Blog: EJF ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure.

On June 17, 2022, EJF Acquisition Corp. (“EJFA”) and Pagaya Technologies Ltd., a
company organized under the laws of Israel (“Pagaya”), issued a joint press
release, announcing that the proposed business combination between EJFA and
Pagaya has been approved by shareholder votes of EJFA’s shareholders and
Pagaya’s shareholders at their respective extraordinary general meetings of
shareholders. A copy of the press release is furnished hereto as Exhibit 99.1
and incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the
filings of EJFA under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filings. This
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information in this Item 7.01 and Exhibit 99.1 attached hereto.

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 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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  No.        Description

99.1           Press Release, dated June 17, 2022

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)


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