EJFA EJF Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22, 2022

EJF ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

(703) 879-3292

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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Introductory Note

As previously disclosed, on September 15, 2021, EJF Acquisition Corp. (“EJFA”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among EJFA, Pagaya Technologies Ltd., a company organized under the laws of Israel (“Pagaya”), and Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Pagaya (“Merger Sub”).  Pursuant to the Merger Agreement, on June 22, 2022, Merger Sub merged with and into EJFA (the “Merger”), with EJFA surviving the Merger as a wholly-owned subsidiary of Pagaya. As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement, the shareholders of EJFA became shareholders of Pagaya. The transactions set forth in the Merger Agreement, including the Merger, constituted a “Business Combination” as contemplated by EJFA’s Amended and Restated Memorandum and Articles of Association (the “Business Combination”).

Promptly after the consummation of the Merger, EJFA, as the surviving company of the Merger, merged into Rigel Merger Sub II, Ltd., another wholly-owned subsidiary of Pagaya and a Cayman Islands exempted company treated as a disregarded entity for U.S. federal income tax purposes (“Merger Sub II”), with Merger Sub II continuing as the surviving entity (such merger, the “Second-Step Merger”).  For U.S. federal income tax purposes, the Merger and the Second-Step Merger, together, are intended to be treated as a single integrated transaction, which qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each Class B ordinary share of EJFA, par value $0.0001 per share (each, an “EJFA Class B Ordinary Share”), issued and outstanding immediately prior to the Effective Time, automatically converted into the right of the holder thereof to receive one Class A ordinary share of Pagaya, no par value (each, a “Pagaya Class A Ordinary Share”), after giving effect to a capital restructuring of Pagaya, (b) each Class A ordinary share of EJFA, par value $0.0001 per share (each, an “EJFA Class A Ordinary Share” and, together with the EJFA Class B Ordinary Shares, the “EJFA Ordinary Shares”), issued and outstanding immediately prior to the Effective Time, automatically converted into the right of the holder thereof to receive one Pagaya Class A Ordinary Share after giving effect to the capital restructuring and (c) issued and outstanding warrants of EJFA sold to the public in connection with the public offering of EJFA Units (the “EJFA Public Warrants”) and to Wilson Boulevard LLC (the “Sponsor”), a Delaware limited liability company, in a private placement in connection with EJFA’s initial public offering, automatically and irrevocably were assumed by Pagaya and converted into a corresponding warrant (a “Pagaya Warrant”) exercisable for one Pagaya Class A Ordinary Share in accordance with the terms of the Assignment, Assumption and Amendment Agreement, by and among Pagaya, EJFA and Continental Stock Transfer & Trust Company (“Continental”) (the “Amended Warrant Agreement”), which was entered into immediately prior to the Effective Time on June 22, 2022. A form of the Amended Warrant Agreement was filed as Exhibit 4.7 to Pagaya’s Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission, and declared effective on May 20, 2022 (“Pagaya’s Form F-4”).

The Pagaya Class A Ordinary Shares and Pagaya Warrants began trading on The Nasdaq Capital Market under the symbols “PGY” and “PGYWW,” respectively, on June 23, 2022.

The foregoing summary of the material terms of the Business Combination and related agreements are further described in EJFA’s definitive proxy statement/prospectus dated May 26, 2022, filed with the SEC. The summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by the text of the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to EJFA’s Current Report on Form 8-K filed on September 16, 2021, and is incorporated by reference herein.