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 incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
2201 Broadway, #750 Oakland, CA |
94612 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 214-3750
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant | PPYAU | The Nasdaq Stock Market LLC | ||
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | PPYA | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the units | PPYAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 1, 2022, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”) announced that, commencing on March 4, 2022, the holders of units issued in its initial public offering (the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, may elect to separately trade the Class A Common Stock and Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Common Stock and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “PPYA” and “PPYAW,” respectively. The Units not separated will continue to trade on the Nasdaq Global Market under the symbol “PPYAU.” Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated March 1, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAPAYA GROWTH OPPORTUNITY CORP. I | ||
| By: | /s/ Clay Whitehead | |
| Name: Clay Whitehead | ||
| Title: Chief Executive Officer | ||
Dated: March 1, 2022
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 may elect to separately trade the shares of the Company’s Class A common stock (the “Class A Common Stock”) and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A Common Stock and the warrants that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbols “PPYA” and “PPYAW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “PPYAU.” Holders of the units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A Common Stock and warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Papaya Growth Opportunity Corp. I
The Company is a 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 or more businesses. While the Company may pursue an initial business combination target in any industry, it concentrates its search for a target business operating in the software, internet, media, fintech, healthcare IT or consumer industry sectors and focuses on vertical solutions driven by AI, marketplaces, platforms and networks. The Company is supported by an executive team led by Chairperson Patrick Pohlen, Chief Executive Officer Clay Whitehead, President Alexander Spiro, and Chief Financial Officer and Secretary Daniel Rogers.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (“SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Papaya Growth Opportunity Corp. I
Clay Whitehead
Chief Executive Officer
Email: clay@papayagrowth.com