EJF ACQUISITION CORP. Item 7.01 Regulation FD Disclosure.
On
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 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 Exhibits 99.1 attached hereto.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Pagaya intends to file
with the
Participants in the Solicitation
EJFA and its directors and executive officers may be deemed participants in the
solicitation of proxies from EJFA's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in EJFA is contained in EJFA's registration
statement on Form S-1, which was filed with the
Pagaya and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of EJFA in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. EJFA's and Pagaya's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
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"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, EJFA's and Pagaya's expectations with respect to future performance
and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination, and the timing of the
completion of the Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside
EJFA's and Pagaya's control and are difficult to predict. Factors that may cause
such differences 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 Merger Agreement or could otherwise cause the Business Combination to fail
to close; (2) the outcome of legal proceedings that may be instituted against
EJFA and Pagaya; (3) the inability to complete the Business Combination,
including due to failure to obtain the requisite approval of shareholders or
other conditions to closing in the Merger Agreement; (4) the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; (5) the inability to obtain
or maintain the listing of the ordinary shares of the post-acquisition company
on Nasdaq following the Business Combination; (6) the risk that the announcement
and consummation of the Business Combination disrupts current plans and
operations; (7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably and
retain its key employees; (8) costs related to the Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility that Pagaya
or the combined company may be adversely affected by other economic, business,
competitive and/or factors such as the COVID-19 pandemic; and (11) other risks
and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the Business Combination, including those under "Risk Factors" in
the Registration Statement, and in EJFA's other filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedSeptember 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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