PPYAU Papaya Growth Opportunity Corporation I

On April 12, 2023, Papaya Growth Opportunity Corp. I, a Delaware corporation (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.