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[SCHEDULE 13D/A] Pagaya Technologies Ltd. SEC Filing

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(Low)
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Form Type
SCHEDULE 13D/A





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include an aggregate of 220,000 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, which are not vested and exercisable until June 1, 2026 (when approximately 1/3 are vested and become exercisable), June 1, 2027 (when an additional approximately 1/3 are vested and become exercisable) and June 1, 2028 (when the remaining approximately 1/3 are vested and become exercisable), and an aggregate of approximately 166,834 Shares that the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, and excludes approximately 9,404 Shares underlying Series E Warrants. (2) Percent of class represented by amount in Row (11) is based on the sum of (i) 63,055,282 Shares outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 7, 2025, plus (ii) an aggregate of 220,000 Shares the Reporting Person has the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares the Reporting Person has the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.


SCHEDULE 13D


GIC Private Ltd
Signature:/s/ Wong Hui Ping
Name/Title:Wong Hui Ping/Senior Vice President
Date:07/02/2025
Signature:/s/ Chew Hai Jong
Name/Title:Chew Hai Jong/Managing Director
Date:07/02/2025
GIC Asset Management Pte. Ltd
Signature:/s/ Sensen Lin
Name/Title:Sensen Lin/Managing Director
Date:07/02/2025
Radiance Star Pte. Ltd.
Signature:/s/ Daniel Loo Wee Poon
Name/Title:Daniel Loo Wee Poon/Managing Director
Date:07/02/2025
Pagaya Technologies Ltd.

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2.20B
55.90M
14.94%
53.18%
12.5%
Software - Infrastructure
Finance Services
United States
NEW YORK