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 ~~June 5~~14, ~~2024~~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 incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3500 South Dupont Highway, Suite HX-102, Dover, DE		19901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 214-3750

~~2201~~Not ~~Broadway, #750, Oakland, CA 94612~~Applicable

(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 (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
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant	PPYAU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	PPYA	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock	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 (§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 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 1.01

Entry into a Material Definitive Agreement

On January 14, 2025, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), held a special meeting in lieu of annual meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved (i) an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to extend the date by which the Company has to consummate a business combination (the “Combination Period”) from January 19, 2025 to December 19, 2025 (or such earlier date as determined by the Company’s Board of Directors); and (ii) an amendment to the Company’s investment management trust agreement, dated January 13, 2022, with Continental Stock Transfer & Trust Company, as trustee (the “IMTA”), to allow the trustee to liquidate the trust account (as amended, the “Trust Account”) established in connection with the Company’s initial public offering (“IPO”) at such time as may be determined by the Company as set forth in the Charter Amendment (the “IMTA Amendment”).

The Charter Amendment was filed with the Delaware Secretary of State on January 14, 2025, and in connection therewith, the Company entered into the IMTA Amendment to extend the term of the IMTA.

The foregoing descriptions of the Charter Amendment and the IMTA 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, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.01

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

AsOn ~~previously reported~~January 16, ~~on December 7~~2025, ~~2023,~~the ~~Papaya~~Company ~~Growth Opportunity~~received ~~Corp. I,~~ a ~~Delaware~~written ~~corporation~~notice (the “~~Company~~Notice”), ~~received~~from athe ~~letter~~Nasdaq ~~from~~Listing ~~the~~Qualifications ~~staff~~Department ~~(“Staff”) at~~of The Nasdaq Stock Market ~~notifying~~ (“Nasdaq”) that the Company’s ~~that,~~securities ~~for~~will ~~the~~be 30delisted ~~consecutive~~from ~~trading~~The ~~days~~Nasdaq ~~prior~~Stock toMarket ~~the~~by ~~date~~reason of the ~~Letter,~~failure of the Company~~’s common~~ ~~stock~~to ~~had~~complete ~~traded~~its atinitial business acombination ~~value~~by ~~below the minimum $50~~January 13,~~000,000~~ ~~“Market~~2025 ~~Value~~(36 ofmonths ~~Listed~~from ~~Securities”~~the ~~(“MVLS”) requirement~~effectiveness ~~set~~of ~~forth~~its inIPO ~~Nasdaq~~registration ~~Listing Rule 5450(b~~statement)~~(2)(A),~~ ~~which~~as is required ~~for~~by IM-5101-2. Accordingly, trading in ~~continued listing of~~ the Company’s ~~common~~Class A ~~stock on~~Common ~~The~~Stock, ~~Nasdaq~~Units ~~Global~~and ~~Market.~~Warrants ~~The~~will ~~Staff~~be ~~has~~suspended ~~determined~~at ~~that~~ the ~~Company~~opening ~~has~~of ~~regained~~business ~~compliance,~~on ~~accordingly~~January 23, 2025 ~~the~~and ~~Staff~~a ~~has~~Form 25-NSE will ~~indicated~~be ~~that the~~filed ~~matter~~by isNasdaq ~~closed.~~with Onthe ~~June~~Securities 5,and ~~2024~~Exchange Commission, ~~the~~which ~~Company~~will ~~was~~remove ~~notified that~~ the Company’s securities ~~were~~from ~~transferred~~listing toand ~~the~~registration ~~Nasdaq~~on ~~Capital Market at~~ the ~~opening~~Nasdaq ofStock ~~business on May 24, 2024~~Market.

~~Also~~After ondelisting ~~June~~from 5Nasdaq, ~~2024,~~ the Company ~~received~~expects its aClass A ~~notice~~Common ~~(the~~Stock, ~~"Notice") from~~Units ~~the~~and ~~Staff~~Warrants ~~stating~~to ~~that~~be ~~the~~quoted ~~Company~~on isthe Pink ~~not~~Open inMarket ~~compliance~~operated ~~with~~on ~~Nasdaq~~The ~~Listing~~OTC ~~Rule~~Market ~~5250(c)(1)~~systems (~~the~~ "~~Rule~~OTC Market") ~~because~~ itunder ~~has not timely filed its Quarterly Report on Form 10-Q for~~ the ~~period~~symbols ~~ended March 31~~"PPYA,” ~~2024~~“PPYAU” ~~(the~~and “PPYAW,"~~Form~~ ~~10-Q") with the U~~respectively.S. ~~Securities~~There ~~and~~is ~~Exchange~~no ~~Commission~~guarantee, ~~(the~~however, that ~~"SEC"). The~~a ~~Rule~~broker ~~requires~~will ~~listed~~continue ~~companies~~ to ~~timely file~~make ~~all~~a ~~required~~market ~~periodic~~in ~~financial reports with~~ the ~~SEC. The~~ Company’s issecurities ~~working~~or ~~diligently~~that totrading ~~finalize~~thereof ~~the~~will ~~financial~~continue ~~statements~~on ~~and~~the OTC toMarket ~~file~~or ~~the Form 10-Q as soon as practicable~~otherwise.

~~Under~~Notwithstanding ~~Nasdaq rules,~~ the ~~Company~~delisting ~~has~~of ~~60 calendar days from~~ the ~~date~~Company’s ofsecurities ~~the~~from ~~Notice~~Nasdaq, orit ~~until~~remains ~~August 5, 2024, to submit a plan to regain compliance with~~ the ~~Rule.~~intention Ifof ~~Nasdaq accepts~~ the Company's ~~plan,~~to ~~then Nasdaq~~continue ~~may~~to ~~grant~~pursue an ~~exception~~initial ofbusiness upcombination toas ~~180~~well ~~calendar~~as ~~days from~~ the listing ~~due~~of ~~date~~its ofCommon ~~the~~Stock ~~Form~~and ~~10-Q,~~Warrants oron ~~until~~The ~~November~~Nasdaq ~~18,~~Stock ~~2024,~~Market toin ~~regain~~connection ~~compliance~~therewith. However, there can be no assurance that an ~~Nasdaq~~initial ~~will~~business ~~accept~~combination ~~the~~will ~~Company's~~ultimately ~~plan~~be tosuccessful ~~regain compliance~~ or that the Company ~~will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company'~~’s ~~plan,~~securities ~~then the Company~~ will ~~have~~ultimately ~~the~~be ~~opportunity~~listed toon ~~appeal that decision to a~~ Nasdaq ~~hearings~~ in ~~panel~~connection therewith.

~~The~~Item ~~Notice~~5.03 ~~has~~Amendments noto ~~immediate~~Articles ~~effect~~of onIncorporation ~~the listing~~ or ~~trading~~Bylaws; ofChange ~~the Company's~~in ~~securities.~~ Fiscal Year

The information set forth in Item 71.01. ~~Regulation~~of FDthis Current ~~Disclosure~~Report on Form 8-K is incorporated herein by reference.

OnItem ~~June 7, 2024, the Company issued a press release announcing its receipt of the Notice~~5. ~~A copy of the press release is attached hereto as Exhibit 99~~07.1, ~~and~~Submission ~~is being furnished and shall not be deemed “filed” for the purposes~~ of ~~Section~~Matters ~~18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~a ~~liabilities~~Vote of ~~that~~Security Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.Holders

The information set forth in Item 91.01 ~~Financial~~of ~~Statements~~this Current ~~and~~Report ~~Exhibits~~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 (d)the ~~Exhibits~~“Adjournment Proposal”).

Exhibit No.		Description
99.1		Press Release, dated June 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Charter Amendment

SIGNATURE

Votes for				Votes against				Abstentions
	9,095,752				125,000				0

~~Pursuant~~IMTA ~~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.~~Amendment

Dated: June 7, 2024	PAPAYA GROWTH OPPORTUNITY CORP. I
Votes for				Votes against		Abstentions
		By:	/s/ Clay Whitehead
	9,095,752				125,000		0
		Name: Clay Whitehead
		Title: Chief Executive Officer

Adjournment Proposal

Votes for				Votes against				Abstentions
	9,095,752				125,000				0

Item 7.01

Regulation FD Disclosure.

In connection with the approval and implementation of the Charter Amendment, the holders of 620,479 shares of the Company’s Class A common stock issued in the IPO (“Public Shares”) exercised their right to redeem their shares for cash at a redemption price of approximately $11.33880803 per share, for an aggregate redemption amount of approximately $7.0 million. Following such redemptions, 90,050 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: January 17, 2025	PAPAYA GROWTH OPPORTUNITY CORP. I

	By:	/s/ Clay Whitehead
	Name:	Clay Whitehead
	Title:	Chief Executive Officer

Filing Compare · Papaya Growth Opportunity Corp. I