PPYA / Papaya Growth Opportunity Corp. I - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Papaya Growth Opportunity Corp. I
US ˙ OTCPK ˙ US69882P1021

Statistik Asas
LEI 549300U6L3FU6EKJUM40
CIK 1894057
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Papaya Growth Opportunity Corp. I
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

April 25, 2025 EX-10.1

SPONSOR SUPPORT AND EXCHANGE AGREEMENT

Exhibit 10.1 SPONSOR SUPPORT AND EXCHANGE AGREEMENT The Sponsor Support and Exchange Agreement, dated April 21, 2025 (this “Agreement”), by and among, Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario (the “Company”), and Papaya Growth Opportunity Corp.

April 25, 2025 EX-10.4

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], is made and entered into by and among Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (

April 25, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpora

April 25, 2025 EX-10.3

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT LOCK-UP AGREEMENT dated as of [], 2025 (this “Agreement”), by and among the undersigned holders of Company Shares and the undersigned holders of SPAC Shares (each, a “Holder”), and Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”). Capitalized terms used and not otherwise defined herein shall h

April 25, 2025 EX-2.1

BUSINESS COMBINATION AGREEMENT by and among FORBES & MANHATTAN RESOURCES INC., PAPAYA GROWTH OPPORTUNITY CORP. I F&M MERGER SUB 1 INC. dated as of April 21, 2025 TABLE OF CONTENTS

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among FORBES & MANHATTAN RESOURCES INC., PAPAYA GROWTH OPPORTUNITY CORP. I and F&M MERGER SUB 1 INC. dated as of April 21, 2025 TABLE OF CONTENTS    Page ARTICLE I DEFINITIONS; CONSTRUCTION 3 1.1 Definitions 3 1.2 Construction 19 ARTICLE II TRANSACTIONS; CLOSING 19 2.1 Pre-Closing Actions 19 2.2 The Merger 20 2.3 Conversion of Securities 21 2.4 Org

April 25, 2025 EX-10.2

COMPANY SHAREHOLDER SUPPORT AGREEMENT

Exhibit 10.2 COMPANY SHAREHOLDER SUPPORT AGREEMENT COMPANY SHAREHOLDER SUPPORT AGREEMENT dated as of April 21, 2025 (this “Agreement”), by and among each such Person listed on Schedule I hereto (each, a “Shareholder” and collectively, the “Shareholders”), Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Company”), and Papaya Growth O

April 21, 2025 EX-99.1

PRESS RELEASE

Exhibit 99.1 PRESS RELEASE PX ENERGY, AN EXPANDING VERTICALLY INTEGRATED REFINERY AND MINING OPERATION LOCATED IN SOUTHERN BRAZIL, WILL GO PUBLIC THROUGH A BUSINESS COMBINATION WITH PAPAYA GROWTH OPPORTUNITY CORP. I, INCLUDING A COMMITTED $10 MILLION INVESTMENT. April 21, 2025 – PX Energy (“PX” or the “Company”), a vertically-integrated refined products manufacturer serving the Brazilian market fo

April 21, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpora

April 15, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41223 PAPAYA

April 15, 2025 EX-19

Insider Trading Policies and Procedures*

Exhibit 19 PAPAYA GROWTH OPPORTUNITY CORP. I Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities APPLICABILITY OF POLICY This Policy applies to all transactions in the Company’s securities, including ordinary shares, options and warrants to purchase ordinary shares and any other securities the Company may issue from time to time, such as preferred share

April 15, 2025 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of Papaya Growth Opportunity Corp. I None.

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

March 20, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpora

January 17, 2025 EX-10.1

Amendment to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT NO. 5 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 14, 2025, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this

January 17, 2025 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpo

January 17, 2025 EX-3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Exhibit 3.1   CERTIFICATE OF AMENDMENT   OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF   PAPAYA GROWTH OPPORTUNITY CORP. I   PAPAYA GROWTH OPPORTUNITY CORP. I, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:   1.            The name of the Corporation is “Papaya Growth Opportunity Corp. I”. The original Certificate of Inco

December 27, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

December 12, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

November 13, 2024 SC 13G/A

PPYA / Papaya Growth Opportunity Corp. I / Alberta Investment Management Corp - SC 13G/A Passive Investment

SC 13G/A 1 d884025dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) PAPAYA GROWTH OPPORTUNITY CORP. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69882P102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41223

July 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4122

June 26, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

June 7, 2024 EX-99.1

Papaya Growth Opportunity Corp. I Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Filing

Exhibit 99.1 Papaya Growth Opportunity Corp. I Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Filing Oakland, CA, June 7, 2024 - Papaya Growth Opportunity Corp. I (NASDAQ: PPYA) (the "Company") announced today that it received a notice ("Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nas

June 7, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorporati

May 24, 2024 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorporati

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

April 10, 2024 SC 13G/A

PPYA / Papaya Growth Opportunity Corp. I / Walleye Capital LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41223 PAPAYA

April 1, 2024 EX-97.1

Executive Incentive Clawback Policy*

Exhibit 97.1 PAPAYA GROWTH OPPORTUNITY CORP. I CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Papaya Growth Opportunity Corp. I (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material

April 1, 2024 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of Papaya Growth Opportunity Corp. I None.

March 11, 2024 SC 13G/A

PPYA / Papaya Growth Opportunity Corp. I / Walleye Capital LLC Passive Investment

SC 13G/A 1 sayw2403110113ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PAPAYA GROWTH OPPORTUNITY CORP. I (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share, included as part of the Units (Title of Class of Securities) 69882P102 (CUSIP Number) February 29, 2024 (Date of

February 20, 2024 EX-3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (7)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I PAPAYA GROWTH OPPORTUNITY CORP. I, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “Papaya Growth Opportunity Corp. I”. The original Certificate of Incorporation was filed w

February 20, 2024 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorp

February 20, 2024 EX-10.1

Amendment to the Investment Management Trust Agreement (7)

Exhibit 10.1 AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 16, 2024, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in thi

February 20, 2024 EX-10.2

Promissory Note

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

February 14, 2024 SC 13G

US69882P1021 / Papaya Growth Opportunity Corp. I / Walleye Capital LLC Passive Investment

SC 13G 1 walleye-ppya123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PAPAYA GROWTH OPPORTUNITY CORP. I (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share, included as part of the Units (Title of Class of Securities) 69882P102 (CUSIP Number) December 31, 2023 (Date of

February 12, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

February 12, 2024 SC 13G

US69882P1021 / Papaya Growth Opportunity Corp. I / Alberta Investment Management Corp - SC 13G Passive Investment

SC 13G 1 d67274dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) PAPAYA GROWTH OPPORTUNITY CORP. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69882P102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

February 12, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorp

February 9, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpo

February 9, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

February 8, 2024 SC 13G/A

US69882P1021 / Papaya Growth Opportunity Corp. I / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Papaya Growth Opportunity Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69882P102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

January 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

January 3, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

December 13, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpo

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

September 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 PAPAYA GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpor

September 1, 2023 EX-3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (6)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I PAPAYA GROWTH OPPORTUNITY CORP. I, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “Papaya Growth Opportunity Corp. I.” The original Certificate of Incorporation was filed w

September 1, 2023 EX-10.1

Amendment to the Investment Management Trust Agreement (6)

Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 30, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this

August 16, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpor

August 16, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 PAPAYA GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpor

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41223

July 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

July 20, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

May 17, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4122

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

April 28, 2023 8-K/A

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other juris

April 28, 2023 EX-10.1

Amendment to the Investment Management Trust Agreement (5)

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 12, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A

April 28, 2023 EX-3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (5)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I PAPAYA GROWTH OPPORTUNITY CORP. I, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “Papaya Growth Opportunity Corp. I.” The original Certificate of Incorporation was filed w

April 28, 2023 EX-10.2

Promissory Note (5)

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

April 18, 2023 EX-10.2

Promissory Note

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

April 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 PAPAYA GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpora

April 18, 2023 EX-3.1

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I PAPAYA GROWTH OPPORTUNITY CORP. I, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is “Papaya Growth Opportunity Corp. I.” The original Certificate of Incorporation was filed w

April 18, 2023 EX-10.1

Amendment to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 12, 2023, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A

March 31, 2023 EX-21.1

Subsidiaries of the Registrant*

Exhibit 21.1 Subsidiaries of Papaya Growth Opportunity Corp. I None.

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41223 PAPAYA

March 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

March 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru

February 14, 2023 SC 13G/A

US69882P1021 / Papaya Growth Opportunity Corp. I / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Papaya Growth Opportunity Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69882P102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2023 SC 13G/A

US69882P1021 / Papaya Growth Opportunity Corp. I / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Papaya Growth Opportunity Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 69882P102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Stateme

January 13, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of incorpo

December 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2022 (December 5, 2022) PAPAYA GROWTH OPPORTUNITY CORP. I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

November 30, 2022 CORRESP

* * *

CORRESP 1 filename1.htm Goodwin Procter LLP 601 Marshall St Redwood City, CA 94063 T: 650.752.3100 F: 650.853.1038 goodwinprocter.com November 30, 2022 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Papaya Growth Opportunity Corp. I Form 10-K for the fiscal year ended December 31,

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41223

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4122

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 tm229124d110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

March 31, 2022 EX-14.1

CODE OF BUSINESS CONDUCT AND ETHICS PAPAYA GROWTH OPPORTUNITY CORP. I

Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS OF PAPAYA GROWTH OPPORTUNITY CORP. I 1. Introduction The Board of Directors (the "Board") of Papaya Growth Opportunity Corp. I has adopted this code of business conduct and ethics (this "Code"), as amended from time to time by the Board and which is applicable to all of the Company's directors, officers and employees (to the extent that employees ar

March 31, 2022 EX-4.5

Description of Securities of the Registrant(4)

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Papaya Growth Opportunity Corp. I (?we,? ?our,? ?us? or the ?Company?) did not have any securities registered under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). As of March 28, 2022, we have the following three

March 1, 2022 EX-99.1

Papaya Growth Opportunity Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 4, 2022

EX-99.1 2 tm228067d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Papaya Growth Opportunity Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 4, 2022 New York, NY, March 1, 2022 – Papaya Growth Opportunity Corp. I (the “Company”) (NASDAQ: PPYAU) announced today that, commencing March 4, 2022, holders of the units sold in the Company’s initial public offering

March 1, 2022 8-K

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 (March 1, 2022) PAPAYA GROWTH OPPORTUNITY CORP. I (Exact Name of Registrant as Specified in its Charter) Delaware 001-41223 87-3071107 (State or other jurisdiction of in

January 27, 2022 SC 13D

Papaya Growth Opportunity I Sponsor, LLC - SCHEDULE 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Papaya Growth Opportunity Corp. I (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 69882P 102 (CUSIP Number) Papaya Growth Opportunity I Sponsor, LLC 2201 Broadway, #750 Oakland, CA 94612 (510) 21

January 25, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2022 (January 19, 2022) Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071107 (State or other jurisdiction

January 25, 2022 SC 13G

MMCAP International Inc. SPC - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Papaya Growth Opportunity Corp.

January 25, 2022 EX-99.1

Papaya Growth Opportunity Corp. I Index to Financial Statement

Exhibit 99.1 Papaya Growth Opportunity Corp. I Index to Financial Statement Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 19, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Papaya Growth Opportunity Corp. I Opinion on the Financial Statement We have audited

January 24, 2022 SC 13G

Saba Capital Management, L.P. - FORM SC 13G

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Papaya Growth Opportunity Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69882P201 (CUSIP Number) January 14, 2022 (Date of Event which Requires Filing of this Statement) Check th

January 19, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm223730-18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2022 (January 13, 2022) Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 001-41223 87-3071

January 19, 2022 EX-99.2

Papaya Growth Opportunity Corp. I Announces Closing of $287.5 Million Initial Public Offering

Exhibit 99.2 Papaya Growth Opportunity Corp. I Announces Closing of $287.5 Million Initial Public Offering NEW YORK, Jan. 19, 2022 - Papaya Growth Opportunity Corp. I (the "Company") announced today the closing of its initial public offering as well as the exercise of the over-allotment option in full by the underwriters in the sale of an aggregate of 28,750,000 units (which includes 3,750,000 uni

January 19, 2022 EX-10.8

Administrative Services Agreement, dated January 13, 2022, by and between the Company and Papaya Growth Opportunity I Sponsor LLC.

Exhibit 10.8 PAPAYA GROWTH OPPORTUNITY CORP. I 2201 Broadway, #750 Oakland, CA 94612 January 13, 2022 Papaya Growth Opportunity I Sponsor, LLC 2201 Broadway, #750 Oakland, CA 94612 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I Sponsor, LLC (the "Sponsor"), dated as of the date

January 19, 2022 EX-10.6

Private Placement Unit Subscription Agreement, dated January 13, 2022, by and between the Company and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (3)

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division

January 19, 2022 EX-10.4

Private Placement Unit Subscription Agreement, dated January 13, 2022, by and between the Company and Papaya Growth Opportunity I Sponsor, LLC (3)

Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subsc

January 19, 2022 EX-10.1

Letter Agreement, dated January 13, 2022, by and among the Company, its officers, its directors and Papaya Growth Opportunity I Sponsor, LLC (3)

Exhibit 10.1 January 13, 2022 Papaya Growth Opportunity Corp. I 2201 Broadway, #750 Oakland, CA 94612 Re: Initial Public Offering Ladies and Gentlemen: This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corpo

January 19, 2022 EX-1.1

Underwriting Agreement, dated January 13, 2022, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (3)

Exhibit 1.1 UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January 13, 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENT New York, New York January 13, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, P

January 19, 2022 EX-3.1

Second Amended and Restated Certificate of Incorporation of the Company (3)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I Papaya Growth Opportunity Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is "Papaya Growth Opportunity Corp. I" The original certificate of incorporation was filed with th

January 19, 2022 EX-10.7

Form of Indemnity Agreement, dated January 13, 2022, by and between the Company and each of the directors and officers of the Company.

Exhibit 10.7 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of January 13, 2022 by and between PAPAYA GROWTH OPPORTUNITY CORP. I, a Delaware corporation (the ?Company?), and the person executing this Agreement identified on the signature page hereto (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, office

January 19, 2022 EX-10.2

Investment Management Trust Agreement, dated January 13, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (3)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this "Agreement") is made effective as of January 13, 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). WHEREAS, the Company's registration statement on Form S-1, No. 333-2

January 19, 2022 EX-10.3

Registration Rights Agreement, dated January 13, 2022, by and among the Company and Papaya Growth Opportunity I Sponsor, LLC (3)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 13, 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership

January 19, 2022 EX-10.5

Private Placement Unit Subscription Agreement, dated January 13, 2022, by and between the Company and Cantor Fitzgerald & Co. (3)

Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the 13th day of January, 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Cantor Fitzgerald & Co. (?Cantor? or the ?Subscriber?). WHEREAS, the Company desires t

January 19, 2022 EX-99.1

Papaya Growth Opportunity Corp. I Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Papaya Growth Opportunity Corp. I Announces Pricing of $250 Million Initial Public Offering New York, NY, Jan. 13, 2022 ? Papaya Growth Opportunity Corp. I (the ?Company?), a newly incorporated blank check company, today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Global Marke

January 19, 2022 EX-4.1

Warrant Agreement, dated January 13, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (3)

Exhibit 4.1 WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 13, 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of January 13, 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as

January 18, 2022 424B4

$250,000,000 Papaya Growth Opportunity Corp. I 25,000,000 Units

424B4 1 tm223119d1424b4.htm 424B4 Filed Pursuant to 424(b)(4) Registration No. 333-261317 PROSPECTUS $250,000,000 Papaya Growth Opportunity Corp. I 25,000,000 Units Papaya Growth Opportunity Corp. I is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

January 13, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Papaya Growth Opportunity Corp. I (Exact Name

8-A12B 1 tm221326d58-a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Papaya Growth Opportunity Corp. I (Exact Name of Registrant as Specified in Its Charter) Delaware 87-3071107 (State of Incorporation or Organization) (I.R.S.

January 12, 2022 CORRESP

* * * [Signature Page Follows]

CORRESP 1 filename1.htm January 12, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cheryl Brown Re: Papaya Growth Opportunity Corp. I Registration Statement on Form S-1 Filed November 24, 2021, as amended File No. 333-261317 Dear Ms. Brown: Pursuant to Rule 461 under the Securities Act of 1933

January 12, 2022 CORRESP

PAPAYA GROWTH OPPORTUNITY CORP. I 2201 Broadway, #750 Oakland, CA 94612 January 12, 2022

CORRESP 1 filename1.htm PAPAYA GROWTH OPPORTUNITY CORP. I 2201 Broadway, #750 Oakland, CA 94612 January 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Papaya Growth Opportunity Corp. I Registration Statement on Form S-1, as amended Filed November 24, 2021 File No. 333-261317 Dear Ms. Brown: Pursuant to Rule 461 under

January 10, 2022 EX-10.7

Form of Private Placement Unit Subscription Agreement between the Registrant and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [] day of [], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscriber")

January 10, 2022 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Age

January 10, 2022 EX-10.13

Form of Private Placement Unit Subscription Agreement between the Registrant and J.V.B. Financial Group, LLC*

Exhibit 10.13 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the [] day of [], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (?CCM?

January 10, 2022 EX-10.4

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this "Agreement") is made effective as of [], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). WHEREAS, the Company's registration statement on Form S-1, No. 333-[] (the "

January 10, 2022 EX-3.2

Second Amended and Restated Certificate of Incorporation*

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I Papaya Growth Opportunity Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is "Papaya Growth Opportunity Corp. I" The original certificate of incorporation was filed with th

January 10, 2022 EX-10.5

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [], 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co., a New York general partnership ("Canto

January 10, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 10, 2022.

As filed with the U.S. Securities and Exchange Commission on January 10, 2022. Registration No. 333-261317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 6770 87-3071107 (State or other jurisdi

January 10, 2022 EX-10.12

Form of Private Placement Unit Subscription Agreement between the Registrant and Cantor Fitzgerald & Co.*

Exhibit 10.12 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the [] day of [], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Cantor Fitzgerald & Co. (?Cantor? or the ?Subscriber?). WHEREAS, the Company desires to sell

January 10, 2022 EX-10.1

Form of Letter Agreement among the Registrant and our officers, directors and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.1 [], 2022 Papaya Growth Opportunity Corp. I 2201 Broadway, #750 Oakland, CA 94612 Re: Initial Public Offering Ladies and Gentlemen: This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (

January 10, 2022 EX-1.1

Form of Underwriting Agreement*

Exhibit 1.1 UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January [•], 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENT New York, New York January [•], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned,

January 5, 2022 EX-10.4

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this "Agreement") is made effective as of [], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). WHEREAS, the Company's registration statement on Form S-1, No. 333-[] (the "

January 5, 2022 EX-10.9

Form of Administrative Support Agreement by and between the Registrant and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.9 PAPAYA GROWTH OPPORTUNITY CORP. I 2201 Broadway, #750 Oakland, CA 94612 [], 2022 Papaya Growth Opportunity I Sponsor, LLC 2201 Broadway, #750 Oakland, CA 94612 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I Sponsor, LLC (the "Sponsor"), dated as of the date hereof,

January 5, 2022 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Age

January 5, 2022 EX-4.1

Specimen Unit Certificate*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE [] UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] PAPAYA GROWTH OPPORTUNITY CORP. I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit ("Unit") consists of one (1) share of Class A common stock, $0.0001 par value per share (the

January 5, 2022 EX-3.2

Second Amended and Restated Certificate of Incorporation*

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I Papaya Growth Opportunity Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is "Papaya Growth Opportunity Corp. I" The original certificate of incorporation was filed with th

January 5, 2022 EX-10.1

Form of Letter Agreement among the Registrant and our officers, directors and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.1 [], 2022 Papaya Growth Opportunity Corp. I 2201 Broadway, #750 Oakland, CA 94612 Re: Initial Public Offering Ladies and Gentlemen: This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (

January 5, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 4, 2022.

As filed with the U.S. Securities and Exchange Commission on January 4, 2022. Registration No. 333-261317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 6770 87-3071107 (State or other jurisdic

January 5, 2022 EX-4.2

Specimen Class A Common Stock Certificate*

Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] PAPAYA GROWTH OPPORTUNITY CORP. I A DELAWARE CORPORATION CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF PAPAYA GROWTH OPPORTUNITY CORP. I (THE "CORPORATION") transferable on the books of the Corporation in person or by

January 5, 2022 EX-10.7

Form of Private Placement Units Purchase Agreement between the Registrant and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [] day of [], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Pomegranate Growth Opportunity I Sponsor, LLC, a Delaware limited liability company ("Subscri

December 27, 2021 EX-10.7

Form of Placement Unit Subscription Agreement between the Registrant and Papaya Growth Opportunity I Sponsor, LLC*

EX-10.7 12 tm2135642d2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the [] day of [], 2022, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), having its principal place of business at 2201 Broadway, #750, Oakland, CA 94612, and Papaya Growth Opportunity I Sponsor, LLC, a Del

December 27, 2021 EX-4.2

Specimen Class A Common Stock Certificate (2)

EX-4.2 5 tm2135642d2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] PAPAYA GROWTH OPPORTUNITY CORP. I A DELAWARE CORPORATION CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF PAPAYA GROWTH OPPORTUNITY CORP. I (THE "CORPORATION") transferable on the

December 27, 2021 EX-10.5

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [], 2022, is made and entered into by and among each of Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), Papaya Growth Opportunity I Sponsor, LLC, a Delaware limited liability company (the "Sponsor") and any person or entity who hereafter becomes a party to this A

December 27, 2021 EX-4.3

Specimen Warrant Certificate (2)

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PAPAYA GROWTH OPPORTUNITY CORP. I Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [], or registered assigns, is the

December 27, 2021 EX-10.9

Form of Administrative Support Agreement by and between the Registrant and Papaya Growth Opportunity I Sponsor, LLC*

EX-10.9 14 tm2135642d2ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PAPAYA GROWTH OPPORTUNITY CORP. I 2201 Broadway, #750 Oakland, CA 94612 [], 2022 Papaya Growth Opportunity I Sponsor, LLC 2201 Broadway, #750 Oakland, CA 94612 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Papaya Growth Opportunity Corp. I (the "Company") and Papaya Growth Opportunity I Sponsor, LLC

December 27, 2021 EX-10.4

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this "Agreement") is made effective as of [], 2022 by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). WHEREAS, the Company's registration statement on Form S-1, No. 333-[] (the "

December 27, 2021 EX-99.2

Form of Compensation Committee Charter**

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PAPAYA GROWTH OPPORTUNITY CORP. I I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Papaya Growth Opportunity Corp. I (the "Company") shall be to oversee the Company's compensation and employee benefit plans and practices, including its e

December 27, 2021 EX-3.2

Second Amended and Restated Certificate of Incorporation*

EX-3.2 3 tm2135642d2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I Papaya Growth Opportunity Corp. I, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is "Papaya Growth Opportunity Corp. I" The original cert

December 27, 2021 EX-10.8

Form of Indemnity Agreement (2)

Exhibit 10.8 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [], 2022 by and between PAPAYA GROWTH OPPORTUNITY CORP. I, a Delaware corporation (the ?Company?), and the person executing this Agreement identified on the signature page hereto (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in

December 27, 2021 EX-14

Code of Ethics(4)

Exhibit 14 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS OF PAPAYA GROWTH OPPORTUNITY CORP.

December 27, 2021 EX-99.1

Form of Audit Committee Charter**

Exhibit 99.1 PAPAYA GROWTH OPPORTUNITY CORP. I AUDIT COMMITTEE CHARTER MISSION STATEMENT The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight duties and in this capacity: ? Is responsible for appointing the Company's independent auditors and exercising oversight thereof; ? Is delegated the authority to receive funds and engage advisors as neede

December 27, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on December 27, 2021.

As filed with the U.S. Securities and Exchange Commission on December 27, 2021. Registration No. 333- 261317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 6770 87-3071107 (State or other juris

December 27, 2021 EX-10.10

Letter of Engagement by and between Papaya Growth Opportunity Corp. I and J.V.B. Financial Group, LLC**

Exhibit 10.10 3 Columbus Circle, 24th Floor New York, New York 10019 CONFIDENTIAL December 23, 2021 Clay Whitehead Chief Executive Officer Papaya Growth Opportunity Corp. I 2201 Broadway, #750 Oakland, CA 94612 Re: Engagement of Services Dear Mr. Whitehead: This will confirm the basis upon which Papaya Growth Opportunity Corp. I ("Client") has engaged Cohen & Company Capital Markets, a division of

December 27, 2021 EX-4.1

Specimen Unit Certificate (2)

EX-4.1 4 tm2135642d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE [] UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] PAPAYA GROWTH OPPORTUNITY CORP. I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit ("Unit") consists of one (1) share of Class A commo

December 27, 2021 EX-1.1

Form of Underwriting Agreement*

EX-1.1 2 tm2135642d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CANTOR FITZGERALD & CO. Dated: January [•], 2022 PAPAYA GROWTH OPPORTUNITY CORP. I UNDERWRITING AGREEMENT New York, New York January [•], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A her

December 27, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Age

December 27, 2021 EX-10.11

Consulting Agreement, dated October 1, 2021, by and between the Registrant and FintechForce, Inc.**

EX-10.11 16 tm2135642d2ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 CONSULTING AGREEMENT Effective October 1, 2021 (the “Effective Date”), Papaya Growth Opportunity Corp I, a Delaware corporation (“Company”), and FintechForce Inc. (“Consultant”) agree as follows: 1. SERVICES. 1.1. Performance of Services. Consultant will perform the services (“Services”) and deliver to Company any deliverables, designs

December 27, 2021 EX-10.1

Form of Letter Agreement among the Registrant and our officers, directors and Papaya Growth Opportunity I Sponsor, LLC*

Exhibit 10.1 [], 2022 Papaya Growth Opportunity Corp. I 2201 Broadway, #750 Oakland, CA 94612 Re: Initial Public Offering Ladies and Gentlemen: This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into, or proposed to be entered into, by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (

December 17, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on December 16, 2021.

As filed with the U.S. Securities and Exchange Commission on December 16, 2021. Registration No. 333-261317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 6770 87-3071107 (State or other jurisd

November 24, 2021 EX-10.2

Promissory Note, dated October 19, 2021, issued to Papaya Growth Opportunity I Sponsor, LLC (1)

Exhibit 10.2 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN

November 24, 2021 EX-3.2

Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAPAYA GROWTH OPPORTUNITY CORP. I November 19, 2021 Papaya Growth Opportunity Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “Papaya Growth Opportunity Corp. I”. The original certificate of incorporation was f

November 24, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between PAPAYA GROWTH OPPORTUNITY CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Age

November 24, 2021 S-1

As filed with the U.S. Securities and Exchange Commission on November 23, 2021.

As filed with the U.S. Securities and Exchange Commission on November 23, 2021. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Papaya Growth Opportunity Corp. I (Exact name of registrant as specified in its charter) Delaware 6770 87-3071107 (State or other jurisdiction of incorporatio

November 24, 2021 EX-3.3

Bylaws (1)

Exhibit 3.3 BY-LAWS OF Papaya Growth Opportunity Corp. I Adopted as of October 19, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of 2201 Broadway, Suite 750, Oakland CA 94612 (the “Corporation”) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the “Certificate of Incorporation”). Section 1.02 Other

November 24, 2021 EX-10.6

Securities Subscription Agreement between the Registrant and Papaya Growth Opportunity I Sponsor, LLC (1)

Exhibit 10.6 Papaya Growth Opportunity Corp. I 2201 Broadway, Suite 750, Oakland CA 94612 October 19, 2021 Papaya Growth Opportunity I Sponsor LLC 2201 Broadway, Suite 750, Oakland CA 94612 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on October 18, 2021 by and between Papaya Growth Opportunity I Sponsor LLC, a Delaware limited liabil

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