company nor does the Company use Adjusted EBITDA as a liquidity measure.

      The Company has revised its disclosures on pages 105-106 of the Amended Registration Statement to clarify that the Company believes that its existing cash and cash equivalents, including the net proceeds from
        the PIPE investment, will be sufficient to meet its working capital and capital expenditure requirements for at least the next 12 months.  The Company has further revised its disclosures to state that it expects to finance its cash needs and fund
        its operations through existing cash and cash equivalents, including the net proceeds from the PIPE investment and that it has the ability to raise additional capital, including through borrowings under its revolving credit facility pursuant to
        which it can borrow up to an initial amount of $167.5 million, or through the sale or issuance of equity or debt securities, including up to $300 million pursuant to the Company’s committed equity financing with B. Riley Principal Capital II.  The
        Company has also clarified that it generated negative cash flows from operations for the six months ended June 30, 2022, related to the use of cash in connection with an increase in headcount and personnel-related costs across the business to
        support our growth expansion strategy. The Company is not relying on cash from operations to fund its working capital requirements, and therefore, disclosure regarding the impact of Adjusted EBITDA on liquidity and capital requirements is
        inapplicable.

      The Company further respectfully advises the Staff that the 2022 Projected Adjusted EBITDA included in the unaudited prospective financial information (the “Projected
        Financial Information”) disclosed in the Company’s definitive proxy statement/prospectus dated May 26, 2022 (the “Proxy Statement/Prospectus”) was prepared in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of
        September 15, 2021, by and among EJF Acquisition Corp. (“EJFA”), the Company, and Rigel Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company.  On June 22, 2022, Merger Sub merged with and into EJFA (the “Merger”), with EJFA
        surviving the Merger and becoming a wholly-owned subsidiary of Company, and consummated the other transactions contemplated by the Merger Agreement (collectively, the “Business Combination”).  The Projected Financial Information, including 2022
        Projected Adjusted EBITDA, was prepared as of September 2021 for purposes of diligence by the EJFA management team of the Company’s business and growth opportunity as well as the evaluation of the Business Combination by the board of directors of
        EJFA (the “EJFA Board”) and its financial advisor in connection with approving the Business Combination and recommending it to the EFJA shareholders for approval. The Company disclosed the Projected Financial Information, including 2022 Projected
        Adjusted EBITDA, in the Proxy Statement/Prospectus because they were made available to the EJFA Board and its financial advisor, for their respective evaluation of the Business Combination, and, at the direction and with approval of EJFA
        management, for the financial advisor’s use and reliance upon in connection with its opinion to the EJFA Board.  The Projected Financial Information was prepared in good faith by the Company’s management, based on their reasonable best estimates
        and assumptions with respect to the expected future financial performance of the Company at the time the Projected Financial Information were prepared as of September 2021 and speak only as of that time.

      The Proxy Statement/Prospectus disclosed 2022 Projected Adjusted EBITDA of $112 million as part of the Projected Financial Information prepared as of September 2021. The Company provided an update regarding its
        financial results and the Projected Financial Information on pages 5, 91 and 131 of the Proxy Statement/Prospectus filed on May 27, 2022. Set forth below are the relevant disclosures on pages 5 and 131 of the Proxy Statement/Prospectus:

              •

              Adjusted EBITDA Less than Previously Projected. Although Pagaya exceeded the projections set out in the section of this proxy statement/prospectus entitled “Unaudited
                Prospective Financial Information of Pagaya” for network volume and total revenue for the fiscal year ended December 31, 2021, it did not meet its projections for Adjusted EBITDA for that period. Specifically, Pagaya’s actual Adjusted
                EBITDA for the fiscal year ended December 31, 2021 was approximately 27% lower than the projected amounts for that period. In addition, for the quarter ended March 31, 2022, based on currently available information, Adjusted EBITDA is
                approximately $4 million, reflecting the impact of (i) costs related to hiring to support Pagaya’s future growth initiatives, including expanding its research and development team and significantly expanding its senior team to take
                advantage of incremental Partner opportunities, and (ii) recent changes in macroeconomic conditions, including rising interest rates and the increased cost of capital. For more information, please see the section of this proxy
                statement/prospectus entitled “Pagaya’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

              •

              Increased Uncertainty Regarding Future Adjusted EBITDA. Given that Pagaya’s actual Adjusted EBITDA for the fiscal year ended December 31, 2021 was less than previously
                projected, and that Pagaya’s actual expenses for that period and for the quarter ended March 31, 2022 were greater than previously projected, it is likely that Pagaya’s actual EBITDA for the fiscal year ending December 31, 2022 and other
                future periods will be less than previously projected. Pagaya expects full year 2022 revenue and other income and Adjusted EBITDA to be consistent with the financial performance currently expected for the quarter ended March 31, 2022, which
                would result in higher revenue and other income and significantly lower Adjusted EBITDA for 2022 than the prospective financial information, dated as of September 15, 2021, set out in the section of this proxy statement/prospectus entitled
                “Unaudited Prospective Financial Information of Pagaya”.

            Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

            t: (650) 843-5000 f: (650) 849-7400 cooley.com

          U.S. Securities and Exchange Commission

          September 30, 2022

          Page 4

              The Company has revised the disclosures on pages 20 and 104-105 of the Amended Registration Statement to disclose the factors that impacted Adjusted EBITDA for the six months ended June 30, 2022, reflecting the
                impact of (i) costs related to hiring to support the Company’s future growth initiatives and (ii) rising interest rates and the increased cost of capital, which are consistent with the factors previously disclosed by the Company in its
                Proxy Statement/Prospectus and other subsequent public disclosures.  Furthermore, the Company disclosed that it intends to continue to make investments to support its business growth and those investments along with the potential for higher
                interest rates and cost of capital could negatively impact its Adjusted EBITDA.  However, the Company respectfully advises the Staff that the Company does not believe that any such effect on its Adjusted EBITDA will impact our operations or
                liquidity as discussed above.

            ***

            Please contact me at (650) 843-5059 with any questions or further comments regarding the Company’s response to the Staff’s Comments.

            Sincerely,

                    Cooley LLP

                      /s/ John T. McKenna

                      John T. McKenna

            cc:

            Gal Krubiner, Pagaya Technologies Ltd.

            Michael Kurlander, Pagaya Technologies Ltd.

            Richmond Glasgow, Pagaya Technologies Ltd.

              Rupa Briggs, Cooley LLP

            Natalie Y. Karam, Cooley LLP

          Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

          t: (650) 843-5000 f: (650) 849-7400 cooley.com

CORRESP
1
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    September 30, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

              Attn:

              Tonya K. Aldave

              John Dana Brown

          Re:

            Pagaya Technologies Ltd.

              Amendment No. 3 to the Registration Statement on Form F-1

              Filed September 30, 2022

              File No. 333-266228

    Dear Tonya K. Aldave and John Dana Brown:

    On behalf of our client, Pagaya Technologies Ltd., an Israeli corporation (the “Company”), we are writing to provide the Company’s
      responses in the above-referenced Amendment No. 3 to the Registration Statement on Form F-1, filed on September 30, 2022 (the “Registration Statement”) to the additional comments of the
      staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated September 14, 2022 (the “Comment Letter”) on the Company’s Amendment No. 1 to Registration Statement on Form F-1 (333-266930), filed on September 6, 2022.

    The Company has publicly filed via EDGAR Amendment No. 3 to its Registration Statement on Form F-1 (“Amendment No. 3”), which reflects
      the Company’s responses to the comments received by the Staff in the Comment Letter and certain updated information. Such updates are made on pages 17-19, 30, 60, 79 and 91-94 of Amendment No. 3.

    Please do not hesitate to contact Kathy Shao at (212) 735-2012 or Andrea Nicolás at (212) 735-3416 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this
      letter.

            Sincerely,

            /s/ Skadden, Arps, Slate, Meagher & Flom LLP

          Skadden, Arps, Slate, Meagher & Flom

              cc:

              Richmond Glasgow, Pagaya Technologies Ltd.

United States securities and exchange commission logo
September 20, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 6, 2022
File No. 333-266930
Dear Mr. Krubiner:
            We have reviewed your amended 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 August 31, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1.At the current trading price it appears that the public warrants and 5,166,667 private
placement warrants are out of the money.  Please disclose in your risk factors and MD&A
sections that warrant holders will not exercise their warrants and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.
As applicable, describe the impact on your liquidity and update the discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 September 20, 2022 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
September 20, 2022
Page 2
Summary of the Prospectus
Company Overview, page 1
2.In light of the significant number of redemptions in conjunction with your business
combination and the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  Discuss what effect your separate offering of shares
underlying warrants may have on this offering through B. Riley Principal Capital II, LLC.
Risk Factors, page 12
3.Please revise to clarify what you mean by "our ability to consummate the Merger" on page
13.
Our business and the performance of Financing Vehicles may be adversely affected by economic
conditions, page 21
4.Please update this risk factor if recent inflationary pressures have materially impacted
your operations.  In this regard, identify the types of inflationary pressures you are facing
and how your business has been affected.
5.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
91
6.We note your response to comment 3.  Please revise your disclosure in the liquidity and
capital resources section, and elsewhere as appropriate, to specifically address the fact that
you may miss your 2022 Adjusted EBITDA projection and explain how that has
impacted or may impact your financial position and create further risks to your business
operations and liquidity.
            Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-
3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John T. McKenna, Esq.

CORRESP
1
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    September 19, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Tonya K. Aldave

            John Dana Brown

            Re:

            Pagaya Technologies Ltd.

            Amendment No. 2 to the Registration Statement on Form F-1

            Filed September 19, 2022

            File No. 333-266228

    Dear Tonya K. Aldave and John Dana Brown:

    On behalf of our client, Pagaya Technologies Ltd., an Israeli corporation (the “Company”), we are writing to provide the Company’s
      responses to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated
      September 14, 2022 (the “Comment Letter”), with respect to the Company’s above-referenced Registration Statement on Form F-1, filed on July 20, 2022 (the “Registration Statement”).

    The Company has publicly filed via EDGAR Amendment No. 2 to its Registration Statement on Form F-1 (“Amendment No. 2”), which reflects the
      Company’s responses to the comments received by the Staff in the Comment Letter and certain updated information. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2 to the Registration Statement.

    Amendment No. 1 to Registration Statement on Form F-1

    Cover Page

          1.

            We note your response to our prior comment 5. We note that the public warrants and 5,166,667 private placement warrants have recently been out of the money. Please disclose the likelihood that warrant holders
              will not exercise their warrants and provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the
              stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and on pages 12 and 62 of Amendment No. 2. Please see additional disclosures already in
      place on pages 58 and 59 and on page 92 of Amendment No. 2.

    Summary of the Prospectus

    Company Overview, page 1

          2.

            In light of the significant number of redemptions and the potential that the company will not receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the
              warrants and the current trading price of the Class A common stock (we note that the public warrants and 5,166,667 private placement warrants were recently out of the money), expand your discussion of capital resources to address any changes
              in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 92 and 93 of Amendment No. 2.

    United States Securities and Exchange Commission

    September 19, 2022

    The securities being offered in this prospectus represent a substantial percentage of our

    outstanding Class A Ordinary Shares, page 57

          3.

            We note your response to comment 2. We note your disclosure addressing that the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return if
              share prices decline. Please revise to clearly state that the public securityholders may not experience a similar rate of return on the securities they purchased if there were such a price drop. In addition, in an appropriate place in your
              prospectus, state that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current trading price, due to differences in the purchase prices
              and the current trading price, the public securityholders may not experience a similar rate of return.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and on pages 58 and 59 of Amendment No. 2.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 76

          4.

            Please update your disclosure in the Liquidity and Capital Resources section, and elsewhere, to specifically address the fact that you may miss your 2022 Adjusted EBITDA projection and explain how that has
              impacted or may impact your financial position and create further risks to your business operations and liquidity, if applicable.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 92 and 93 of Amendment No. 2.

    * * *

    Please do not hesitate to contact Andrea Nicolás at (212) 735-3416 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this letter.

            Sincerely,

            /s/ Skadden, Arps, Slate, Meagher & Flom LLP

            Skadden, Arps, Slate, Meagher & Flom

            cc:

            Richmond Glasgow, Pagaya Technologies Ltd.

United States securities and exchange commission logo
September 14, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 30, 2022
File No. 333-266228
Dear Mr. Krubiner:
            We have reviewed your amended 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 August 10, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your response to our prior comment 5.  We note that the public warrants
and 5,166,667 private placement warrants have recently been out of the money.  Please
disclose the likelihood that warrant holders will not exercise their warrants and provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 September 14, 2022 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
September 14, 2022
Page 2
Summary of the Prospectus
Company Overview, page 1
2.In light of the significant number of redemptions and the potential that the company will
not receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
common stock (we note that the public warrants and 5,166,667 private placement warrants
were recently out of the money), expand your discussion of capital resources to address
any changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.
The securities being offered in this prospectus represent a substantial percentage of our
outstanding Class A Ordinary Shares, page 57
3.We note your response to comment 2.  We note your disclosure addressing that the
Sponsor, private placement investors, PIPE investors, and other selling securityholders
may experience a positive rate of return if share prices decline.  Please revise to clearly
state that the public securityholders may not experience a similar rate of return on the
securities they purchased if there were such a price drop.  In addition, in an appropriate
place in your prospectus, state that while the Sponsor, private placement investors, PIPE
investors, and other selling securityholders may experience a positive rate of return based
on the current trading price, due to differences in the purchase prices and the current
trading price, the public securityholders may not experience a similar rate of return.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
76
4.Please update your disclosure in the Liquidity and Capital Resources section, and
elsewhere, to specifically address the fact that you may miss your 2022 Adjusted EBITDA
projection and explain how that has impacted or may impact your financial position and
create further risks to your business operations and liquidity, if applicable.

            Please contact Tonya K. Aldave at 202-551-3601 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Andrea Nicolas, Esq.

CORRESP
1
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    John T. McKenna

    +1 650 843 5059

    jmckenna@cooley.com

    September 2, 2022

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Tonya K. Aldave

            John Dana Brown

            RE:

            Pagaya Technologies Ltd.

            Registration Statement on Form F-1

            Filed August 17, 2022

            (File No. 333-266930)

    Ladies and Gentlemen:

    On behalf of Pagaya Technologies Ltd. (the “Company”), we are submitting this letter in response to comments (the “Comments”)
      received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated
      August 31, 2022, relating to the Company’s Registration Statement on Form F-1, as filed with the Commission on August 17, 2022 (the “Registration Statement”). We are also electronically
      filing an amendment to the Registration Statement (“Amended Registration Statement”), which reflects changes in response to the Comments, as well as certain other updates.

    For ease of reference, set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page
      references in the text of this response letter correspond to the page numbers of Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

    Registration Statement on Form F-1

    General

          1.

            Please update your disclosures in the section titled “Fair Value of Pagaya Ordinary Shares” on page 108 that reference the “absence of a public trading market” and the Board determining the value of your
              ordinary shares, as it appears these disclosures are no longer correct.

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on pages 110 and 111 of the Amended Registration
      Statement.

      Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

      t: (650) 843-5000 f: (650) 849-7400 cooley.com

    U.S. Securities and Exchange Commission

    September 2, 2022

    Page 2

      Risk Factors, page 16

            2.

              Please add a separately-captioned risk factor discussing the dilutive effect on the company's share price as a result of the pricing mechanism whereby B. Riley Principal Capital II will purchase securities at
                a 3.0% discount to the VWAP.

        Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on page 18 of the Amended Registration Statement.

    Management’s Discussion and Analysis of Financial Condition, page 89

          3.

            We note that the projected Adjusted EBITDA for 2022 was $112 million, as set forth in the unaudited prospective financial information management prepared and provided to the Board, the company’s financial
              advisors and EJF Acquisition Corp. in connection with the evaluation of the Business Combination. We also note that your actual Adjusted EBITDA for the Six Months Ended June 30, 2022 was approximately $9.3 million, and for the Three Months
              Ended June 30, 2022 was approximately $4.9 million. Your press release states that according to the company's outlook for full-year 2022 the Adjusted EBITDA is expected to range between negative $20 million and positive $10 million. It
              appears that you may miss your 2022 Adjusted EBITDA projection. If applicable, please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further
              risks to the business operations and liquidity in light of these circumstances.

    Response: The Company acknowledges the Staff’s Comment and has revised the disclosure on page 106 of the Amended Registration Statement.

    * * *

    Please contact me at (650) 843-5059 with any questions or further comments regarding the Company’s responses to the Staff’s Comments.

    Sincerely,

     Cooley LLP

              /s/ John T. McKenna

              John T. McKenna

              cc:

              Gal Krubiner, Pagaya Technologies Ltd.

              Michael Kurlander, Pagaya Technologies Ltd.

              Richmond Glasgow, Pagaya Technologies Ltd.

              Rupa Briggs, Cooley LLP

              Natalie Y. Karam, Cooley LLP

      Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

      t: (650) 843-5000 f: (650) 849-7400 cooley.com

United States securities and exchange commission logo
August 31, 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-1
Filed August 17, 2022
File No. 333-266930
Dear Mr. Krubiner:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
General
1.Please update your disclosures in the section titled "Fair Value of Pagaya Ordinary
Shares" on page 108 that reference the "absence of a public trading market" and the Board
determining the value of your ordinary shares, as it appears these disclosures are no longer
correct.
Risk Factors, page 16
2.Please add a separately-captioned risk factor discussing the dilutive effect on the
company's share price as a result of the pricing mechanism whereby B. Riley Principal
Capital II will purchase securities at a 3.0% discount to the VWAP.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 August 31, 2022 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
August 31, 2022
Page 2
Management's Discussion and Analysis of Financial Condition, page 89
3.We note that the projected Adjusted EBITDA for 2022 was $112 million, as set forth in
the unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and EJF Acquisition Corp. in connection with the
evaluation of the Business Combination. We also note that your actual Adjusted EBITDA
for the Six Months Ended June 30, 2022 was approximately $9.3 million, and for the
Three Months Ended June 30, 2022 was approximately $4.9 million. Your press release
states that according to the company's outlook for full-year 2022 the Adjusted EBITDA is
expected to range between negative $20 million and positive $10 million. It appears that
you may miss your 2022 Adjusted EBITDA projection.  If applicable, please update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity in light of these circumstances.
            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.
            Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-
3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       John T. McKenna, Esq.

CORRESP
1
filename1.htm

    August 30, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Tonya K. Aldave

            John Dana Brown

            Re:

            Pagaya Technologies Ltd.

            Amendment No. 1 to the Registration Statement on Form F-1

            Filed August 30, 2022

            File No. 333-266228

    Dear Tonya K. Aldave and John Dana Brown:

    On behalf of our client, Pagaya Technologies Ltd., an Israeli corporation (the “Company”), we are writing to provide the Company’s
      responses to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated
      August 10, 2022 (the “Comment Letter”), with respect to the Company’s above-referenced Registration Statement on Form F-1, filed on July 20, 2022 (the “Registration Statement”).

    The Company has publicly filed via EDGAR Amendment No. 1 to its Registration Statement on Form F-1 (“Amendment No. 1”), which reflects the
      Company’s responses to the comments received by the Staff in the Comment Letter and certain updated information. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1 to the Registration Statement.

    Registration Statement on Form F-1 filed July 20, 2022

    Cover Page

          1.

            It appears that the price of your common stock has fluctuated significantly in the last several months after completion of the merger transaction. Please revise your disclosure to address high price volatility,
              potential causes of such volatility, if known, and add a separately captioned risk factor to describe the risk to investors. In addition, on the prospectus cover page, disclose the following:

          •

            describe the recent price volatility in your stock and briefly disclose any known risks of investing in your stock under these circumstances;

          •

            for comparison purposes, disclose the market price of your common stock prior to the recent price volatility in your stock; and

          •

            describe any recent change in your financial condition or results of operations, such as your earnings, revenues or other measure of company value that is consistent with the recent change in your stock price. If
              no such change to your financial condition or results of operations exists, disclose that fact.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and on pages x, 55-60 and 91-92 of Amendment No. 1.

      United States Securities and Exchange Commission

      August 30, 2022

          2.

            Revise your prospectus to highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired their shares
              and warrants, and the price at which the public securityholders acquired their shares and warrants. Disclose, if true, that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a
              positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price.
              Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and on pages 55-60 and 91 of Amendment No. 1.

          3.

            Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated
              are as follows:

          •

            statistical data under the "Our Market Opportunity" section on page 86, which currently provides data as of Q4 2019 and Q4 2020;

          •

            disclosure related to the absence of a public trading market in the section titled "Fair Value of Pagaya Ordinary Shares" on page 81; and

          •

            disclosure on top of page 88 and under the "our team" subheading on page 92 regarding the number of specialists and employees, which currently provides data as of December 31, 2021.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the pages referenced above and throughout Amendment No. 1, as appropriate.

    Cover Page

          4.

            For each of the shares and warrants being registered for resale, disclose the price that the selling securityholders paid for such shares and warrants.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page.

          5.

            If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants and provide similar disclosure in the prospectus summary, risk factors, MD&A and use of
              proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to
              fund your operations on a prospective basis with your current cash on hand.

    Response: Not applicable, the warrants are not out of the money.

          6.

            Please disclose the number of shares representing your public float. State, if true, that the shares being registered for resale exceed your public float and state the percentage of your public float that the
              shares being offered for resale represents. We also note that all of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current market price of the Class A common stock.
              Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the Class A common stock. Also disclose the number of shares of Class A common stock that were redeemed in
              connection with your business combination.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and pages 2, 57, 58 and 91 of Amendment No. 1.

      United States Securities and Exchange Commission

      August 30, 2022

    Risk Factors, page 9

          7.

            Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A common stock. To
              illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even if the current trading
              price falls to or significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because they purchased their shares at a lower price than the public investors.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page and on pages 57-58 of Amendment No. 1.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Company Overview, page 67

          8.

            Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the
              company’s common stock.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 91-92 of Amendment No. 1.

    * * *

    Please do not hesitate to contact Andrea Nicolás at (212) 735-3416 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this letter.

            Sincerely,

            /s/ Skadden, Arps, Slate, Meagher & Flom LLP

            Skadden, Arps, Slate, Meagher & Flom

            cc:

            Richmond Glasgow, Pagaya Technologies Ltd.

United States securities and exchange commission logo
August 10, 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-1
Filed July 20, 2022
File No. 333-266228
Dear Mr. Krubiner:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
General
1.It appears that the price of your common stock has fluctuated significantly in the last
several months after completion of the merger transaction.  Please revise your disclosure
to address high price volatility, potential causes of such volatility, if known, and add a
separately captioned risk factor to describe the risk to investors.  In addition, on the
prospectus cover page, disclose the following:
•describe the recent price volatility in your stock and briefly disclose any known risks
of investing in your stock under these circumstances;
•for comparison purposes, disclose the market price of your common stock prior to the
recent price volatility in your stock; and

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 August 10, 2022 Page 2
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
August 10, 2022
Page 2
•describe any recent change in your financial condition or results of operations, such
as your earnings, revenues or other measure of company value that is consistent with
the recent change in your stock price.  If no such change to your financial condition
or results of operations exists, disclose that fact.
2.Revise your prospectus to highlight any differences in the current trading price, the prices
that the Sponsor, private placement investors, PIPE investors, and other selling
securityholders acquired their shares and warrants, and the price at which the public
securityholders acquired their shares and warrants. Disclose, if true, that while the
Sponsor, private placement investors, PIPE investors, and other selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
3.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•statistical data under the "Our Market Opportunity" section on page 86, which
currently provides data as of Q4 2019 and Q4 2020;
•disclosure related to the absence of a public trading market in the section titled "Fair
Value of Pagaya Ordinary Shares" on page 81; and
•disclosure on top of page 88 and under the "our team" subheading on page 92
regarding the number of specialists and employees, which currently provides data as
of December 31, 2021.
Cover Page
4.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
5.If the warrants are out the money, please disclose the likelihood that warrant holders will
not exercise their warrants and provide similar disclosure in the prospectus summary, risk
factors, MD&A and use of proceeds section and disclose that cash proceeds associated
with the exercises of the warrants are dependent on the stock price. As applicable,
describe the impact on your liquidity and update the discussion on the ability of your
company to fund your operations on a prospective basis with your current cash on hand.
6.Please disclose the number of shares representing your public float.  State, if true, that the
shares being registered for resale exceed your public float and state the percentage of your
public float that the shares being offered for resale represents. We also note that all of the
shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 August 10, 2022 Page 3
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
August 10, 2022
Page 3
public trading price of the Class A common stock.  Also disclose the number of shares of
Class A common stock that were redeemed in connection with your business
combination.
Risk Factors, page 9
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even if the current trading price falls
to or significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because they purchased their shares at a lower
price than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 67
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
            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.
            Please contact Tonya K. Aldave at (202) 551-3601 or John Dana Brown at (202) 551-
3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Andrea Nicolas, Esq.

745 Seventh Avenue
 New York, NY 10019
 United States

29225864V2
June 10 , 2022
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
 Re:  Registration Statement on Form F -4 (Registration No. 333 -264168 )
To whom it may concern:
Reference is made to the above -referenced registration statement (the “Registration Statement”) of Pagaya
Technologies Ltd.  (the “Issuer”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to
a proposed business combination (the “Transaction”)  involving a merger, consolidation, exchange of securities,
acquisition of assets, or similar transaction involving EJF Acquisition Corp. (the “SPAC”) . The Registration Statement
was declared effective by the Securities and Exchange Commi ssion  on May 20, 2022 .
This letter is to advise you that, effective as of today , our firm has resigned from, or ceased or refused to act
in, every capacity and relationship in which we were described in the Registration Statement as acting or agreeing
to act (including, without limitation, any capacity or relationship (A) required to be described under Paragraph (5)
of Schedule A  (15 U.S.C. 77aa)  or (B) for which consent is required under Section 7 of the Securities Act) with
respect to the Transaction.
We are also enclosing our termination letter that was sent to the SPAC  and Issuer  which recommends that the
SPAC and Issuer notify the investing public of Barclays resignation prior to the shareholder vote on the business
combination with Pagaya  which is currently scheduled for June 17, 2022.
Accordingly , we hereby advise you , the Issuer  and the SPAC , that none of our firm, any person who controls it
(within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities E xchange Act of 1934,
as amended) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for
any part of the Registration Statement. This notice is not intended to constitute an acknowledgment or admission
that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules
and regulations promulgated thereunder) with respect to the Transaction.

 Sincerely,

 By:  _____________________
 Name:  Joel Fleck
 Title:   Managing Director
cc: David Lin
Encl.: Termination Letter dated June 10, 2022

United States securities and exchange commission logo
May 19, 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.
Amendment No. 1 to Registration Statement on Form F-4
Filed May 9, 2022
Amendment No. 2 to Registration Statement on Form F-4
Filed May 18, 2022
File No. 333-264168
Dear Mr. Krubiner:
            We have reviewed your amended 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.
Amendment No. 2 to Registration Statement on Form F-4
General
1.We received the opinion of counsel regarding your reliance on the exclusion from the
definition of investment company provided by section 3(b)(1) of the Investment Company
Act (1940 Act).  While we do not have any further comments at this time regarding your
responses to comments related to your status under the 1940 Act, our decision not to issue
additional comments should not be interpreted to mean that we either agree or disagree
with your responses, including any of the legal conclusions you have made.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 May 19, 2022 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
May 19, 2022
Page 2
            You may contact Jacob Luxenburg at (202) 551-2339 or Sharon Blume at (202) 551-
3474 if you have questions regarding comments on the financial statements and related matters.
Please contact David Lin at (202) 551-3552 or J. Nolan McWilliams at (202) 551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    PAGAYA TECHNOLOGIES LTD.

    Azrieli Sarona Bldg, 54th Floor

    121 Derech Menachem Begin

    Tel-Aviv 6701203, Israel

    +972 (3) 715 0920

    May 19, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Sharon Blume

            Jacob Luxenburg

            Sandra Hunter Berkheimer

            David Lin

            RE:

            Pagaya Technologies Ltd. (the “Company”)

            Registration Statement on Form F-4

            File No. 333-264168

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-264168) be accelerated
      by the Securities and Exchange Commission to 5:00 p.m. New York time on May 20, 2022, or as soon as practicable thereafter.

    We request that we be notified of such effectiveness by a telephone call to Andrea Nicolás of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3416 and that such effectiveness also be confirmed in writing.

            Very truly yours,

            Pagaya Technologies Ltd.

            By:

            /s/ Gal Krubiner

            Name:

            Gal Krubiner

            Title:

            Chief Executive Officer

            cc:

            Richmond Glasgow

            Pagaya Technologies Ltd.

            cc:

            Andrea Nicolás

            Skadden, Arps, Slate, Meagher & Flom LLP

            cc:

            Jeffrey A. Brill

            Skadden, Arps, Slate, Meagher & Flom LLP

            cc:

            Maxim O. Mayer-Cesiano

            Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

            TEL: (212) 735-3000

            FAX: (212) 735-2000

            www.skadden.com

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            May 6, 2022

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:

            Sharon Blume

            Jacob Luxenburg

              Sandra Hunter Berkheimer

              David Lin

          Re:

            Pagaya Technologies Ltd.

              Amended Registration Statement on Form F-4

              Submitted April 7, 2022

              CIK No. 0001883085

    Ladies and Gentlemen:

    On behalf of our client, Pagaya Technologies Ltd. (the “Company”), we hereby provide responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated April 29, 2022 (the “Comment Letter”) with respect to the above-referenced amended Registration Statement on Form F-4 filed publicly with the Commission by the Company on April 7, 2022.

    Concurrently with the filing of this letter, the Company is filing the Registration Statement on Form F-4 (the “Registration Statement”) with the Commission
      through its EDGAR system, reflecting the revisions described in this letter as well as certain other updated information.

    The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.
      Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page
      numbers and captions in the Registration Statement.

      Office of Finance

      Division of Corporation Finance

      Securities and Exchange Commission

      May 6, 2022

      Page 2

    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.

    Response: The Company respectfully acknowledges the Staff’s comment and has set forth the below:

    For the fiscal year ended December 31, 2021, fee income continues to constitute more than 98% of the Company’s income. Set forth below is an updated version of the sources of income chart included in our original
      response letter dated January 21, 2022.

              Year ended December 31, 2021

              (In Thousands)

              Revenue from Fees

              $445,866

              Interest Income less Income Attributable to Noncontrolling Interests

              $7,249

              Investment Income

              $(155)

              Adjusted Total Revenue

              $452,960

              Revenue from Fees as a Percentage of Adjusted Total Revenue

              98.4%

    The Company respectfully notes that our original response letter dated January 21, 2022 included information regarding the activities of the Company’s personnel as of December 31, 2021.

    In addition, the Company respectfully notes that the composition of the Company’s assets updated through December 31, 2021 was included in our response letter dated April 7, 2022. With regard to the Company’s assets, as
      noted in our prior responses, the Company’s balance sheet does not reflect the significant value of its intangible assets, consisting primarily of its intellectual property, including its data network, AI technology and APIs, which form the heart of
      the Company’s business. This intellectual property has been developed by the Company and therefore for U.S. GAAP purposes is treated as internally developed intangible assets that do not appear on the Company’s balance sheet.

        Office of Finance

        Division of Corporation Finance

        Securities and Exchange Commission

        May 6, 2022

        Page 3

    The Company has obtained an independent valuation of certain of its intangible assets as of December 31, 2021 from an industry leading valuation firm, valuing these intangible assets at approximately $3.29 billion, which
      valuation has been ratified and accepted by the board of

      directors of the Company as the fair value of such intangible assets.  The Company’s investment securities holdings represent approximately 3.48% of the Company’s total assets, excluding cash and cash equivalents but including such independently
      valued intangible assets.

    Accordingly, the Company continues to believe that under Section 3(b)(1) of the 1940 Act, the application to the Company of the Tonopah Mining Co. factors, considered in their totality, clearly demonstrate that the
      Company is primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities.

          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.

    Response: The Company respectfully acknowledges the Staff’s comment. The Company will promply provide its confidential response via Kiteworks.

          3.

            Please provide your legal analysis addressing whether the “Risk Retention SPVs” are “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.

    Response: The Company respectfully acknowledges the Staff’s comment. The Risk Retention SPVs rely on Section 3(c)(1) and/or Section 3(c)(7) of the 1940 Act. For purposes of evaluating the Company’s status under
      the 1940 Act and all calculations with respect to the composition of the Company’s assets and sources of the Company’s income set forth in the Company’s responses to the Staff’s comments, the Company has treated its interests in Risk Retention SPVs
      as “investment securities.”

    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).

    Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on page 18 of the Registration Statement.

        Office of Finance

        Division of Corporation Finance

        Securities and Exchange Commission

        May 6, 2022

        Page 4

    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 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 prospectus are communicated to investors in a clear, concise and understandable manner. Refer
      to Rule 421(b) and the Note thereunder.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 160 and 161 of the Registration Statement.

    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.

        Office of Finance

        Division of Corporation Finance

        Securities and Exchange Commission

        May 6, 2022

        Page 5

          •

            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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 268, 269 and 272 of the Registration Statement to add the requested disclosure.

    Further, with respect to the disclosure on page 269, we acknowledge the Staff’s comment, but do not believe further modification of the disclosure is required. The managing member of the Sponsor is EJF Capital. Mr.
      Friedman is the controlling member of EJF Capital and may be deemed to have beneficial ownership of the shares over which EJF Capital may be deemed to be a beneficial holder of, which includes the EJFA Ordinary Shares held by the Sponsor.
      Accordingly, the same number of shares is reflected in the beneficial ownership table for both the Sponsor and Mr. Friedman since Mr. Friedman does not hold any other EJFA Ordinary Shares. The disclosure in footnote (4) has been revised to reflect
      this overlap of shares. Although certain of our officers and directors have invested in the LLC interests of the Sponsor, such interests do not confer voting and/or dispositive powers with respect to the Sponsor’s EJFA Ordinary Shares.

    With respect to the disclosure related to Aristeia Capital, L.L.C., the Company respectfully advises the Staff that as of the date of the filing of the Registration Statement, the Company did not believe that the
      Schedule 13G filed by Aristeia Capital, L.L.C. was incomplete or inaccurate. Further, the Company was not aware that it had an affirmative obligation to verify the accuracy or completeness of information that was provided by the filer of a Schedule
      13G or 13D. The Company also respectfully advises the Staff that it did not believe that disclosure of the natural persons holding voting and dispositive power over the shares held by those entities was required unless such information was
      specifically stated in the Schedules 13G and 13D filed by the shareholder (in which case, the Company would be deemed to know such information). Form F-4 only requires ownership disclosure for major shareholders to the extent that the information is
      known to the company or can be ascertained from public filings. Unless specifically stated in Schedules 13G or 13D, the Company would not have reason to know of any contract, arrangement, understanding, relationship or otherwise pursuant to which a
      natural person had voting or dispositive power. Accordingly, the Company did not take additional steps 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.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised (a) the exclusive forum provision in section 73(b) of the Pagaya A&R Articles, which the Company intends to present to its
      board of directors and shareholders for approval prior to Closing, and (b) its disclosure on pages 59, 252 and 259 of the Registration Statement to add the requested clarification.

    ***

        Office of Finance

        Division of Corporation Finance

        Securities and Exchange Commission

        May 6, 2022

        Page 6

    We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. P

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

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 April 29, 2022 Page 2
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
April 29, 2022
Page 2
“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

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 April 29, 2022 Page 3
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
April 29, 2022
Page 3
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.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 April 29, 2022 Page 4
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

            TEL: (212) 735-3000

            FAX: (212) 735-2000

            www.skadden.com

            FIRM/AFFILIATE OFFICES

            BOSTON

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           April 7, 2022

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:

            Sharon Blume

    Jacob Luxenburg

    Sandra Hunter Berkheimer

    David Lin

          Re:

            Pagaya Technologies Ltd.

    Amended Draft Registration Statement on Form F-4

    Submitted March 1, 2022

    CIK No. 0001883085

    Ladies and Gentlemen:

    On behalf of our client, Pagaya Technologies Ltd. (the “Company”), we hereby provide responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated March 16, 2022 (the “Comment Letter”) with respect to the above-referenced amended Draft Registration Statement on Form F-4 filed confidentially with the Commission by the Company on March 1, 2022.

    Concurrently with the filing of this letter, the Company is filing the Registration Statement on Form F-4 (the “Registration Statement”) with the Commission
      through its EDGAR system, reflecting the revisions described in this letter as well as certain other updated information.

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 2

    The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.
      Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page
      numbers and captions in the Registration Statement.

    General

          1.

            We note your response to comment 2 regarding your analysis under the Investment Company Act of 1940 (the “1940 Act”) and we have the following comments:

          •

            Please provide calculations for purposes of your analysis under sections 3(a)(1)(C) and 3(b)(1) of the 1940 Act based on the value of assets as of the end of the Company’s last preceding
              fiscal quarter, or to the extent such information is not available, provide calculations based on financial information as of the most recent date available to you. In this regard, we note that you appear to believe that your analysis may
              significantly change as of December 31, 2021 because of the Company’s sale of its interests in the Smartresi Fund.

    Response: The Company respectfully acknowledges the Staff’s comment and has set forth below updated calculations as of December 31, 2021, the end of the Company’s last preceding
        fiscal quarter.

            June 30, 2021

            (In Thousands)

            December 31, 2021

            (In Thousands)

            Cash and Cash Equivalents

            $42,504

            $190,778

            Restricted Cash

            $25,840

            $13,797

            Short-Term Deposits

            $149,514

            $5,020

            Total Cash

            $217,858

            $209,595

            Fees Receivable

            $34,661

            $51,540

            Property and Equipment

            $2,137

            $7,648

            Deferred Tax Asset

            $4,224

            $5,681

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 3

            Prepaid Expenses and Other Assets

            $27,288

            $18,229

              Fund Seeding Holdings

            $23,409

            $14,841

            Investment in Loans and Securities

            (excluding Loans held by Company)

            $185,981

            $270,067

            (less) Non-Controlling Interests

            $(142,911)

            $(176,060)

            Net Risk Retention Holdings

            $42,697

            $94,007

            Loans Held by Company Directly

            $373

            $12,657

            Assets1

            $134,789

            $204,603

            Net Risk Retention SPVs/Risk Retention

            Holdings as a Percentage of Assets

            (excluding cash and government securities)1

            31.95%

            45.94%

            Fund Seeding Holdings as a Percentage

            of Assets (excluding cash and

            government securities)1

            17.37%

            7.25%

            Loans Held by Company Directly as a Percentage

            of Assets (excluding cash and

            government securities)1

            N/A

            6.19%

            Investment Securities as a Percentage of

            Assets (excluding cash and government

            securities)1 2

            49.32%

            59.38%

          1

            As discussed in its initial response, the Company’s balance sheet does not reflect the significant value of its intangible assets, including its intellectual property and its management and
              administration contracts. For the avoidance of doubt, please note that this line item does not include Total Cash.

          2

            For purposes of these calculations, assumes that Net Risk Retention SPVs/Risk Retention Holdings and Fund Seeding Holdings are “investment securities.”

    As indicated in the above chart, the December 31, 2021 calculations reflect the continued growth of the Company’s platform and corresponding growth in the Company’s securitization business. The December
      31, 2021 calculations show the partial disposition of the Company’s seed investment in the Smartresi Fund, as previously discussed, and the resulting decrease in fund seeding investments on a dollar amount and percentage of total assets basis.

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 4

    In addition, the December 31, 2021 calculations reflect a line item for Loans Held by Company Directly, in an amount of approximately $12 million. As described in its previous responses, the
        Company is not a lender and does not make loans. The Company does not purchase loans or other assets from Partners for its own account for speculative investment purposes or using its own balance sheet. In 2021, a Pagaya subsidiary purchased
      certain loans from a private fund advised by the Company's registered investment adviser subsidiary. This purchase was made not for investment purposes but in order to correct a processing error and make the private fund investors whole. The Company
      intends to hold these loans to maturity.

    The Company continues to believe that, notwithstanding its holding of investment securities in excess of 40% of its tangible assets, the Tonopah Mining Co. factors, considered in their totality, clearly demonstrate that
      the Company is engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities and that investors will treat the Company as an operating enterprise and not as an investment vehicle.

          •

            Please supplementally provide your detailed legal analysis regarding your proposed treatment of the Company’s “short-term deposits” as “cash” for purposes of your section 3(a)(1)(C) and
              3(b)(1) analyses. In addition, please also describe and discuss (i) your proposed treatment of “cash equivalents” and “fees receivable” and (ii) any other substantive determinations and/or characterizations of individual assets that are
              material to your calculations.

    Response: The Company respectfully acknowledges the Staff’s comment and provides the following analysis regarding its proposed treatment of the Company’s “short-term deposits” as “cash” for purposes of its section
      3(a)(1)(C) and 3(b)(1) analyses:

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 5

    As of December 31, 2021, the Company held approximately $210 million of cash items, which included cash and cash equivalents of approximately $191 million and restricted cash of
        approximately $14 million. As of December 31, 2021, 100% of the Company’s cash (including restricted cash) and cash equivalents consisted of cash. The Company did not hold commercial paper or other short-term instruments that would be treated as
        cash equivalents under U.S. GAAP. Accordingly, approximately 98% of the Company’s cash items consisted of actual cash. The remainder, reflected in the line item Short-Term Deposits, consist of time deposits held with banks, all with a duration of
        less than one year. With respect to certificates of deposit, which are similar to time deposits, the SEC has indicated that “certificates of deposit purchased as an integral part of an operating business – such as during a transition between
      lines of business or as a result of seasonal liquidity requirements – may be treated as cash items. When it cannot be shown conclusively that the operating business requires substantial liquid assets, however, such deposits

        may be considered investment securities.” (Rule 3a-1 Proposing Release, SEC Release No. 40-10937, November 13, 1979). The Company holds time deposits not for investment but as part of its overall cash management strategy, to meet the significant
        cash needs of the Company, including with respect to the rapid growth of its business and its entry into new business lines and markets. Accordingly, the Company believes it is consistent with Commission guidance to treat them as a cash item.

    “Fees Receivable” consist of fees earned and not yet paid pursuant to the Company's management and service contracts with Financing Vehicles and are earned in the course of providing services to such Financial Vehicles
      as part of the Company's primary business. Fees receivable does not include amounts receivable pursuant to investment securities held by the Company.

          •

            Please confirm that the “value,” as that term is defined in section 2(a)(41) of the 1940 Act, of the interests held by the Company in investments in loans and securities, on an unconsolidated
              basis, is equivalent to the value of the Company’s investment in loans and securities represented on the Company’s balance sheet less the noncontrolling interests.

    Response: The Company respectfully acknowledges the Staff’s comment and confirms that “value,” as that term is defined in section 2(a)(41) of the 1940 Act, of the interests held by
        the Company in investments in loans and securities, on an unconsolidated basis, including the Company’s interest in the Risk Retention SPVs, is equivalent to the value of the Company’s investment in loans and securities represented on the Company’s
        balance sheet less the noncontrolling interests.

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 6

          •

            In the Company’s disclosure addressing the risks that the company could be deemed to be an investment company, please add disclosure concerning the Company’s potential investment company
              status under section 3(a)(1)(C) and your position that, notwithstanding section 3(a)(1)(C), you are not an investment company pursuant to section 3(b)(1). In the disclosure, please provide an explanation of your position and a discussion of
              why the Company may, nevertheless, qualify as an investment company.

    Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 49 and 50 of the Registration Statement to add the requested disclosure.

    U.S. Federal Income Tax Considerations, page 159

          2.

            We note your response to comment 10 in our letter dated December 22, 2021. Please disclose what should be the material tax consequences to investors and provide a tax opinion about those
              material tax consequences. If such opinion is subject to legal uncertainty, you may explain such uncertainty in your opinion and the prospectus.

    Response: The Company respectfully acknowledges the Staff’s comment and appreciates the willingness of the Staff to discuss this comment.

    In response to the discussion with the Staff, the Company has revised page 160 of the Registration Statement to add disclosure making clear that it is the intention of the Company and EJF Acquisition Corp., a Cayman
      Islands exempted company (“EJFA”), to take the position that the Merger qualifies as a reorganization, to the extent permitted by applicable law, but that the facts and circumstances of the
      proposed transaction render the issue highly uncertain and no assurance can be given that, at the relevant time, the Company and EJFA will continue to take the foregoing position, that the Merger will actually qualify as a reorganization, that the
      IRS will not challenge the Merger’s qualification as a reorganization, or that a court will not sustain such a challenge by the IRS.

    Further to the uncertainty noted above, the Company would like to reiterate the comments made in its letter dated January 12, 2022 in response to Comment 10 of the Staff’s letter dated December 22, 2021. As discussed
      with the Staff, there exists significant legal uncertainty regarding the application of the “continuity of business enterprise” rules (which is a requirement to have a tax-free reorganization) in the case of an acquisition of a corporation with
      investment-type assets, such as EJFA. This uncertainty is described on page 161 of the Registration Statement. Thus, the proposed transaction is not susceptible to a tax opinion concluding that it qualifies for tax-free treatment, and no such
      representation as to tax consequences has been made.

    Office of Finance

    Division of Corporation Finance

    Securities and Exchange Commission

    April 7, 2022

    Page 7

    Consistent with the requirements set forth in Item 601(b)(8) of Regulation S-K and Section III of Staff Legal Bulletin No. 19, the Company respectfully submits that, because the disclosure does not contain a
      representation that the Merger will be tax-free (and discusses the consequences to holders in the alternative), the requirements with respect to a tax opinion (either in the long-form or the short-form) do not apply to the filing of the Registration
      Statement.

    Pagaya’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Off-Balance Sheet Arrangements, page 203

          3.

            We acknowledge your response to our prior comment 4. Regarding your right to repurchase collateral of the securitization vehicles that “could expose you to loss”, please tell us where
              specifically this is discussed in Note 5 of your unaudited interim period financial statements. Further, tell us how

United States securities and exchange commission logo
March 16, 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.
Amendment No. 2 to
Draft Registration Statement on Form F-4
Submitted March 1, 2022
CIK No. 0001883085
Dear Mr. Krubiner:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 22, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
General
1.We note your response to comment 2 regarding your analysis under the Investment
Company Act of 1940 (the “1940 Act”) and we have the following comments:
•Please provide calculations for purposes of your analysis under sections 3(a)(1)(C)
and 3(b)(1) of the 1940 Act based on the value of assets as of the end of the
Company’s last preceding fiscal quarter, or to the extent such information is not
available, provide calculations based on financial information as of the most recent

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 March 16, 2022 Page 2
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
March 16, 2022
Page 2
date available to you. In this regard, we note that you appear to believe that your
analysis may significantly change as of December 31, 2021 because of the
Company’s sale of its interests in the Smartresi Fund.
•Please supplementally provide your detailed legal analysis regarding your proposed
treatment of the Company’s “short-term deposits” as “cash” for purposes of your
section 3(a)(1)(C) and 3(b)(1) analyses. In addition, please also describe and discuss
(i) your proposed treatment of “cash equivalents” and “fees receivable” and (ii) any
other substantive determinations and/or characterizations of individual assets that are
material to your calculations.
•Please confirm that the “value,” as that term is defined in section 2(a)(41) of the 1940
Act, of the interests held by the Company in investments in loans and securities, on
an unconsolidated basis, is equivalent to the value of the Company’s investment in
loans and securities represented on the Company’s balance sheet less the non-
controlling interests.
•In the Company’s disclosure addressing the risks that the company could be deemed
to be an investment company, please add disclosure concerning the Company’s
potential investment company status under section 3(a)(1)(C) and your position that,
notwithstanding section 3(a)(1)(C), you are not an investment company pursuant to
section 3(b)(1). In the disclosure, please provide an explanation of your position and
a discussion of why the Company may, nevertheless, qualify as an investment
company.
U.S. Federal Income Tax Considerations, page 159
2.We note your response to comment 10 in our letter dated December 22, 2021.  Please
disclose what should be the material tax consequences to investors and provide a tax
opinion about those material tax consequences.  If such opinion is subject to legal
uncertainty, you may explain such uncertainty in your opinion and the prospectus.
Pagaya's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Off-Balance Sheet Arrangements, page 203
3.We acknowledge your response to our prior comment 4. Regarding your right to
repurchase collateral of the securitization vehicles that "could expose you to loss", please
tell us where specifically this is discussed in Note 5 of your unaudited interim period
financial statements. Further, tell us how the exposure is reflected in the "maximum
exposure to loss" column of the referenced footnote.
Exclusive Forum, page 255
4.We note that your forum selection provision identifies federal courts as the exclusive
forum for claims brought pursuant to the Securities Act.  Please revise your prospectus to
state that there is uncertainty as to whether a court would enforce such a provision.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 March 16, 2022 Page 3
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
March 16, 2022
Page 3
Security Ownership of Certain Beneficial Owners..., page 270
5.Please revise to identify the natural person(s) that hold voting and/or dispositive power
over the shares held by each entity listed in your beneficial ownership tables on pages 270
– 275 (e.g., Wilson Boulevard LLC and Aristeia Capital, L.L.C. on page 272).
Exhibits
6.Please file complete exhibits, where required.  We note, for example, that you appear to
have omitted the schedules and exhibits from Exhibit 10.15.  Please file complete copies
of your exhibits or advise.
            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.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
February 22, 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.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted January 24, 2022
CIK No. 0001883085
Dear Mr. Krubiner:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4
General
1.We note your disclosure on pages 254 and 261 in response to comment 6 that the
exclusive forum provision in the Pagaya A&R Articles:
•identifies the competent courts in Tel Aviv, Israel as the exclusive forum for certain
litigation matters; and
•would not apply to claims brought pursuant to the Securities Act or the Exchange
Act, or any other claim for which U.S. federal courts would have exclusive
jurisdiction.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 February 22, 2022 Page 2
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
February 22, 2022
Page 2

Please ensure that such provision in the Pagaya A&R Articles states this clearly, or tell us
how you will inform investors in future filings that such provision does not apply to any
actions brought under the Securities Act or the Exchange Act.
Risk Factors
If we are deemed to be an investment company under the Investment Company Act..., page 50
2.With respect to your response to comment 5 regarding your intent to operate your
business in order to maintain an exemption from the registration requirements of the
Investment Company Act of 1940 (the “1940 Act”), we have the following initial
comments.

•We note that you measure the percentage of your assets held in “investment
securities” (for purposes of your Section 3(a)(1)(C) analysis) and “securities” (for
purposes of your Section 3(b)(1) analysis) against “Adjusted Tangible Assets.” Please
provide your detailed legal analysis explaining why the Company is able to “adjust”
the value of certain assets represented on the consolidated balance sheets of the
Company, which are audited by a public accounting firm, when accounting for the
value of the Company’s assets for purposes of the Company’s Section 3(a)(1)(C) and
Section 3(b)(1) analyses. In your response, please cite to relevant legal support, if
any.

•Please provide a revised calculation for purposes of your analysis under Section
3(b)(1) that does not “adjust” the value of the “Investments in Loans and Securities”
represented on the consolidated balance sheets of the Company, and as appropriate,
revise your conclusion under the five factor test set out in Tonapah Mining Company
of Nevada, 26 SEC 426 (1947).

•Please clarify whether the interest that the Company, directly or indirectly, holds in
Risk Retention Residuals is in excess of the minimum amount required to be retained
in order to comply with the Risk Retention Rules. To the extent that the Company
retains any such excess exposure, please describe this excess exposure, and reconcile
with the Company’s representation that the Company’s direct or indirect holdings of
Risk Retention Residuals “are not acquired by the Company for investment purposes
but are held to comply with the requirements of the Risk Retention Rules….” Please
also explain whether, over time, the Company sells (or causes its risk-retention
vehicles to sell) the Company’s direct or indirect interests in the Risk Retention
Residuals as soon as the Company is no longer required to hold all or part of those
interests in order to comply with applicable regulatory requirements.

•Further, we note that Pagaya Investments US LLC is a registered investment adviser
under the Investment Advisers Act of 1940, and is an indirect wholly-owned
subsidiary of the Company. Please explain the business relationship and activities

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 February 22, 2022 Page 3
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
February 22, 2022
Page 3
shared between Pagaya Investments US LLC  and the Company. Please also clarify
whether the Company, or any of its wholly-owned subsidiaries, employs a chief
investment officer or similar staff, and describe their specific activities and job
functions, including how much time is devoted to managing the Risk Retention
SPVs, the Company’s interests in Risk Retention Residuals, or other securities held
by the Company.
U.S. Federal Income Tax Considerations, page 159
3.Please be advised that we continue to review your response to comment 10 and may have
further comments.
Pagaya's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 189
4.As it relates to the risk retention interest that you are required to hold in your
unconsolidated securitization vehicles that you sponsor, please inform us as to why you
did not provide the information required by instruction 8 to Item 303(b) of Regulation S-
K.
Consolidated Balance Sheets, page F-26
5.In accordance with Rule 5-02 of Regulation S-X, please revise your annual and interim
period balance sheets to clearly distinguish between current and non-current assets.
Similarly, clearly distinguish between current and non-current liabilities.
5. Consolidation and Variable Interest Entities, page F-40
6.We acknowledge your response to our prior comment 17. Please amend your disclosure,
in both your annual and interim financial statements, to clearly state the following:
•That both Pagaya Structured Holdings LLC and Pagaya Structured Holdings II LLC,
which you consolidate in accordance with ASC 810, represent your risk retention
SPVs that have been established to hold your required 5% interest in the
securitization vehicles that you sponsor
•That your unconsolidated VIEs solely represent the actual securitization vehicles that
you sponsor

Further, provide the following information:
•For your consolidated VIEs (i.e. the risk retention SPVs) the information required by
ASC 810-10-50-3
•For your non consolidated VIEs (i.e. the securitization vehicles) the information
required by ASC 810-10-50-4
8. Transactions with Related Parties, page F-41
7.We acknowledge your response to our prior comment 19. As requested in our prior

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 February 22, 2022 Page 4
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
February 22, 2022
Page 4
comment, please amend your related party disclosure footnote in your interim financial
statements to provide the information required by ASC 850-10-50-1 for your $24.7
million related party receivable.
            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.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
December 22, 2021
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.
Draft Registration Statement on Form F-4
Submitted November 24, 2021
CIK No. 0001883085
Dear Mr. Krubiner:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
Questions and Answers About the Transactions and the Special Meeting
What interests do the Sponsor and the current officers and directors of EJFA have in the
Merger?, page xx
1.We note EJFA's charter waived the corporate opportunities doctrine. Please address this
potential conflict of interest and whether it impacted EJFA's search for an acquisition
target.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 December 22, 2021 Page 2
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
December 22, 2021
Page 2
Risk Factors
We are heavily dependent on our AI technology. If we are unable to continue to improve our AI
technology..., page 29
2.Please revise to clarify the liability that you assume, if any, if your AI technology
incorrectly evaluates the creditworthiness, likelihood of default or credit asset pricing for
your Partners’ customers.  If applicable and to the extent material, please revise to discuss
any liabilities that you have incurred in the past as a result of incorrect approvals or
denials of transactions by your AI technology.
If we are unable to develop and maintain a diverse and robust funding component of our
network..., page 32
3.You disclose that four of the largest Asset Investors together contributed approximately
49% of Network Capital during the six months ended June 30, 2021, compared to
approximately 81% during the 12 months ended December 31, 2020.  Please revise
elsewhere in the prospectus, such as the "Pagaya’s Business" section, to describe in
greater detail the material terms and conditions of any related agreements.  Also please tell
us how you considered filing the same as exhibits to the registration statement. See Item
601(b)(10) of Regulation S-K.
If we are unable to manage the risks associated with fraudulent activity, our brand and
reputation, business, financial condition..., page 37
4.Please revise to clarify whether you have experienced any material business or
reputational harm as a result of fraudulent activities in the past.  If so, and if material,
please also quantify the amount by which such past fraudulent activities have increased
your costs and expenses.
If we are deemed to be an investment company under the Investment Company Act..., page 55
5.We note that you intend to operate your business in a manner that will permit you to
maintain an exemption from registration under the Investment Company Act of 1940.
Please provide us with a detailed analysis of the specific exemptions that you intend to
rely on and how your business model supports such exemptions.
The Pagaya A&R Articles contain a forum selection clause for substantially all disputes between
us and our shareholders..., page 65
6.We note your disclosure that the forum selection clause contained in the Pagaya A&R
Articles would not apply to claims brought pursuant to the Exchange Act, among
others.  Please revise the related disclosure on page 268 and the relevant provision for
consistency or advise.

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 December 22, 2021 Page 3
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
December 22, 2021
Page 3
The EJFA Warrants may have an adverse effect on the market price of the EJFA Class A
Ordinary Shares..., page 75
7.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks. Also, revise your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders by including a
sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels.
EJFA Public Shareholders will experience immediate dilution..., page 84
8.Here or in another appropriate place in the prospectus, please revise to disclose all
possible sources and extent of dilution that shareholders who elect not to redeem their
shares may experience in connection with the business combination.  Please provide
disclosure of the impact of each significant source of dilution, including the amount of
equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions.
Fairness Opinion of Duff & Phelps
Fees and Expenses, page 114
9.Please quantify the respective portions of the $800,000 fee payable to Duff & Phelps upon
delivery of the Opinion and upon consummation of the Merger.
U.S. Federal Income Tax Considerations, page 167
10.The preamble to your Agreement and Plan of Merger (page A-1) states that the parties
intend that for U.S. federal income tax purposes, the Merger will qualify as a
“reorganization” within the meaning of Section 368(a) of the Code.  However, the tax
disclosure does not indicate whether the parties expect the business combination to be tax-
free to U.S. holders. Please revise to make clear whether the parties expect the business
combination to be tax-free to U.S. holders.  If you are able to conclude that the business
combination is likely to be tax-free to U.S. holders, include a tax opinion supporting such
a conclusion.  For further guidance see Staff Legal Bulletin No. 19 (October 14, 2011) and
Item 601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax treatment of the
business combination, counsel’s opinion should discuss the degree of uncertainty.
Pagaya's Management Discussion and Analysis of Financial Condition and Results of Operation,
page 207
11.In your Results of Operations section for both your full year and interim periods please
revise your disclosure to clearly state what portion of your increased revenue was due to
increased AI network volume vs. higher quality assets generated by your

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 December 22, 2021 Page 4
 FirstName LastNameGal Krubiner
Pagaya Technologies Ltd.
December 22, 2021
Page 4
network. Further, clarify how higher quality assets contribute to an increase in revenue
from your financing vehicles.
Unaudited Prospective Financial Information of Pagaya, page 220
12.We note the statement on page 221 that the "summary of the Financial Projections is not
being included in this proxy statement/prospectus to influence your decision whether to
vote in favor of any Proposal."  Please remove or revise this disclaimer so it does not
constitute an undue limitation on reliance of information provided in the proxy
statement/prospectus.
Description of Pagaya Warrants, page 278
13.Please clarify whether recent common stock trading prices exceed the threshold that
would allow you to redeem public warrants. Additionally, please clearly explain the steps,
if any, you will take to notify all shareholders, including beneficial owners, regarding
when the warrants become eligible for redemption.
Security Ownership of Certain Beneficial Owners and Management of Pagaya, page 283
14.Please also disclose the Sponsor's and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities they own,
including equity securities that the Sponsor has the right to acquire beyond 60 days.
Audited Financial Statements of Pagaya Technologies Ltd.
Notes to Financial Statements
2. Summary of Significant Accounting Policies-Revenue Recognition, page F-36
15.Please revise your disclosure included in both your audited and interim financial
statements to include the information regarding contract balances required by ASC 606-
10-50-8 and the information regarding performance obligations required by ASC 606-10-
50-12 through 50-21.
16.You state the Company earns fees when Network Volume is acquired by investment
vehicles and these fees are the result of agreements with customers (your Partners). Please
tell us, citing the agreements and applicable literature in ASC 606, how you determined
your Partners, and not the investment vehicles, are your customers. Describe the specific
service(s) promised to your customers and how you are paid for those services per the
agreements.
5. Consolidated and Variable Interest Entities, page F-42
17.Please revise to describe in more detail how you determine whether to consolidate related
party securitization vehicles that you sponsor. Specifically, describe what you consider
when evaluating the power and economics criteria in ASC 810 in determining whether
you are the primary beneficiary of the VIE.  Further, as it relates to your interim financial

 FirstName LastNameGal Krubiner
 Comapany NamePagaya Technologies Ltd.
 December 22, 2021 Page 5
 FirstName LastName
Gal Krubiner
Pagaya Technologies Ltd.
December 22, 2021
Page 5
statements provided for the period ended June 30, 2021, clarify why the sum of your
"investments in loans and securities" (as disclosed in the footnote) does not agree to the
amount presented on the face of your balance sheet.
18.Please explain why there are no liabilities associated with the Company's involvement in
consolidated VIEs.
7. Transactions with Related Parties, page F-44
19.Please provide an explanation as to why related party transaction amounts in both your
audited and interim period financial statements, including related party receivable, are not
appropriately labeled as such on the face of your balance sheet, income statement and cash
flow statement in accordance with Rule 4-08(k) of Regulation S-X. Further, as it pertains
to the $24.7 million related party receivables balance as of June 30, 2021, provide the
information required by ASC 850-10-50-1.
General
20.Please move the Letter from the Founders from the forepart of your prospectus to
somewhere in the prospectus after the risk factor section.
21.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
            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.
Sincerely,
Division of Corporation Finance
Office of Finance