PPYAW Papaya Growth Opportunity Corporation I

 

 

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

 

Exhibit No.		Description
99.1		Press Release, dated June 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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

 

 

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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
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Pre-commencement Issuer Tender Offer	false
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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

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