The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if

it is accurate and complete.
The reader should not assume that the information is accurate and complete.

		UNITED STATES SECURITIES AND EXCHANGE COMMISSION						
								
				OMB APPROVAL			
			Washington, D.C. 20549								
											
						OMB Number:	3235-0076				
				FORM D								
							Estimated average burden			
		Notice of Exempt Offering of Securities			hours per response:	4.00				

										

1. Issuer's Identity										
	CIK (Filer ID Number)	Previous	X None	Entity Type							
		Names									
												
	0001883085				Corporation							
	Name of Issuer			Limited Partnership					
	Pagaya Technologies Ltd.			Limited Liability Company					
	Jurisdiction of Incorporation/Organization								
				General Partnership					
	ISRAEL								
				Business Trust							
	Year of Incorporation/Organization										
				X Other (Specify)							
	X Over Five Years Ago										
											
	Within Last Five Years (Specify Year)			Company							
	Yet to Be Formed										

2. Principal Place of Business and Contact Information

Name of Issuer						
Pagaya Technologies Ltd.						
Street Address 1				Street Address 2		
AZRIELI SARONA BLDG, 54TH FLOOR			121 DERECH MENACHEM BEGIN	
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer	
TEL-AVIV	ISRAEL			6701203	(646) 710-7714	
						
3. Related Persons						
Last Name		First Name		Middle Name	
Krubiner		Gal				
Street Address 1		Street Address 2			
90 Park Avenue						
City		State/Province/Country	ZIP/PostalCode	
New York		NEW YORK		10016	
Relationship: X Executive Officer X Director	Promoter			
Clarification of Response (if Necessary):					
Chief Executive officer, Co-Founder and Director				
					
Last Name		First Name		Middle Name	
Pardo		Avital				
Street Address 1		Street Address 2			
90 Park Avenue						
City		State/Province/Country	ZIP/PostalCode	
New York		NEW YORK		10016	
Relationship: X Executive Officer X Director	Promoter			
Clarification of Response (if Necessary):					
Chief Technology Officer, Co-Founder and Director				
					
Last Name		First Name		Middle Name	
Yulzari		Yahav				
Street Address 1		Street Address 2			
90 Park Avenue						
City		State/Province/Country	ZIP/PostalCode	
New York		NEW YORK		10016	

Relationship:	X	Executive Officer	X	Director		Promoter		
Clarification of Response (if Necessary):			
Chief Revenue Officer, Co-Founder and Director			
										
Last Name					First Name	Middle Name	
Kurlander					Michael		
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	
New York					NEW YORK	10016	
									
Relationship:	X	Executive Officer			Director		Promoter		
Clarification of Response (if Necessary):			
Chief Financial Officer								
								
Last Name					First Name	Middle Name	
Glasgow					Richmond		
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	
New York					NEW YORK	10016	
								
Relationship:	X	Executive Officer			Director		Promoter		
Clarification of Response (if Necessary):			
General Counsel										
								
Last Name					First Name	Middle Name	
Stein					Kevin			
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	
New York					NEW YORK	10016	
							
Relationship:			Executive Officer		X	Director		Promoter		
Clarification of Response (if Necessary):			
							
Last Name					First Name	Middle Name	
Zeevi					Avi			
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	
New York					NEW YORK	10016	
					
Relationship:			Executive Officer		X	Director		Promoter		
Clarification of Response (if Necessary):			
							
Last Name					First Name	Middle Name	
Petrozzo					Dan			
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	
New York					NEW YORK	10016	
					
Relationship:			Executive Officer		X	Director		Promoter		
Clarification of Response (if Necessary):			
							
Last Name					First Name	Middle Name	
Golub					Harvey			
Street Address 1					Street Address 2		
90 Park Avenue										
City					State/Province/Country	ZIP/PostalCode	

New York		NEW YORK	10016	
Relationship:	Executive Officer	X Director	Promoter		
Clarification of Response (if Necessary):			
				
Last Name		First Name	Middle Name	
Ungureanu		Mircea			
Street Address 1		Street Address 2		
90 Park Avenue					
City		State/Province/Country	ZIP/PostalCode	
New York		NEW YORK	10016	
Relationship:	Executive Officer	X Director	Promoter		
Clarification of Response (if Necessary):			
				
Last Name		First Name	Middle Name	
Pressman		Amy			
Street Address 1		Street Address 2		
90 Park Avenue					
City		State/Province/Country	ZIP/PostalCode	
New York		NEW YORK	10016	
Relationship:	Executive Officer	X Director	Promoter		

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as

an investment company under the Investment Company Act of 1940?

Yes	No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care		Retailing		
				
		Biotechnology		Restaurants		
						
		Health Insurance				
				Technology		
		Hospitals & Physicians				Computers		
								
		Pharmaceuticals				Telecommunications		
								
		Other Health Care				Other Technology		
					X			
Manufacturing		Travel		
Real Estate				Airlines & Airports		
						
		Commercial				Lodging & Conventions		
								
		Construction				Tourism & Travel Services		

		REITS & Finance				Other Travel		

		Residential						
				Other		
						
		Other Real Estate						

5. Issuer Size

Revenue Range	OR	Aggregate Net Asset Value Range		
	No Revenues			No Aggregate Net Asset Value		

	$1 - $1,000,000			$1 - $5,000,000		
	- $5,000,000				
	$1,000,001				$5,000,001 - $25,000,000		
	- $25,000,000			- $50,000,000		
	$5,000,001				$25,000,001			
			$50,000,001	- $100,000,000		
	$25,000,001 -						
	$100,000,000						
							
	Over $100,000,000			Over $100,000,000		

								

X	Decline to Disclose		Decline to Disclose		
	Not Applicable		Not Applicable		

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))

Rule 504 (b)(1)(i)

Rule 504 (b)(1)(ii)

Rule 504 (b)(1)(iii)

X	Rule 506(b)

Rule 506(c)

Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1)			Section 3(c)(9)		
Section 3(c)(2)			Section 3(c)(10)		
					
Section 3(c)(3)			Section 3(c)(11)		
					
Section 3(c)(4)			Section 3(c)(12)		
					
Section 3(c)(5)			Section 3(c)(13)		
					
Section 3(c)(6)			Section 3(c)(14)		
					
Section 3(c)(7)					

7.	Type of Filing				
				First Sale Yet to Occur		
	X	New Notice  Date of First Sale 2022-08-17				
			Amendment				

8.	Duration of Offering				

Does the Issuer intend this offering to last more than one year?	X	Yes		No	

9. Type(s) of Securities Offered (select all that apply)

X	Equity

Debt

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Pooled Investment Fund Interests

Tenant-in-Common Securities

Mineral Property Securities

Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a						
		Yes	X	No		
merger, acquisition or exchange offer?													
													
Clarification of Response (if Necessary):													
															
11. Minimum Investment															
Minimum investment accepted from any outside investor $0 USD						
															
12. Sales Compensation															
Recipient								Recipient CRD Number X None						
(Associated) Broker or Dealer X None						(Associated) Broker or Dealer CRD Number	X None		
Street Address 1							Street Address 2						
City							State/Province/Country				ZIP/Postal Code		
														
State(s) of Solicitation (select all that apply)			All States			Foreign/non-US						
												
Check “All States” or check individual States												

13. Offering and Sales Amounts													
Total Offering Amount	$303,000,000 USD	or		Indefinite									
													
Total Amount Sold	$1,000,000 USD													
Total Remaining to be Sold $302,000,000 USD	or		Indefinite									

Clarification of Response (if Necessary):

Total Offering Amount represents (i) up to $300,000,000 of Class A ordinary shares and (ii) up to $3,000,000 of shares issuable as consideration for entering the equity line of credit facility, $1,000,000 of which were issued on August 17, 2022.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited					
	1			
investors, enter the total number of investors who already have invested in the offering:				

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0	USD	Estimate	
Finders' Fees $0	USD	Estimate	

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD  Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

	Issuer		Signature		Name of Signer		Title		Date		
										
	Pagaya Technologies Ltd.		/s/ Richmond Glasgow		Richmond Glasgow		General Counsel		2022-08-26		

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

*	This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.