Papaya Growth Opportunity Corp. I

PPYA

Overview

PPYA is an early-stage blank-check company (a SPAC) incorporated in Delaware. Its purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or other business combination with one or more target businesses (the initial business combination).

Business model

• Raise funds into a trust account and use those funds, along with private placements, debt, or other financing, to complete an initial business combination.
• If a target is identified, the post-transaction entity may be structured so the company owns 50% or more of the target or a controlling interest, while avoiding classification as an investment company under the Investment Company Act.
• If no business combination is completed by the deadline, public shares are redeemed for cash from the trust and the company liquidates; warrants will expire worthless.
• Public stockholders have redemption rights for cash at a price equal to the trust assets per share, subject to certain conditions.

Financials and capitalization

• IPO: January 19, 2022 — 28,750,000 units sold at $10.00 per unit; gross proceeds $287.5 million.
• Private placement: 1,365,500 private placement units at $10.00 per unit; gross proceeds $13.655 million.
• Trust account at inception: approximately $293.25 million (after offering expenses and some redemptions).
• Redemptions and extensions:
  • April 12, 2023: redeemed 18,885,901 public shares (~$196.39 million); 9,864,099 public shares remained.
  • August 30, 2023: redeemed 7,560,892 public shares (~$80.82 million); 2,303,207 public shares remained.
  • November 11, 2025: board-approved amendments to extend the Combination Period to December 19, 2026; redeemed 61,828 public shares (~$0.7 million); 28,222 public shares remained.
• Cash and working capital:
  • As of December 31, 2025: approximately $11,130 in cash held outside the trust; working capital deficit of $7,070,838.
  • As of September 30, 2026: approximately $308,000 remained in the trust account.
• Market listing: securities were delisted from Nasdaq in January 2025 and moved to the OTC market (tickers PPYA for units, PPYAU for Class A stock, PPYAW for warrants).
• Management indicated an intention to seek shareholder approval to extend the Combination Period to December 19, 2026; that extension had not been approved as of the reporting period.

Governance and control

• Sponsor ownership: the sponsor held about 96.9% of outstanding shares (including founder and private placement shares). Sponsor ownership aligns management and certain independent directors with founder/private placement interests.
• Founder shares and private placement warrants: founder shares were purchased for a nominal price; private placement units/warrants include transfer restrictions.
• Sponsor transaction: in December 2023 the sponsor transferred 5,054,574 Class B shares to Antara Capital Total Return SPAC Master Fund LP. The acquirer agreed to assume certain costs and liabilities related to extending the term and ongoing operating costs.

Recent business combination activity

• April 21, 2025: entered a Business Combination Agreement with Forbes & Manhattan Resources Inc. (F&M) and related entities to effect a merger and have the Surviving Corporation become a direct subsidiary of a new or reorganized entity.
• Amendments to the agreement were executed on June 26, 2025 and September 26, 2025 to reflect structural changes, including Alberta’s involvement and replacement of Merger Sub with a new Delaware subsidiary; the Outside Date was extended to December 31, 2026.
• June 12, 2026: Alberta, a party to the Business Combination Agreement, issued a Notice of Termination purporting to terminate the agreement; the company disputes that termination. The termination claim and the company’s dispute are ongoing.

Target focus

• Seeks businesses that can benefit from going public via a SPAC structure, with emphasis on growth potential, large addressable markets, clear business moats, and strong leadership.
• Not limited to a single industry or region; historically emphasizes size and scale suitable for post-deal liquidity and governance appropriate for a public company.

Operations and employees

• The company has no operating business and had not generated revenue prior to a completed business combination.
• Employees: three officers and no full-time employees prior to completion of a business combination.

Strategic and structural notes

• Investment criteria emphasize leadership, large addressable markets, durable business models, competitive advantages, reasonable valuation, and ESG considerations.
• Transaction financing may include debt, equity, or other arrangements; issuing additional shares to finance a deal could dilute existing shareholders.
• Key risks include geopolitical and country risk, competition from other SPACs and private equity, and the potential inability to secure sufficient financing to complete a deal.
• Forum provisions specify Delaware courts for charter disputes and New York courts for warrant agreements; enforceability of these provisions may be subject to challenge.

Snapshot

• Operations: none to date; no revenue or income reported.
• People: three officers; no full-time staff prior to a completed combination.
• Capital: initial gross proceeds from IPO and private placement of about $301–304 million; trust assets at inception around $293.25 million; trust balance approximately $308,000 as of September 30, 2026.
• Liquidation risk: if no business combination is completed by December 19, 2026, the company will redeem public shares and liquidate, with warrants expiring worthless.
• Current status: originally pursuing a business combination with F&M; Alberta issued a termination notice in June 2026, which the company disputes. The company remains active in deal discussions, extensions, and governance matters; trading is on the OTC market.