Item 1.01 Entry into a Material Definitive Agreement
On April 12, 2023, Papaya Growth Opportunity Corp. I, a Delaware corporation
(the "Company"), held a special meeting of its stockholders (the "Special
Meeting"). As further described in Item 5.07 below, at the Special Meeting the
Company's stockholders approved (i) an amendment (the "IMTA Amendment") to the
Company's Investment Management Trust Agreement (the "IMTA"), dated January 13,
2022, with Continental Stock Transfer & Trust Company ("CST"), as trustee, and
(ii) an amendment to the Company's second amended and restated certificate of
incorporation, to extend the date by which the Company must consummate a
business combination transaction up to six (6) times for an additional one
(1) month each time, from April 19, 2023 to October 19, 2023 (the "Charter
Amendment"). The Charter Amendment was filed with the Delaware Secretary of
State on April 12, 2023, and in connection therewith, the Company and CST
entered into the IMTA Amendment to extend the term of the IMTA.
On April 17, 2023, the Company issued a promissory note (the "Promissory Note")
to Papaya Growth Opportunity I Sponsor, LLC (the "Lender"), the Company's
sponsor. Pursuant to the Promissory Note, the Lender agreed to loan the Company
up to an aggregate principal amount of $2.8 million. The Promissory Note is
non-interest bearing and all outstanding amounts under the Promissory Note will
be due on the date on which the Company consummates a business combination (the
"Maturity Date"). If the Company does not consummate a business combination, it
may use a portion of any funds held outside the trust account into which it has
placed the proceeds of its initial public offering (the "IPO") to repay the
Promissory Note; however, no proceeds from the trust account may be used for
such repayment. If such funds are insufficient to repay the Promissory Note, the
unpaid amounts would be forgiven. At the Maturity Date, Lender may receive, at
its option and in lieu of repayment in cash of all or any portion of the amount
outstanding under the Promissory Note, the same consideration to be received by
holders of the Company's Class A common stock at the closing of the Company's
initial business combination, on the basis of two (2) shares of Class A common
stock for each $10.00 loaned thereunder. As of the date hereof, the Company has
borrowed $331,185 under the Promissory Note.
The foregoing descriptions of the IMTA Amendment, the Charter Amendment and the
Promissory Note 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, 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
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 following proposals were considered and acted upon
by the stockholders of the Company: (a) a proposal to approve the Charter
Amendment to extend the termination date up to six (6) times for an additional
one (1) month each time, from April 19, 2023 to October 19, 2023 ("Proposal 1");
(b) a proposal to approve the IMTA Amendment to extend the term of the IMTA up
to six (6) times for an additional one (1) month each time, from April 19, 2023
to October 19, 2023 ("Proposal 2"); and (c) 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"). The number of votes cast for or against, as well as the
number of abstentions as to each proposal, are set forth below.
Proposal 1
Votes for Votes against Abstentions
27,367,112 216,388 0
Accordingly, Proposal 1 was approved.
Proposal 2
Votes for Votes against Abstentions
27,367,112 216,388 0
Accordingly, Proposal 2 was approved.
Adjournment Proposal
The stockholders approved an adjournment of the Special Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there were insufficient votes for, or otherwise in connection
with, Proposal 1 and Proposal 2.
Votes for Votes against Abstentions
27,367,112 216,388 0
Accordingly, the Adjournment Proposal was approved.
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
10.2 Promissory Note
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