Pagaya Technologies Ltd. — Proxy Solicitation & Information Statement 2023

May 3, 2023

6-K 1 ny20008711x1_6k.htm 6-K Licensed to: Broadridge Document created using Broadridge PROfile 23.3.2.5148 Copyright 1995 - 2023 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number: 001-41430

Pagaya Technologies Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Azrieli Sarona Bldg, 54th Floor

121 Derech Menachem Begin

Tel-Aviv 6701203, Israel

+972 (3) 715 0920

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

CONTENTS

Notice, Proxy Statement and Proxy Card for Special Shareholder Meeting

Pagaya Technologies Ltd. (the “Company” or “Pagaya”) hereby publishes notice of a special general meeting of shareholders (the “Meeting”), which is scheduled to take place virtually at 4:00 p.m. (Israel time) on Wednesday, May 24, 2023. Shareholders of record at the close of business on April 24, 2023 are entitled to vote at the Meeting. Pagaya hereby furnishes the following documents:

i. Notice and Proxy Statement with respect to the Meeting, describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other details related to the meeting; and

ii. A Proxy Card whereby holders of Company’s shares may vote at the meeting without attending in person.

The information in this Report on Form 6-K is incorporated by reference into the Registration Statement on Form S-8, File No. 333-265739 of the Company, to the extent not superseded by information subsequently filed or furnished (to the extent Pagaya expressly states that it incorporates such furnished information by reference) by Pagaya under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Exhibit Index

Exhibit	Description
99.1	Notice and Proxy statement for the Special General Meeting of Shareholders of the Company to be held on May 24, 2023.
99.2	Proxy card for the Special General Meeting of Shareholders of the Company to be held on May 24, 2023.

SIGNATURES

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.

PAGAYA TECHNOLOGIES LTD. — By:	/s/ Gal Krubiner
Name:	Gal Krubiner
Title:	Chief Executive Officer