Papaya Growth Opportunity Corp. I Terminates Material Agreement

TL;DR

Papaya Growth Opportunity Corp. I just terminated a big deal. What's next?

AI Summary

Papaya Growth Opportunity Corp. I announced on September 26, 2025, the termination of a material definitive agreement. The company, incorporated in Delaware, filed its 8-K report on October 2, 2025, detailing this event. No specific details regarding the agreement or the counterparty were provided in the filing.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial outlook, potentially affecting its ability to execute its business plan.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's future plans and potential financial implications.

Key Players & Entities

• Papaya Growth Opportunity Corp. I (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported
• October 2, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — g of one share of Class A common stock, $0.0001 par value per share, and one-half of on

Filing Documents

• tm2527759d1_8k.htm (8-K) — 56KB
• tm2527759d1_ex2-1.htm (EX-2.1) — 79KB
• tm2527759d1_ex10-1.htm (EX-10.1) — 18KB
• tm2527759d1_ex10-2.htm (EX-10.2) — 33KB
• tm2527759d1_ex10-3.htm (EX-10.3) — 17KB
• 0001104659-25-096145.txt ( ) — 461KB
• ppya-20250926.xsd (EX-101.SCH) — 4KB
• ppya-20250926_def.xml (EX-101.DEF) — 27KB
• ppya-20250926_lab.xml (EX-101.LAB) — 37KB
• ppya-20250926_pre.xml (EX-101.PRE) — 26KB
• tm2527759d1_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Amended Business Combination Agreement As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") on April 25, 2025, Papaya Growth Opportunity Corp. I, a Delaware corporation (" SPAC "), entered into a business combination agreement (as it may be amended or restated from time to time, the " Business Combination Agreement ") on April 21, 2025, with Forbes & Manhattan Resources Inc., a company incorporated under the laws of the Province of Ontario, Canada (" F&M ") and F&M Merger Sub 1 Inc., a Delaware corporation (" Merger Sub "), pursuant to which Merger Sub would merge with SPAC (the " Merger "), with the SPAC surviving the Merger (as such surviving corporation, the " Surviving Corporation "), and would have become a direct subsidiary of F&M (collectively, the " Business Combination "). On September 26, 2025, SPAC, F&M, Merger Sub and 2744026 Alberta Ltd., a corporation incorporated under the laws of the Province of Alberta (the " Company "), entered into an amendment to the Business Combination Agreement (the " Business Combination Agreement Amendment "), pursuant to which (i) F&M assigned to the Company, and the Company assumed, all of F&M's rights and obligations under the Business Combination Agreement, (ii) Merger Sub will be replaced by a new subsidiary entity formed by the Company in Delaware, (iii) the Outside Date (as defined in the Business Combination Agreement) is extended by one year to December 31, 2026, and (iv) certain other technical and conforming changes were made to reflect the new structure and parties. The material terms of the Business Combination otherwise remain unchanged. The Business Combination Agreement Amendment has been unanimously approved by the independent directors of the SPAC. The foregoing description of the Business Combination and the Business Combination Agreement Amendment does not purport to be complet

02

Item 1.02 Termination of Company Shareholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement Amendment, SPAC, F&M, and the shareholders of F&M party thereto entered into a Termination Agreement (the " Termination Agreement "), pursuant to which the Company Shareholder Support Agreement, dated as of April 21, 2025 (the " Support Agreement ") was terminated in full and is of no further force or effect, with no further obligations among the parties thereto. The foregoing description of the Termination Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 10.3 hereto. Additional Information and Where to Find It This Current Report on Form 8-K relates to the Business Combination, but does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. The Company intends to file with the SEC a registration statement on Form F-4 relating to the Business Combination that will include a proxy statement of SPAC and a prospectus of the Company. When available, the definitive proxy statement/prospectus and other relevant materials will be sent to all SPAC stockholders as of a record date to be established for voting on the Business Combination Agreement, the Merger, the other transactions included in the Business Combination. SPAC also will file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and securities holders of SPAC are urged to read the registration the Business Combination as they become available because they will contain important information about SP

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination between SPAC and the Company, including statements regarding the anticipated benefits of the transaction, the Company or SPAC's expectations concerning the outlook for the Company's business, productivity, plans and goals for product launches, deliveries and future operational improvement and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the Surviving Corporation. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are their managements' current predictions, projections and other result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this document, should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against SPAC, the Surviving Corporation or ot

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description 2.1 Amendment No. 1 to Business Combination Agreement, dated September 26, 2025, by and among SPAC, F&M, Merger Sub and Company. 10.1 Release Agreement , dated as of September 26, 2025, by and among SPAC, F&M and Merger Sub. 10.2 Amendment No. 1 to Sponsor Support and Exchange Agreement, dated as of September 26, 2025, by and among SPAC, Sponsor, F&M, Company and Merger Sub. 10.3 Termination Agreement, dated as of September 26, 2025, by and among SPAC, F&M and the shareholders party thereto. 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. PAPAYA GROWTH OPPORTUNITY CORP. I By: /s/ Clay Whitehead Name: Clay Whitehead Title: Chief Executive Officer Dated: October 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR