PGYWW Pagaya Technologies Ltd

As filed with the Securities and Exchange Commission on March 12, 2025

 

Registration No. 333-[______]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549 

FORM S-8 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

 Pagaya Technologies Ltd. 

(Exact Name of Registrant as Specified in its Charter)

 

State of Israel		98-1704718
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
	335 Madison Ave, 16th Floor New York, New York 10017

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Pagaya Technologies Ltd. 2022 Share Incentive Plan  Sub-Plan for Israeli Participants to the   Pagaya Technologies Ltd. 2022 Share Incentive Plan  Pagaya Technologies Ltd. 2023 Employee Stock Purchase Plan

(Full Title of the Plans)

Pagaya US Holding Company LLC 335 Madison Ave, 16th Floor New York, New York 10017  (Name and Address of Agent For Service)   (646) 710-7714  (Telephone Number, including area code, of agent for service)

	Copies to:
Adam Kaminsky Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450 4000	Aaron M. Lampert Danny Dilbary Goldfarb Gross Seligman & Co. 1 Azrieli Center, Round Building Tel-Aviv 6701101, Israel Tel: 972-3-607-4444	Eric Watson Pagaya Technologies Ltd. 335 Madison Ave, 16th Floor New York, New York 10017 Tel: (646) 710-7714

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☐	Accelerated filer  ☒
Non-accelerated filer  ☐  (Do not check if a smaller reporting company)	Smaller reporting company  ☐
	Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY NOTE

 

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION

 

Pursuant to General Instruction E to Form S-8, Pagaya Technologies Ltd. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register (i) 11,466,424 additional Class A ordinary shares, without par value (the “Class A Ordinary Shares”), for issuance under the Registrant’s 2022 Share Incentive Plan and Sub-Plan for Israeli Participants (the “2022 Plan”) and (ii) 738,000 additional Class A Ordinary Shares for issuance under the Registrant’s 2023 Employee Stock Purchase Plan (the “ESPP”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on September 15, 2023 (Registration No. 333-274540) and on Form S-8 filed with the Commission on June 21, 2022 (Registration No. 333-265739).

 

Each of the 2022 Plan and the ESPP include an annual evergreen provision that provide for automatic annual increases in the number of shares reserved for issuance under the 2022 Plan and the ESPP, respectively (the “Annual Increases”). The Registrant is filing this Registration Statement on Form S-8 to register additional Class A Ordinary Shares as a result of the Annual Increases for (i) the 2022 Plan that occurred on January 1, 2023, January 1, 2024 and January 1, 2025, respectively; and (ii) the ESPP that occurred on January 1, 2025.

 

In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

 

The following documents are incorporated herein by reference:

 

(a)       The Registrant’s latest Form 10-K filed with the Commission on March 12, 2025 (the “Form 10-K”) pursuant to Section 13 or 15(d) of the Exchange Act (the “Exchange Act”), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed (File No. 001-41430); and

 

(b)       The description of the Registrant’s Class A Ordinary Shares which is included as Exhibit 4.9 to the Form 10-K, including any amendments or supplements thereto.

 

In addition, all documents filed subsequent to the Form 10-K by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5.

Interests of Named Experts and Counsel

 

Not applicable.

 

Item 8.

Exhibits

 

Exhibit Number	Exhibit
4.1	Third Amended and Restated Articles of Association of Pagaya Technologies Ltd., (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41430), furnished to the SEC on December 12, 2024.
4.2	Specimen Ordinary Share Certificate of Pagaya Technologies Ltd. (incorporated by reference to Exhibit 4.5 of Pagaya Technologies Ltd. Amendment No. 1 to Registration Statement on Form F-4 filed with the SEC on May 9, 2022).
5.1	Opinion of Goldfarb Gross Seligman & Co. with respect to the legality of the Class A Ordinary Shares (filed herewith).
10.1	Pagaya Technologies Ltd. 2022 Share Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-265739), furnished to the SEC on June 21, 2022).
10.2	Pagaya Technologies Ltd. 2022 Share Incentive Plan Sub-Plan for Israeli Participants, incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form F-4 (File No. 333-264168), as amended, filed with the SEC on April 7, 2022.
10.3	Pagaya Technologies Ltd. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 6-K (File No. 001-41430), furnished to the SEC on September 13, 2023).
23.1	Consent of Ernst & Young Global Limited, Independent Registered Public Accounting Firm of Registrant (filed herewith).
23.2	Consent of Goldfarb Gross Seligman & Co. (included in Exhibit 5.1).
24	Power of Attorney (filed herewith).
107	Filing Fee Table (filed herewith).

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tel Aviv, State of Israel, on March 12, 2025.

 

	PAGAYA TECHNOLOGIES LTD
	By:	/s/ Gal Krubiner
		Name:	Gal Krubiner
		Title:	Chief Executive Officer
	By:	/s/ Evangelos Perros
		Name:	Evangelos Perros
		Title:	Chief Financial Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gal Krubiner, Evangelos Perros and Eric Watson, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on this 12th day of March, 2025 in the capacities indicated.

 

Signature	Title
	Chief Executive Officer and Board Member (Principal Executive Officer)
/s/ Gal Krubiner
Gal Krubiner
/s/ Evangelos Perros	Chief Financial Officer (Principal Financial Officer)
Evangelos Perros
/s/ Cory Vieira	Chief Accounting Officer (Principal Accounting Officer)
Cory Vieira
/s/ Avi Zeevi	Chairman
Avi Zeevi
/s/ Asheet Mehta	Board Member
Asheet Mehta
/s/ Alison Davis	Board Member
Alison Davis
/s/ Harvey Golub	Board Member
Harvey Golub
/s/ Avital Pardo	Chief Technology Officer and Board Member
Avital Pardo
/s/ Dan Petrozzo	Board Member
Dan Petrozzo
/s/ Tami Rosen	Chief Development Officer and Board Member
Tami Rosen
/s/ Yahav Yulzari	Chief Business Officer and Board Member
Yahav Yulzari

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Registration Statement or amendment thereto on the 12th day of March, 2025.

 

	PAGAYA US HOLDING COMPANY LLC
	By:	/s/  Gal Krubiner
	Name:	Gal Krubiner
	Title:	Authorized Signatory

 

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2022 Share Incentive Plan, Sub-Plan for Israeli Participants to the Pagaya Technologies Ltd. 2022 Share Incentive Plan, and 2023 Employee Stock Purchase Plan of Pagaya Technologies Ltd. of our report dated March 12, 2025, with respect to the consolidated financial statements of Pagaya Technologies Ltd. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

 

/s/KOST FORER GABBAY & KASIERER
A Member of EY Global
Tel-Aviv, Israel
March 12, 2025

 

 

Exhibit 23.2

 

 

March 19, 2025

 

Pagaya Technologies Ltd.

335 Madison Ave, 16th Floor

New York, New York 10017

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of Pagaya Technologies Ltd. (the “Company”), relating to 11,466,424 additional Class A ordinary shares, without par value (the “Class A Ordinary Shares”), for issuance under the Company’s 2022 Share Incentive Plan and Sub-Plan for Israeli Participants (the “2022 Plan”), and (ii) 738,000 additional Class A Ordinary Shares for issuance under the Company’s 2023 Employee Stock Purchase Plan (the “ESPP” and, together with the 2022 Plan, the “Plans”). The Class A Ordinary Shares being registered under the Registration Statement are referred to herein as the “Shares.”

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

In connection with this opinion, we have examined such corporate records, other documents and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us, the authenticity of the originals of such copies, the due constitution of the Company’s board of directors and, as to matters of fact, the accuracy of all statements and representations made by the directors and officers of the Company. We have also assumed that each individual grant under the Plans that will be made after the date hereof will be duly authorized by all necessary corporate action.

Based on the foregoing and subject to the limitations, qualifications and assumptions stated herein, we advise you that, in our opinion, the Shares have been duly authorized and when, and if, paid for and issued in accordance with the terms of the respective Plan, will be validly issued, fully paid and non-assessable.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

 

	Very truly yours,
	/s/ Goldfarb Gross Seligman & Co.
	Goldfarb Gross Seligman & Co.

 

 

 

 

 

 

Exhibit 107

 

FILING FEE TABLES FOR 

FORM S-8

 

Calculation of Filing Fee Tables

 

Form S-8

 (Form Type)

 

PAGAYA TECHNOLOGIES LTD.

 (Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Ordinary Shares, no par value	Rule 457(c) and Rule 457(h)	11,466,424(3)	$9.61	$110,192,334.64	0.00015310	$16,870.45(5)
Equity	Class A Ordinary Shares, no par value	Rule 457(c) and Rule 457(h)	738,000(4)	$9.61	$7,092,180	0.00015310	$1,085.82(5)
Total Offering Amounts					$117,284,514.64		$17,956.26
Total Fee Offsets							-
Net Fee Due							$17,956.26

 

(1)

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Class A Ordinary Shares that become issuable in respect of the securities identified in the above table by reason of any stock dividend (share bonus issue), stock split (share subdivision or consolidation), recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Class A Ordinary Shares.

(2)

Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Class A Ordinary Shares as reported on the Nasdaq Capital Market on March 11, 2025.

(3)

Represents 11,466,424 Class A Ordinary Shares reserved for issuance under the Pagaya Technologies Ltd. 2022 Share Incentive Plan and Sub-Plan for Israeli Participants.

(4)

Represents 738,000 Class A Ordinary Shares reserved for issuance under the Pagaya Technologies Ltd. 2023 Employee Stock Purchase Plan.

(5)

Rounded up to the nearest cent.

 

 

 

 

 

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