Item 1.01 Entry into a Material Definitive Agreement

On April 12, 2023, 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 7.01. Regulation FD Disclosure.

In connection with the approval and implementation of the Charter Amendment, the holders of 18,885,901 shares of Class A common stock of the Company ("Class A Shares") exercised their right to redeem their shares for cash at a redemption price of approximately $10.3988 per share, for an aggregate redemption amount of approximately $196,390,058. Following such redemptions, 9,864,099 public Class A 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
  10.2          Promissory Note
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source Glimpses