UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
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area code: (
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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 (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 1.01 | Entry into a Material Definitive Agreement |
On August 30, 2023, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved (A) amendments (collectively, the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to (i) extend (the “Extension Amendment”) the date by which the Company has to consummate a business combination (the “Combination Period”) for an additional one (1) month each time, from October 19, 2023 to February 19, 2024; (ii) provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B common stock”), to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder (the “Class B Conversion Amendment”); and (iii) eliminate from the Charter the limitation that the Company may not redeem the Company’s Class A common stock, par value $0.0001 per share, issued in the Company’s initial public offering (the “Public Shares”) to the extent that such redemption would result in the Company’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) in excess of $5,000,000 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”); and (B) an amendment to the Company’s investment management trust agreement, dated January 13, 2022, with Continental Stock Transfer & Trust Company, as trustee, to allow the Company to extend the Combination Period for an additional one (1) month each time, from October 19, 2023 to February 19, 2024 by depositing into the Company’s trust account for each one-month extension, the lesser of (a) $30,000 and (b) $0.03 for each then-outstanding Public Share after giving effect to any redemptions (the “IMTA Amendment”).
The Charter Amendment was filed with the Delaware Secretary of State on August 31, 2023, and in connection therewith, the Company entered into the IMTA Amendment to extend the term of the IMTA.
The foregoing descriptions of the IMTA Amendment and the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Special Meeting, the Company’s stockholders approved the Charter Amendment, the IMTA Amendment and a proposal to approve the adjournment of the Special Meeting from time to time if determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”).
Extension Amendment
| Votes for | Votes against | Abstentions | ||
| 16,012,114 | 310,123 | 0 |
Class B Conversion Amendment
| Votes for | Votes against | Abstentions | ||
| 16,012,114 | 310,123 | 0 |
Redemption Limitation Amendment
| Votes for | Votes against | Abstentions | ||
| 16,012,114 | 310,123 | 0 |
IMTA Amendment
| Votes for | Votes against | Abstentions | ||
| 16,012,114 | 310,123 | 0 |
Adjournment Proposal
| Votes for | Votes against | Abstentions | ||
| 16,012,114 | 310,123 | 0 |
| Item 7.01 | Regulation FD Disclosure. |
In connection with the approval and implementation of the Charter Amendment, the holders of 7,560,892 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.68965 per share, for an aggregate redemption amount of approximately $80,823,312. Following such redemptions, 2,303,207 Public Shares remain outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment to the Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 1, 2023 |
PAPAYA GROWTH OPPORTUNITY CORP. I | |
| By: | /s/ Clay Whitehead | |
| Name: Clay Whitehead | ||
| Title: Chief Executive Officer | ||
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 with the Secretary of State of the State of Delaware on October 8, 2021. A First Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 19, 2021. A Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 13, 2022, and a Certificate of Amendment was filed with the Secretary of State of the State of Delaware on April 12, 2023 (as amended, the “Second Amended and Restated Certificate”).
2. This Amendment to the Second Amended and Restated Certificate (this “Amendment”) further amends the provisions of the Second Amended and Restated Certificate.
3. This Amendment has been duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock in regards to amendments to Section 9.01(b), Section 9.01(c), Section 9.02(a), (d), (e) and (f) and Section 9.07, and duly adopted by the affirmative vote of both (x) a majority of the holders of outstanding Common Stock voting together as a single class and (y) a majority of the outstanding Class B Common Stock voting as a separate class vote in regards to the amendment to Section 4.03(b)(i) at a meeting of stockholders in accordance with the Second Amended and Restated Certificate and the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. The Second Amended and Restated Certificate is hereby amended by deleting Article IV, Section 4.03(b)(i) in its entirety and inserting the following in lieu thereof:
“Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time at the election of a holder of such shares of Class B Common Stock and (B) automatically concurrently with or immediately following the closing of the Business Combination.”
5. The Second Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.01(b) in its entirety and inserting the following in lieu thereof:
“(b) Immediately after this Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 24, 2021 (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, and less interest in an amount up to $100,000 to pay dissolution expenses, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by February 19, 2024 (the “completion window”) and the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the “Sponsor” or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
6. The Second Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.01(c) in its entirety and inserting the following in lieu thereof:
“(c) Notwithstanding Section 9.01(b) or any other provision of this Second Amended and Restated Certificate, if the Company wishes to extend the time to complete its initial Business Combination, the Board may, upon the request of the Sponsor and without the approval of any of the Corporation’s other stockholders, extend the period of time the Corporation shall have to consummate an initial Business Combination up to the completion window, subject to the Sponsor, or its affiliates or designees, depositing into the Trust Account on a monthly basis the lesser of (a) $30,000 and (b) $0.03 for each Offering Share that remains outstanding at the time of such deposit (such amount, the “Monthly Extension Amount”), on or prior to the date of the applicable deadline, for each of the available one month extensions providing a total possible Business Combination period of 25 months. Any such payments would be made in the form of non-interest bearing loans, evidenced by an unsecured promissory note equal to the amount of any such deposit, which will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial Business Combination. Our Public Stockholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our Public Stockholders do not support such an extension and will not be able to redeem their shares in connection therewith. In the event that the Sponsor elects at its option to deposit extra funds into the trust account as described in this Section 9.01(c) prior to or in connection with the applicable deadlines described in Section 9.01(b), the Corporation’s deadline to consummate an initial Business Combination under this Second Amended and Restated Certificate shall be automatically extended by such one-month increments, as applicable.”
7. The Redemption Limitation shall be removed from the Second Amended and Restated Certificate as follows:
a. The text of Section 9.02(a) of the Second Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all Public Stockholders with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.02(b) and 9.02(c) hereof (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.02(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”
2
b. The text of Section 9.02(e) of the Second Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.”
c. Section 9.02(f) of the Second Amended and Restated Certificate shall be deleted in its entirety.
8. The Second Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.02(d) in its entirety and inserting the following in lieu thereof:
“(d) In the event that the Corporation has not consummated an initial Business Combination within the completion window, which is extendable to such later date as approved by holders of 65% of the voting power of the Corporation’s then-outstanding Common Stock that are voted at a meeting to extend such date, voting together as a single class, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Corporation in an amount up to $100,000 to pay dissolution expenses and less any other interest released to, or reserved for use by, the Corporation to pay franchise and income taxes, by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”
9. The Second Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.07 in its entirety and inserting the following in lieu thereof:
“Additional Redemption Rights. If, in accordance with Section 9.01(a), any amendment is made to this Certificate to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within the completion window or to provide for redemption in connection with an initial Business Combination, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest previously released to, or reserved for use by, the Corporation to pay franchise and income taxes, divided by the number of then outstanding Offering Shares.”
[signature page follows]
3
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 30th day of August, 2023.
| PAPAYA GROWTH OPPORTUNITY CORP. I | |||
| By: | /s/ Clay Whitehead | ||
| Name: Clay Whitehead | |||
| Title: Chief Executive Officer | |||
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 Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on January 19, 2022, the Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock;
WHEREAS, $293,250,000 of net proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of January 13, 2022, by and between the Company and the Trustee (as amended, the “Original Agreement”);
WHEREAS, the Original Agreement was amended on April 12, 2023 to: (i) provide the Company’s Board of Directors with the right to extend the date by which the Company has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from April 19, 2023 to October 19, 2023 (i.e., for a period of time ending 21 months after the consummation of the Offering) and (ii) allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from April 19, 2023 to October 19, 2023 (the “First Amendment”);
WHEREAS, the Company has sought the approval of the holders of its Class A common stock and holders of its Class B common stock, par value $0.0001 per share (together the “Common Stock”), at a special meeting to: (i) provide the Company’s Board of Directors with the right to extend the Combination Period from October 19, 2023 to February 19, 2024 (as extended, the “Extended Date”) (i.e., for a period of time ending 25 months after the consummation of the Offering) (the “Extension Amendment”) and (ii) allow the Company to extend the Combination Period for an additional one (1) month each time from October 19, 2023 to the Extended Date as set forth in the Extension Amendment (the “Trust Amendment”);
WHEREAS, holders of 65% of the then issued and outstanding shares of Common Stock, voting together as a single class, approved the Extension Amendment and the Trust Amendment; and
WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments to Trust Agreement.
1.1. The third WHEREAS clause of the Original Agreement is hereby amended and restated in its entirety as follows:
“WHEREAS, upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend the period by which it has to consummate a Business Combination (as defined below) by an additional one month for each extension period, for a total of up to 25 months, subject to the Sponsor or its affiliates or permitted designees depositing the lesser of (a) $30,000 and (b) $0.03 for each share of Common Stock issued in the Offering that remains outstanding at the time of such deposit (such lesser amount, the “Monthly Extension Amount”) into the Trust Account no later than the 19-month anniversary, 20-month anniversary, 21-month anniversary, 22-month anniversary, 23-month anniversary, and 24-month anniversary, if applicable, of the Offering (the “Deadline”) for such extension (the “Extension”), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation of a Business Combination; and”
2. Miscellaneous Provisions.
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| Continental Stock Transfer & Trust Company, as Trustee | ||||
| By: | /s/ Francis Wolf | |||
| Name: Francis Wolf | ||||
| Title: Vice President | ||||
| Papaya Growth Opportunity Corp. I | ||||
| By: | /s/ Clay Whitehead | |||
| Name: Clay Whitehead | ||||
| Title: Chief Executive Officer | ||||
[Signature Page to Amendment to Investment Management Trust Agreement]
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