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 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.
Additional Information and Where to Find It
In connection with the proposed business combination between Pagaya and EJFA,
Pagaya intends to file a registration statement on Form F-4 that will include a
preliminary proxy statement to be distributed to shareholders of EJFA in
connection with EJFA's solicitation of proxies for the vote by its shareholders
with respect to the proposed business combination. After the registration
statement has been filed and declared effective by the
Participants in the Solicitation
Pagaya and EJFA and their respective directors and officers may be deemed
participants in the solicitation of proxies of EJFA's shareholders in connection
with the proposed business combination. EJFA's shareholders, Pagaya's
shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Pagaya and EJFA at
Pagaya's website at www.pagaya.com, or in EJFA's registration statement on Form
S-1 filed on
Information regarding the persons who may, under
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 obtain approval of the
shareholders of EJFA or other 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
Any financial information or projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Pagaya's and EJFA's control. The inclusion of financial information or projections in this communication should not be regarded as an indication that Pagaya or EJFA, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.
Non-Solicitation
This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of Pagaya, EJFA or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 11, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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