Sec Form 13D Filing - Wong Hui Ping filing for Pagaya Technologies Ltd. (PGY) - 2024-12-23

The principal business address for each Reporting Person is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. The principal business address of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 3 hereto and is incorporated by reference herein.

GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore's foreign reserves. GIC is a private company limited by shares organized under the laws of the Republic of Singapore. GAM is a wholly owned subsidiary of GIC and is the public equity investment arm of GIC. Radiance Star is a company organized under the laws of the Republic of Singapore and shares the power to vote and the power to dispose of Shares held directly by it with GAM. The principal occupation of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 3 hereto and is incorporated by reference herein.

Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The response to Item 2(c) of the Schedule 13D is incorporated by reference herein. The citizenship of each of the executive officers and directors of each Reporting Person is set forth on Exhibit 3 hereto and is incorporated by reference herein.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Effective December 19, 2024, Mircea Ungureanu, a portfolio manager who served as a director of the Issuer since 2020, resigned from the Board. In addition, since the filing of Amendment No. 1, Coral Blue transferred to Radiance Star all of the Shares, Series D Warrants and Series E Warrants that it directly held, which transfer did not impact GIC's aggregate beneficial ownership.

Item 5(a)-(b) of the Schedule 13D is hereby amended and restated as follows: The number of Shares reported herein has been adjusted to reflect the 1-to-12 reverse Share split that was made effective by the Issuer on March 8, 2024. Calculations of the percentage of Shares beneficially owned are calculated in accordance with Rule 13d-3 and are based on the sum of (i) 61,003,320 Shares outstanding as of October 31, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus (ii) an aggregate of 220,000 Shares the Reporting Persons have the right to acquire upon the vesting and exercise of the Radiance Star Class A Warrants, and (iii) an aggregate of approximately 166,834 Shares that the Reporting Persons have the right to acquire upon the vesting and exercise of Series D Warrants, each of (ii) and (iii) which has been added to the Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. The aggregate number and percentage of Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Radiance Star holds directly (i) 3,655,692 Shares, (ii) 892 unvested Series D Warrants, which represent the right to purchase approximately 166,834 Shares, subject to the vesting terms described in Item 3 of the Original 13D, and (iii) the Radiance Star Class A Warrants, which represent the right to purchase 220,000 Shares, subject to the vesting terms described in Item 3 of Amendment No. 1. Radiance Star also holds directly 50 unvested Series E Warrants, which represent the right to purchase approximately 9,404 Shares, subject to the vesting terms described in Item 3 of the Original 13D which are outside of the Reporting Person's control; such Shares are excluded from the amount of Shares reported as beneficially owned directly by Radiance Star and indirectly by GAM and GIC. GIC is a fund manager and only has two clients the Government of Singapore (GoS) and Monetary Authority of Singapore. Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. GIC is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. GAM is a wholly owned subsidiary of GIC and is the public equity investment arm of GIC. Radiance Star shares the power to vote and the power to dispose of Shares held directly by it with GAM. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is a member of a group, and each Reporting Person expressly disclaims any assertion or presumption that it and the other persons disclosed in this Schedule 13D constitute a group.

Exhibit 3