Announces Effectiveness of Registration
Statement and Special Meeting Date of EJF Acquisition Corp. for
Proposed Business Combination
Pagaya Technologies Ltd. (“Pagaya”), a global technology company
building artificial intelligence infrastructure for the financial
ecosystem, announced today that Gal Krubiner, Co-Founder and CEO,
will be participating in the J.P. Morgan 50th Annual Global TMC
Conference at the Westin Boston Seaport District in Boston, MA. The
fireside chat will take place on Tuesday, May 24, 2022, and is
scheduled to begin at approximately 4:50 pm ET. It will be
available via live webcast and archived replay on Pagaya’s investor
relations website at https://pagaya.com/investor-relations.
Pagaya also announced that the U.S. Securities Exchange
Commission (the “SEC”) has declared effective Pagaya’s registration
statement on Form F-4 (as amended, the “Registration Statement”)
which includes a definitive proxy statement/prospectus (the “Proxy
Statement”) in connection with Pagaya’s previously announced
proposed business combination (the “Business Combination”) with EJF
Acquisition Corp. (“EJFA”) (NASDAQ: EJFAU, EJFA, EJFAW), a publicly
traded special purpose acquisition company. EJFA’s extraordinary
general meeting of shareholders (the “Special Meeting”) to approve
the Business Combination and related proposals is scheduled to be
held on or about June 15, 2022, or such other date to which such
meeting may be adjourned or postponed.
At the Special Meeting, EJFA’s shareholders will be asked to
approve the Business Combination and other such proposals as
disclosed in the Proxy Statement relating to the Business
Combination. Holders of EJFA Class A ordinary shares and Class B
ordinary shares at the close of business on the record date of May
17, 2022 are entitled to notice of the Special Meeting and to vote
at the Special Meeting. Pursuant to a voting agreement, EJFA’s
sponsor and directors and advisors of EJFA holding EJFA ordinary
shares have agreed to vote their shares at the Special Meeting in
favor of the approval of the Business Combination and related
proposals.
The closing of the Business Combination is subject to approval
by EJFA’s shareholders and the satisfaction or waiver (as
applicable) of other customary closing conditions. As a result of
PIPE commitments, EJFA expects to satisfy the condition that there
is a minimum of $200 million in cash available to Pagaya at the
time of the closing of the Business Combination, regardless of the
amount of redemptions of EJFA shares in connection with the
Business Combination. The Business Combination is expected to close
promptly after the Special Meeting. Upon the closing of the
Business Combination, Pagaya will be a publicly listed company and
Pagaya’s Class A ordinary shares and warrants are expected to be
listed on The Nasdaq Global Market under the ticker symbols “PGY”
and “PGYWW”, respectively.
More information about voting and attending the Special Meeting
will be included in the definitive Proxy Statement to be filed by
EJFA with the SEC, which will be available on the SEC's website at
http://www.sec.gov. EJFA encourages shareholders to read the Proxy
Statement carefully. The deadline for EJFA's public shareholders to
exercise their redemption rights in connection with the Business
Combination is June 13, 2022 at 5:00 p.m. Eastern Time. If you have
any questions or need assistance voting your shares, please contact
EJFA’s proxy solicitor, Morrow Sodali (“Morrow”), at (800)
662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing EJFA.info@investor.morrowsodali.com.
About Pagaya
Pagaya is a financial technology company working to reshape the
lending marketplace by using machine learning, big data analytics,
and sophisticated AI-driven credit and analysis technology. Pagaya
was built to provide a comprehensive solution to enable the credit
industry to deliver their customers a positive experience while
simultaneously enhancing the broader credit ecosystem. Its
proprietary API seamlessly integrates into its next-gen
infrastructure network of partners to deliver a premium customer
user experience and greater access to credit.
For more information on Pagaya's technology, services, and
careers, please visit www.Pagaya.com.
About EJFA
EJF Acquisition Corp. is a blank check company sponsored by EJF
Capital LLC and affiliates formed for the purpose of partnering
with a high-quality financial services business. EJFA’s management
team and Board of Directors are composed of veteran financial
service industry executives and founders, including Manny Friedman,
Chairman, Neal Wilson, Vice Chairman, Kevin Stein, Chief Executive
Officer, and Thomas Mayrhofer, Chief Financial Officer.
For more information on EJF Acquisition Corp. please visit
www.ejfacqusition.com.
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 includes a proxy statement to be distributed to shareholders
of EJFA in connection with EJFA’s solicitation of proxies for the
vote by its shareholders with respect to the proposed business
combination. The registration statement was declared effective by
the Securities and Exchange Commission (the “SEC”), and 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 the definitive proxy
statement / prospectus in connection with EJFA’s solicitation of
proxies for the special meeting to be held to approve the
transactions contemplated by the proposed business combination
because these materials contain important information about Pagaya,
EJFA and the proposed transaction. Shareholders may obtain a copy
of the definitive proxy statement / prospectus once it is
available, 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.
Participants in the Solicitation
Pagaya and EJFA and their respective directors and officers may
be deemed participants in the solicitation of proxies of EJFA’s
shareholders in connection with the proposed business combination.
EJFA’s shareholders, Pagaya’s shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Pagaya and EJFA at Pagaya’s
website at www.pagaya.com, or in EJFA’s 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 EJFA’s
shareholders in connection with the proposed transaction will be
set forth in the definitive 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
definitive 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
include estimated financial information. 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 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 looking statements. These 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 Agreement due to the failure to
obtain approval of the shareholders of EJFA or other 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 that the proposed
transaction disrupts current plans and operations of Pagaya as a
result of the announcement and consummation of the transactions
described herein; (5) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (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, business, and/or competitive factors;
and (9) other risks and uncertainties indicated from time to time
in other documents filed or to be filed with the SEC by EJFA or
Pagaya. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
EJFA and Pagaya undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
Any financial information or projections in this communication
are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and
contingencies, many of which are beyond Pagaya’s and EJFA’s
control. The inclusion of financial information or projections in
this communication should not be regarded as an indication that
Pagaya or EJFA, or their respective representatives and advisors,
considered or consider the information or projections to be a
reliable prediction of future events.
Non-Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of Pagaya, 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 jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20220524005413/en/
For all Pagaya IR inquiries, please reach out to ICR at
PagayaIR@icrinc.com For all Pagaya media inquiries, please reach
out to ASTRSK PR at Pagaya@astrskpr.com For all EJFA media
inquiries, please reach out to Nathaniel Garnick/Kevin FitzGerald
at Gasthalter & Co. at (212) 257-4170 or
pagaya@gasthalter.com
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