Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K, Papaya Growth
Opportunity Corp. I (the "Company") consummated its initial public offering (the
"IPO") of 28,750,000 units (the "Units"), including 3,750,000 Units issued
pursuant to the full exercise of the underwriter's over-allotment option, on
January 19, 2022. Each Unit consists of one share of Class A common stock of the
Company, par value $0.0001 per share ("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. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $287,500,000.
Simultaneously with the consummation of the IPO, the Company completed the
private sale (the "Private Placement") of an aggregate of 1,365,500 units (the
"Placement Units") (1,115,500 Placement Units to Papaya Growth Opportunity I
Sponsor, LLC (the "Sponsor"), 212,500 Placement Units to Cantor Fitzgerald & Co.
("Cantor") and 37,500 Placement Units to J.V.B. Financial Group, LLC on behalf
of its Cohen & Company Capital Markets division) at a purchase price of $10.00
per Placement Unit, generating gross proceeds to the Company of $13,655,000. In
connection with the IPO, Cantor exercised its over-allotment option in full and,
as a result, the Sponsor will not be forfeiting any shares of Class B common
stock of the Company, par value $0.0001 (the "Founder Shares"), and will
continue holding 7,528,875 Founder Shares.
A total of $293,250,000, comprised of the proceeds from the IPO after offering
expenses and a portion of the proceeds of sale of the Placement Units, was
placed in a U.S.-based trust account (the "Trust Account") maintained by
Continental Stock Transfer & Trust Company, acting as trustee.
As of January 19, 2022, the balance of the Trust Account was $293,250,000.
Except with respect to interest earned on the funds held in the Trust Account
that may be released to the Company to pay its taxes (less up to $100,000
interest to pay dissolution expenses), if any, the funds held in the Trust
Account will not be released from the Trust Account until the earliest to occur
of: (i) the completion of an initial business combination; (ii) the redemption
of any public shares properly submitted in connection with a stockholder vote to
amend the Company's amended and restated certificate of incorporation (A) to
modify the substance or timing of the Company's obligation to offer redemption
rights in connection with any proposed initial business combination or certain
amendments to our charter prior thereto or to redeem 100% of the Company's
public shares if the Company does not complete its initial business combination
within 15 months from the closing of IPO (which is extendable at the Sponsor's
option to up to 21 months as described in the Registration Statement on Form S-1
(File No. 333-261317), as amended (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on November 24,
2021), or (B) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity; and (iii) the redemption of
the Company's public shares if the Company has not completed an initial business
combination within 15 months from the closing of the IPO (which is extendable at
our Sponsor's option to up to 21 months as described in the Registration
Statement), subject to applicable law.
An audited balance sheet as of January 19, 2022 reflecting receipt of the
proceeds upon consummation of the IPO, including the Private Placement has been
issued by the Company and is included as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
Exhibit No. Description
99.1 Audited Balance Sheet as of January 19, 2022.
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PAPAYA GROWTH OPPORTUNITY CORP. I 
