false
0001894057
0001894057
2024-06-05
2024-06-05
0001894057
dei:FormerAddressMember
2024-06-05
2024-06-05
0001894057
PPYA:UnitsEachConsistingOfOneShareOfClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember
2024-06-05
2024-06-05
0001894057
PPYA:SharesOfClassCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember
2024-06-05
2024-06-05
0001894057
PPYA:RedeemableWarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareIncludedAsPartOfUnitsMember
2024-06-05
2024-06-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 5, 2024
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 Broadway, #750, Oakland, CA 94612
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on December 7, 2023, Papaya Growth Opportunity
Corp. I, a Delaware corporation (the “Company”), received a letter from the staff (“Staff”)
at The Nasdaq Stock Market notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s
common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”)
requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock
on The Nasdaq Global Market. The Staff has determined that the Company has regained compliance, accordingly, the Staff has indicated that
the matter is closed. On June 5, 2024, the Company was notified that the Company’s securities were transferred to the Nasdaq Capital
Market at the opening of business on May 24, 2024.
Also on June 5, 2024, the Company received a notice (the "Notice")
from the Staff stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule")
because it has not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q")
with the U.S. Securities and Exchange Commission (the "SEC"). The Rule requires listed companies to timely
file all required periodic financial reports with the SEC. The Company is working diligently to finalize the financial statements and
to file the Form 10-Q as soon as practicable.
Under Nasdaq rules, the Company has 60 calendar days from the date
of the Notice, or until August 5, 2024, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then
Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 18, 2024, to regain compliance.
However, there can be no assurance that Nasdaq will accept the Company's plan to 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, then the
Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Notice has no immediate effect on the listing or trading of the
Company's securities.
Item 7.01. Regulation FD Disclosure.
On June 7, 2024, the Company issued a press release announcing
its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1, and is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: June 7, 2024 |
PAPAYA GROWTH OPPORTUNITY CORP. I |
|
|
|
|
|
|
By: |
/s/ Clay Whitehead |
|
|
Name: Clay Whitehead |
|
|
Title: Chief Executive Officer |
Exhibit 99.1
Papaya Growth Opportunity Corp. I Receives Expected
Notice from Nasdaq Regarding Delayed Quarterly Filing
Oakland, CA, June 7, 2024 -- Papaya Growth Opportunity Corp.
I (NASDAQ: PPYA) (the "Company") announced today that it received a notice ("Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)
(the "Rule") because the Company failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
(the "Form 10-Q") with the Securities and Exchange Commission ("SEC"). The Notice has no immediate effect on the listing
or trading of the Company's securities on Nasdaq. The Company is working diligently to finalize the financial statements and to file the
Form 10-Q as soon as practicable.
Under Nasdaq rules, the Company has 60 calendar days from the date
of the Notice, or until August 5, 2024, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then
Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 18, 2024, to regain compliance.
ABOUT PAPAYA GROWTH OPPORTUNITY CORP. I
The Company is a blank check company formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
The Company has not selected any specific business combination target. The Company is supported by an executive team led by Chief Executive
Officer Clay Whitehead, President Alexander Spiro, and Chief Financial Officer and Secretary Daniel Rogers.
FORWARD-LOOKING STATEMENTS
This press release may include, and oral statements made from time
to time by representatives of the Company may include, "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements
of historical fact included in this press release are forward-looking statements. When used in this press release, words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons
acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration
statement and prospectus for the Company's initial public offering filed with the SEC. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Papaya
Growth Opportunity Corp. I
Clay Whitehead
Chief Executive Officer
Email: clay@papayagrowth.com
v3.24.1.1.u2
Cover
|
Jun. 05, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 05, 2024
|
Entity File Number |
001-41223
|
Entity Registrant Name |
PAPAYA GROWTH OPPORTUNITY CORP. I
|
Entity Central Index Key |
0001894057
|
Entity Tax Identification Number |
87-3071107
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3500 South Dupont Highway
|
Entity Address, Address Line Two |
Suite HX-102
|
Entity Address, City or Town |
Dover
|
Entity Address, State or Province |
DE
|
Entity Address, Postal Zip Code |
19901
|
City Area Code |
510
|
Local Phone Number |
214-3750
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units Each Consisting Of One Share Of Class Common Stock Par Value 0. 0001 Per Share And Onehalf Of One Redeemable Warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units,
each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
|
Trading Symbol |
PPYAU
|
Security Exchange Name |
NASDAQ
|
Shares Of Class Common Stock Par Value 0. 0001 Per Share Included As Part Of Units [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class
A common stock, par value $0.0001 per share
|
Trading Symbol |
PPYA
|
Security Exchange Name |
NASDAQ
|
Redeemable Warrants Each Exercisable For One Share Of Class Common Stock For 11. 50 Per Share Included As Part Of Units [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Warrants,
each whole warrant exercisable for one share of Class A common stock
|
Trading Symbol |
PPYAW
|
Security Exchange Name |
NASDAQ
|
Former Address [Member] |
|
Document Information [Line Items] |
|
Entity Address, Address Line One |
2201 Broadway, #750
|
Entity Address, City or Town |
Oakland
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94612
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PPYA_UnitsEachConsistingOfOneShareOfClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PPYA_SharesOfClassCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PPYA_RedeemableWarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareIncludedAsPartOfUnitsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Papaya Growth Opportunit... (NASDAQ:PPYAW)
Historical Stock Chart
From Sep 2024 to Oct 2024
Papaya Growth Opportunit... (NASDAQ:PPYAW)
Historical Stock Chart
From Oct 2023 to Oct 2024