UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 15 22, 2022

EJF ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-40113	98-1574021
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2107 Wilson Boulevard, Suite 410 Arlington, Virginia		22201
(Address of Principal Executive Offices)		(Zip Code)

(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:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	EJFAU	The Nasdaq Stock Market LLC
Class A ordinary shares	EJFA	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	EJFAW	The Nasdaq Stock Market LLC

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. ☐

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.

Item 1.01

Entry into a Material Definitive Agreement.

OnThe ~~June 15,~~information ~~2022,~~set ~~EJF~~forth ~~Acquisition~~in ~~Corp., a Cayman Islands exempted company (“EJFA”), entered into company voting agreements (~~the ~~“Company~~Introductory ~~Voting~~Note ~~Agreements”) with each~~ of ~~(x) Clal~~this ~~Insurance~~Current ~~Company~~Report ~~Ltd.~~on ~~(Nostro),~~Form ~~Clal Insurance Company Ltd. (Participating Insurance Policies), Clal Pension and Provident Funds Ltd. and “Atudot”~~ 8-K ~~Pension Fund for Employees~~ and ~~Independents~~the ~~Ltd.~~description ~~(collectively,~~of the ~~“Clal~~Amended ~~Shareholders”)~~Warrant ~~and~~Agreement ~~(y) Coral~~contained ~~Blue~~therein ~~Investment~~is incorporated ~~Pte.~~by ~~Ltd~~reference ~~and~~into ~~Radiance~~this ~~Star~~Item ~~Pte~~1. ~~Ltd~~01. ~~(collectively~~The ~~with~~summary ~~the Clal Shareholders, the “Pagaya Shareholders”), pursuant to which each~~ of ~~those Pagaya Shareholders have agreed, among other things, to (i) appear at a shareholder meeting of Pagaya Technologies Ltd., a company organized under~~ the ~~laws~~Amended ofWarrant ~~Israel~~Agreement ~~(“Pagaya”),~~does ornot ~~otherwise~~purport ~~cause the Pagaya securities beneficially owned by them and entitled~~ to ~~vote (collectively, the “Pagaya Voting Shares”) to~~ be ~~counted~~complete for purposes of establishing a quorum for the purpose of approving Pagaya transaction proposals; (ii) vote all Pagaya Voting Shares in favor of Pagaya transaction proposals, including the approval of the merger (the “Merger”) and ~~the~~is ~~other~~qualified transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated as of September 15, 2021 (the “Merger Agreement”), by and among EJFA, Pagaya and Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Pagaya; (iii) execute a written consent in ~~favor of Pagaya transaction proposals, if required, and (iv) vote all Pagaya Voting Shares against (A) any proposal or offer from any person (other than EJFA or any of~~ its ~~affiliates)~~entirety ~~concerning~~by ~~(1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Pagaya, (2)~~ the ~~issuance~~text ~~or acquisition~~ of ~~shares~~such ~~or other equity securities of Pagaya, or (3) the sale, lease, exchange or other disposition of any significant portion of Pagaya’s properties or assets; (B) any action, proposal, transaction or~~ agreement that could reasonably be expected to result in a breach of any covenant or obligation of Pagaya set forth in the Merger Agreement or any other transaction agreement, or in any representation or warranty of Pagaya set forth in the Merger Agreement or any other transaction agreement becoming inaccurate; and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Pagaya’s conditions under the Merger Agreement or any other transaction agreement or change in any manner the voting rights of any class of shares of Pagaya (including any amendments to Pagaya’s governing documents), except as contemplated by the Company Voting Agreement.

In ~~addition~~connection with closing of the Business Combination on June 22, 2022, Pagaya, EJFA, the Sponsor and certain equityholders of Pagaya ~~Shareholders~~named ~~party~~therein (the “Shareholder Parties”) entered into an Amended and Restated Registration Rights Agreement, replacing EJFA’s and Pagaya’s existing registration rights agreements. Pursuant to ~~the~~such ~~Company~~Amended ~~Voting~~and ~~Agreements~~Restated ~~agreed~~Registration ~~not~~Rights Agreement, Pagaya has agreed to ~~transfer~~file a registration statement, ~~directly~~no orlater ~~indirectly~~than 30 days following the closing date of the Business Combination, ~~any~~to register the resale of ~~their~~certain of the Pagaya ~~Voting~~Class A Ordinary Shares ~~until~~held by the ~~earlier~~Shareholder Parties as of the ~~Effective~~closing ~~Time~~date ~~and~~of the ~~date~~Business Combination. The onforegoing ~~which~~description of the ~~Merger~~Amended and Restated Registration Rights Agreement does not purport to be complete and is ~~terminated~~qualified in ~~accordance~~its ~~with~~entirety ~~its~~by the terms and conditions of the Amended and Restated Registration Rights Agreement, ~~subject~~a form of which is attached as Exhibit D to ~~certain~~the ~~exceptions~~Merger Agreement, filed as Exhibit 2.1 to EJFA’s Current Report on Form 8-K filed with the SEC on September 16, 2021, and is incorporated by reference herein.

~~The~~Item ~~terms~~1.02 ~~and~~Termination ~~conditions~~ of ~~the~~a ~~Company~~Material ~~Voting~~Definitive ~~Agreements are substantially similar to the terms and conditions of the form of company voting agreement which is attached as Exhibit B to the Merger~~ Agreement~~, which was filed as Exhibit 2~~.~~1 to the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by EJFA on September 16, 2021.~~

~~Item~~In ~~5.07~~connection ~~Submission~~with the execution of ~~Matters~~the toAmended aand ~~Vote~~Restated ofRegistration ~~Security~~Rights ~~Holders~~Agreement, the Registration and Shareholder Rights Agreement, dated February 24, 2021, by and between the Sponsor and EJFA and the Registration Rights Agreement, dated March 17, 2021, by and between Pagaya and certain Pagaya shareholders, automatically terminated on June 22, 2022.

On June 17 22, 2022, ~~EJFA~~in ~~held~~connection ~~its~~with ~~extraordinary~~the ~~general~~consummation ~~meeting~~ of ~~shareholders (~~the ~~“Extraordinary~~Business ~~General~~Combination, ~~Meeting”).~~EJFA Atterminated ~~the~~its ~~Extraordinary~~Investment ~~General~~Management ~~Meeting,~~Trust 28Agreement,~~245,217~~ ~~ordinary~~dated as ~~shares~~ of ~~EJFA~~February ~~(including~~24, ~~Class A~~2021, ~~ordinary~~by ~~shares~~ and ~~Class B~~between ~~ordinary~~Continental ~~shares)~~and EJFA, ~~representing~~pursuant ~~approximately~~to ~~78.60%~~which ofContinental ~~all~~invested of the ~~shares~~proceeds ~~entitled~~of toEJFA’s ~~vote~~initial atpublic ~~the~~offering ~~Extraordinary General Meeting, were present~~ in ~~person or were represented by valid proxies; therefore,~~ a ~~quorum~~trust ~~was~~account ~~present~~and at the ~~Extraordinary~~funds ~~General~~of ~~Meeting.~~such ~~The~~account ~~following two proposals~~ were ~~presented~~used atto ~~the~~make ~~Extraordinary~~payments ~~General~~to ~~Meeting,~~redeeming shareholders ~~each~~ of ~~which~~EJFA isand ~~described in more detail in the proxy statement/prospectus (the “Proxy Statement”) related~~ to ~~the~~pay ~~Extraordinary~~certain ~~General~~of ~~Meeting,~~EJFA’s ~~dated May 26, 2022, which was filed with the SEC~~expenses.

~~The~~Item ~~EJFA shareholders approved the Business Combination Proposal and the Merger Proposal (each as defined in the Proxy Statement)~~2.01 ~~The~~Completion ~~voting~~of ~~results~~Acquisition ~~for~~or ~~each~~Disposition ~~proposal~~of ~~were as follows:~~Assets.

~~Proposal~~The 1information set forth in the Introductory Note of this Current Report on Form 8-K ~~The~~is ~~Business~~incorporated ~~Combination~~by ~~Proposal~~reference herein.

~~The~~Item ~~EJFA~~3.01 ~~shareholders~~Notice ~~approved the Business Combination Proposal, which required the affirmative vote~~ of aDelisting ~~majority of the votes cast by the holders of the issued ordinary shares present in person~~ or byFailure ~~proxy at the Extraordinary General Meeting and entitled~~ to ~~vote~~Satisfy ona ~~such~~Continued ~~matter~~Listing atRule ~~the~~or ~~Extraordinary~~Standard; ~~General~~Transfer ~~Meeting.~~of ~~Proposal 1 received the following votes:~~Listing.

VotesFor		Votes Against		Votes Abstained		BrokerNon-Votes
25,539,619		2,685,544		20,054		N/A

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

~~Proposal~~In 2connection -with the consummation of the Business Combination, EJFA notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger ~~Proposal~~had become effective and requested that Nasdaq delist the EJFA Units, EJFA Class A Ordinary Shares and EJFA Public Warrants. Nasdaq halted trading of EJFA’s securities at market close on June 22, 2022 and filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting the EJFA Units, EJFA Class A Ordinary Shares and EJFA Public Warrants from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

~~The~~Item ~~EJFA~~3.03 ~~shareholders~~Material ~~approved~~Modification ~~the~~to ~~Merger~~Rights ~~Proposal, which required the affirmative vote~~ of atSecurity ~~least two-thirds of the votes cast by the holders of the issued ordinary shares present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting~~Holders. ~~Proposal 2 received the following votes:~~

VotesFor		Votes Against		Votes Abstained		BrokerNon-Votes
25,539,569		2,685,594		20,054		N/A

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

AsItem ~~there~~5.01 ~~were~~Changes ~~sufficient votes to approve the above proposals, the “Adjournment Proposal” described~~ in ~~the~~Control ~~Proxy~~of ~~Statement was not presented to EJFA shareholders~~Registrant.

~~Additional~~The ~~Information~~information set forth in the Introductory Note and ~~Where~~Item to2.01 ~~Find~~of Itthis Current Report on Form 8-K is incorporated by reference into this Item 5.01.

InAs ~~connection with the proposed business combination between Pagaya and EJFA, Pagaya filed~~ a ~~registration~~result ~~statement~~of ~~on Form F-4 and Pagaya and EJFA each filed~~ the ~~related~~consummation ~~Proxy Statement that was distributed to shareholders~~ of ~~EJFA in connection with EJFA’s solicitation of proxies for~~ the ~~vote~~Business ~~by its shareholders with respect to the proposed business combination. The registration statement was declared effective by the SEC~~Combination, ~~and~~a ~~EJFA~~change ~~mailed~~in ~~the~~control ~~definitive Proxy Statement to its shareholders as~~ of ~~the~~EJFA ~~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~~occurred. ~~Pagaya~~Following ~~or EJFA may also file other documents with~~ the ~~SEC~~consummation ~~regarding~~of the ~~proposed~~Business ~~business combination. Shareholders and other interested persons are advised to read the Proxy Statement and other filed documents because these materials contain important information about Pagaya~~Combination, EJFA ~~and~~became ~~the proposed transaction. Shareholders may obtain~~ a wholly-owned ~~copy~~subsidiary of ~~the aforementioned documents, without charge, at the SEC’s website at www.sec.gov, or at~~ Pagaya~~’s website at www~~.~~pagaya.com, or by directing a request to: EJF Acquisition Corp., 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201.~~

~~Forward-looking~~Item ~~Statements~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~The ~~document~~information ~~includes~~set ~~“forward-looking~~forth ~~statements”~~in ~~within~~ the ~~meaning~~Introductory ofNote ~~the “safe harbor” provisions~~ of ~~the~~this ~~United~~Current ~~States~~Report 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 with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of EJFA, Pagaya or the combined company after completion of the proposed business combination are based on ~~current~~Form ~~expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward~~8-~~looking~~K ~~statements.~~is ~~These~~incorporated factors 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 Agreement and Plan of Merger providing for the business combination (the “Agreement”) and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by ~~the~~reference Agreement due to the failure to satisfy the remaining conditions to closing in the Agreement; (3) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Agreement; (4) the risk thatherein.

In ~~the~~accordance ~~proposed~~with ~~transaction disrupts current plans and operations of Pagaya as a result of~~ the ~~announcement~~terms ~~and consummation~~ of the ~~transactions~~Merger ~~described~~Agreement, ~~herein;~~and ~~(5) the~~effective ~~ability~~as ~~to recognize the anticipated benefits~~ of the ~~proposed~~Effective ~~business combination~~Time, ~~which~~each ~~may be affected by, among other things, competition, the ability~~ of ~~the~~EJFA’s ~~combined~~officers ~~company to grow~~ and ~~manage~~directors ~~growth~~resigned ~~profitably,~~from ~~maintain~~any ~~relationships with customers~~ and ~~suppliers~~all ~~and~~positions held ~~retain~~by ~~its~~such ~~management~~individual ~~and~~as ~~key~~a ~~employees;~~corporate ~~(6) costs related to the proposed business combination; (7) changes in applicable laws or regulations; (8) the possibility that Pagaya may be adversely affected by other economic~~officer, ~~business~~director, manager and/or ~~competitive~~member ~~factors;~~of ~~and~~the ~~(9) other~~board ~~risks~~of ~~and~~directors ~~uncertainties indicated from time to time in other documents filed~~ (or toany besimilar ~~filed~~governing ~~with~~body) and ~~the~~any ~~SEC~~committees bythereof of EJFA, oras ~~Pagaya~~applicable. ~~You~~These ~~are~~resignations ~~cautioned~~were not toa ~~place~~result ~~undue~~of ~~reliance upon~~ any ~~forward-looking~~disagreement between ~~statements,~~EJFA ~~which~~and ~~speak only as of~~ the ~~date~~officers ~~made. EJFA~~ and ~~Pagaya~~directors ~~undertake~~on noany ~~commitment~~matter relating to ~~update~~EJFA’s ~~or revise the forward-looking statements~~operations, ~~whether~~policies ~~as a result of new information, future events~~ or ~~otherwise, except as may be required by law~~practices.

~~Non-Solicitation~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~This~~The ~~document~~information isset ~~not~~forth ~~a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or~~ in ~~respect of~~ the ~~proposed~~Introductory ~~business~~Note ~~combination and shall not constitute an offer to sell or exchange, or a solicitation~~ of anthis ~~offer~~Current toReport ~~buy~~on orForm ~~exchange,~~8-K ~~the~~is ~~securities~~incorporated ofby ~~Pagaya,~~reference EJFA or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdictionherein.

At the Effective Time, EJFA’s Amended and Restated Memorandum and Articles of Association were amended and restated in connection with the Business Combination. Subsequent to the Second-Step Merger, Merger Sub II continued as the surviving entity.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of September 15, 2021, by and among Pagaya Technologies Ltd., EJF Acquisition Corp. and Rigel Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of EJFA’s Current Report on Form 8-K filed with the SEC on September 16, 2021).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: June 21, 2022			EJF ACQUISITION CORP.
Date: June 27, 2022	Rigel Merger Sub II, Ltd. As successor by merger to EJF Acquisition Corp.
	By:	/s/ Gal Krubiner	~~By:~~	~~/s/ Kevin Stein~~
			Name:	Kevin Stein
		Name: Gal Krubiner
			Title:	Chief Executive Officer
		Title: Sole Director

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