UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 | Regulation FD Disclosure. |
On September 15, 2021, Pagaya Technologies Ltd., a company organized under the laws of Israel (“Pagaya”), issued a press release announcing that it has executed an Agreement and Plan of Merger (the “Merger Agreement”) with EJF Acquisition Corp. (“EJFA”), and Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Pagaya (“Merger Sub”). A copy of the press release is furnished hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of EJFA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01 and Exhibits 99.1 attached hereto.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Pagaya intends to file with the SEC the Registration Statement which will include a proxy statement/prospectus and certain other related documents, which will include both the proxy statement to be distributed to holders of Class A ordinary shares of EJFA in connection with EJFA’s solicitation of proxies for the vote by EJFA’s shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Pagaya to be issued in the Business Combination. EJFA’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about Pagaya, EJFA and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to shareholders of EJFA as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Shareholders of EJFA will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that may be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: EJF Acquisition Corp. at 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201 or at (703) 879-3292.
Participants in the Solicitation
EJFA and its directors and executive officers may be deemed participants in the solicitation of proxies from EJFA’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in EJFA is contained in EJFA’s registration statement on Form S-1, which was filed with the SEC on February 18, 2021 and is available free of charge at the SEC’s website at www.sec.gov, or by directing a request to EJF Acquisition Corp. at 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201 or at (703) 879-3292. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Pagaya and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of EJFA in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. EJFA’s and Pagaya’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
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“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, EJFA’s and Pagaya’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside EJFA’s and Pagaya’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close; (2) the outcome of legal proceedings that may be instituted against EJFA and Pagaya; (3) the inability to complete the Business Combination, including due to failure to obtain the requisite approval of shareholders or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain or maintain the listing of the ordinary shares of the post-acquisition company on Nasdaq following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Pagaya or the combined company may be adversely affected by other economic, business, competitive and/or factors such as the COVID-19 pandemic; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under “Risk Factors” in the Registration Statement, and in EJFA’s other filings with the SEC. EJFA cautions that the foregoing list of factors is not exclusive. EJFA cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. EJFA does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release, dated September 15, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EJF ACQUISITION CORP. | ||
By: | /s/ Kevin Stein | |
Name: | Kevin Stein | |
Title: | Chief Executive Officer |
Date: September 15, 2021
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