{"url_path":"/sec/cik-0001894057/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1894057/0001104659-26-075911-index.html","accession_number":"0001104659-26-075911","cik":"0001894057","ticker":null,"issuer_name":"Papaya Growth Opportunity Corp. I","edgar_url":"https://www.sec.gov/Archives/edgar/data/1894057/0001104659-26-075911-index.html","primary_entity_key":"0001894057","primary_entity_name":"Papaya Growth Opportunity Corp. I"},"word_count":697,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities**\n\nOn January 19, 2022, we consummated our IPO of 28,750,000 units, including 3,750,000 units issued pursuant to the full exercise of the underwriter’s over-allotment option. Each unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $287,500,000.\n\nCantor acted as the sole bookrunner for the IPO. The units sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261317), which was declared effective by the SEC on January 13, 2022.\n\nSimultaneously with the closing of the IPO, we completed the private sale of an aggregate of 1,365,500 Private Placement Units (1,115,500 Private Placement Units to our Sponsor, 212,500 Private Placement Units to Cantor and 37,500 Private Placement Units to CCM) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $13,655,000, pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nOffering costs for the initial public offering amounted to $20,697,498, consisting of $5,000,000 of upfront underwriting fees, $15,125,000 of deferred underwriting fees payable (which were held in the Trust Account), and $572,498 of other offering costs. The $15,125,000 of deferred underwriting fees payable was contingent upon the consummation of a business combination, subject to the terms of the underwriting agreement. On April 21, 2025, Cantor and CCM agreed to waive their entitlement to the deferred underwriting commissions of $15,125,000 owed or payable to Cantor and CCM pursuant to the underwriting agreement.\n\nA total of $293,250,000, comprised of the proceeds from the IPO after offering expenses and a portion of the proceeds of the sale of the Private Placement Units, was initially placed in the Trust Account. The proceeds held in the Trust Account may be invested by the trustee only in (i) interest - bearing bank demand deposit accounts, (ii) uninvested, (iii) U.S. government securities with a maturity of 185 days or less or (iv) money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.\n\nOn April 12, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 18,885,901 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.3988 per share, for an aggregate redemption amount of approximately $196,390,058. On August 30, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 7,560,892 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.6897 per share, for an aggregate redemption amount of approximately $80,823,312. On February 16, 2024, The Company held a special meeting of stockholders in connection with the holders of 1,592,678 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.9438 per share, for an aggregate redemption amount of approximately $17,430,007. On January 14, 2025, the Company held a special meeting of stockholders in connection with which the holders of 620,479 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.34 per share, for an aggregate redemption amount of approximately $7,035,492. In connection with the approval and implementation of the November Charter Amendment, the holders of 61,828 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.46 per share, for an aggregate redemption amount of approximately $0.7 million. Following such redemptions, 28,222 Public Shares remain outstanding. As of June 30, 2025, $1,013,381 remains in the Trust Account.\n\n30\n\n[Table of Contents](#TOC)\n\nFor a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q."}