Item 7.01 |
Regulation FD Disclosure. |
On April 7, 2022, Pagaya Technologies Ltd., a company organized under the laws of Israel (Pagaya), issued a press release announcing
business updates, 2021 financial highlights and the public filing of its Form F-4 registration statement in connection with its proposed business combination with EJF Acquisition Corp.
(EJFA). A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
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 of 1933, as amended, 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 Exhibit 99.1 attached hereto.
Additional Information and Where to Find It
In
connection with the proposed business combination between Pagaya and EJFA, Pagaya filed a registration statement on Form F-4 that included a preliminary proxy statement to be distributed to shareholders of
EJFA in connection with EJFAs solicitation of proxies for the vote by its shareholders with respect to the proposed business combination. After the registration statement has been declared effective by the Securities and Exchange Commission
(the SEC), EJFA will mail a definitive proxy statement / prospectus to its shareholders as of the record date established for voting on the proposed business combination and the other proposals regarding the proposed business
combination set forth in the proxy statement. Pagaya or EJFA may also file other documents with the SEC regarding the proposed business combination. Before making any investment or voting decision, shareholders and other interested persons are
advised to read the registration statement and preliminary proxy statement / prospectus and, when available, any amendments thereto, and the definitive proxy statement / prospectus in connection with EJFAs solicitation of proxies for the
special meeting to be held to approve the transactions contemplated by the proposed business combination because these materials will contain important information about Pagaya, EJFA and the proposed transaction. Shareholders will also be able to
obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SECs website at www.sec.gov, or at Pagayas website at
www.pagaya.com, or by directing a request to: EJF Acquisition Corp., 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201.
Participants
in the Solicitation
Pagaya and EJFA and their respective directors and officers may be deemed participants in the solicitation of proxies of
EJFAs shareholders in connection with the proposed business combination. EJFAs shareholders, Pagayas shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and
officers of Pagaya and EJFA at Pagayas website at www.pagaya.com, or in EJFAs Annual Report on Form 10-K filed on March 31, 2022.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to EJFAs shareholders in connection
with the proposed transaction will be set forth in the proxy statement / prospectus for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed
transaction will be included in the proxy statement / prospectus filed with the SEC in connection with the proposed business combination.
Forward
looking Statements
This document includes forward looking statements within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as forecast, intend, seek, target, anticipate,
believe, could, continue, expect, estimate, may, plan, outlook, future and project and other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters. Such forward looking statements