United States securities and exchange commission logo





                             February 22, 2022

       Gal Krubiner
       Chief Executive Officer
       Pagaya Technologies Ltd.
       Azrieli Sarona Bldg, 54th Floor
       121 Derech Menachem Begin
       Tel-Aviv 6701203, Israel

                                                        Re: Pagaya Technologies
Ltd.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted January
24, 2022
                                                            CIK No. 0001883085

       Dear Mr. Krubiner:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form F-4

       General

   1.                                                   We note your disclosure
on pages 254 and 261 in response to comment 6 that the
                                                        exclusive forum
provision in the Pagaya A&R Articles:
                                                            identifies the
competent courts in Tel Aviv, Israel as the exclusive forum for certain
                                                            litigation matters;
and
                                                            would not apply to
claims brought pursuant to the Securities Act or the Exchange
                                                            Act, or any other
claim for which U.S. federal courts would have exclusive
                                                            jurisdiction.
 Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany22,
February  NamePagaya
             2022      Technologies Ltd.
February
Page 2 22, 2022 Page 2
FirstName LastName

         Please ensure that such provision in the Pagaya A&R Articles states
this clearly, or tell us
         how you will inform investors in future filings that such provision
does not apply to any
         actions brought under the Securities Act or the Exchange Act.
Risk Factors
If we are deemed to be an investment company under the Investment Company
Act..., page 50

2.       With respect to your response to comment 5 regarding your intent to
operate your
         business in order to maintain an exemption from the registration
requirements of the
         Investment Company Act of 1940 (the    1940 Act   ), we have the
following initial
         comments.

                We note that you measure the percentage of your assets held in
  investment
              securities    (for purposes of your Section 3(a)(1)(C) analysis)
and    securities    (for
              purposes of your Section 3(b)(1) analysis) against    Adjusted
Tangible Assets.    Please
              provide your detailed legal analysis explaining why the Company
is able to    adjust
              the value of certain assets represented on the consolidated
balance sheets of the
              Company, which are audited by a public accounting firm, when
accounting for the
              value of the Company   s assets for purposes of the Company   s
Section 3(a)(1)(C) and
              Section 3(b)(1) analyses. In your response, please cite to
relevant legal support, if
              any.

                Please provide a revised calculation for purposes of your
analysis under Section
              3(b)(1) that does not    adjust    the value of the
Investments in Loans and Securities
              represented on the consolidated balance sheets of the Company,
and as appropriate,
              revise your conclusion under the five factor test set out in
Tonapah Mining Company
              of Nevada, 26 SEC 426 (1947).

                Please clarify whether the interest that the Company, directly
or indirectly, holds in
              Risk Retention Residuals is in excess of the minimum amount
required to be retained
              in order to comply with the Risk Retention Rules. To the extent
that the Company
              retains any such excess exposure, please describe this excess
exposure, and reconcile
              with the Company   s representation that the Company   s direct
or indirect holdings of
              Risk Retention Residuals    are not acquired by the Company for
investment purposes
              but are held to comply with the requirements of the Risk
Retention Rules   .    Please
              also explain whether, over time, the Company sells (or causes its
risk-retention
              vehicles to sell) the Company   s direct or indirect interests in
the Risk Retention
              Residuals as soon as the Company is no longer required to hold
all or part of those
              interests in order to comply with applicable regulatory
requirements.

                Further, we note that Pagaya Investments US LLC is a registered
investment adviser
              under the Investment Advisers Act of 1940, and is an indirect
wholly-owned
              subsidiary of the Company. Please explain the business
relationship and activities
 Gal Krubiner
FirstName LastNameGal
Pagaya Technologies Ltd.Krubiner
Comapany22,
February  NamePagaya
             2022      Technologies Ltd.
February
Page 3 22, 2022 Page 3
FirstName LastName
              shared between Pagaya Investments US LLC and the Company. Please
also clarify
              whether the Company, or any of its wholly-owned subsidiaries,
employs a chief
              investment officer or similar staff, and describe their specific
activities and job
              functions, including how much time is devoted to managing the
Risk Retention
              SPVs, the Company   s interests in Risk Retention Residuals, or
other securities held
              by the Company.
U.S. Federal Income Tax Considerations, page 159

3.       Please be advised that we continue to review your response to comment
10 and may have
         further comments.
Pagaya's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 189

4.       As it relates to the risk retention interest that you are required to
hold in your
         unconsolidated securitization vehicles that you sponsor, please inform
us as to why you
         did not provide the information required by instruction 8 to Item
303(b) of Regulation S-
         K.
Consolidated Balance Sheets, page F-26

5.       In accordance with Rule 5-02 of Regulation S-X, please revise your
annual and interim
         period balance sheets to clearly distinguish between current and
non-current assets.
         Similarly, clearly distinguish between current and non-current
liabilities.
5. Consolidation and Variable Interest Entities, page F-40

6.       We acknowledge your response to our prior comment 17. Please amend
your disclosure,
         in both your annual and interim financial statements, to clearly state
the following:
             That both Pagaya Structured Holdings LLC and Pagaya Structured
Holdings II LLC,
             which you consolidate in accordance with ASC 810, represent your
risk retention
             SPVs that have been established to hold your required 5% interest
in the
             securitization vehicles that you sponsor
             That your unconsolidated VIEs solely represent the actual
securitization vehicles that
             you sponsor

         Further, provide the following information:
             For your consolidated VIEs (i.e. the risk retention SPVs) the
information required by
             ASC 810-10-50-3
             For your non consolidated VIEs (i.e. the securitization vehicles)
the information
             required by ASC 810-10-50-4
8. Transactions with Related Parties, page F-41

7.       We acknowledge your response to our prior comment 19. As requested in
our prior
 Gal Krubiner
Pagaya Technologies Ltd.
February 22, 2022
Page 4
         comment, please amend your related party disclosure footnote in your
interim financial
         statements to provide the information required by ASC 850-10-50-1 for
your $24.7
         million related party receivable.
        You may contact Jacob Luxenburg, Staff Accountant, at (202) 551-2339 or
Sharon
Blume, Accounting Branch Chief, at (202) 551-3474 if you have questions
regarding comments
on the financial statements and related matters. Please contact David Lin,
Staff Attorney, at (202)
551-3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758
with any other
questions.



FirstName LastNameGal Krubiner                               Sincerely,
Comapany NamePagaya Technologies Ltd.
                                                             Division of
Corporation Finance
February 22, 2022 Page 4                                     Office of Finance
FirstName LastName