PAPAYA GROWTH OPPORTUNITY CORP. I : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2022, Papaya Growth Opportunity Corp. I (the "Company") consummated its initial public offering (the "IPO") of 28,750,000 units (the "Units"), including 3,750,000 Units issued pursuant to the full exercise of the underwriters' 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 ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-261317) related to the IPO, initially filed with the U.S. Securities and Exchange Commission (the "Commission") on November 24, 2021 (as amended, the "Registration Statement"):

       ?   An Underwriting Agreement (the "Underwriting Agreement"), dated January
           13, 2022, by and between the Company and Cantor Fitzgerald & Co.
           ("Underwriter"), as representative of the several underwriters, a copy
           of which is attached as Exhibit 1.1 hereto and incorporated herein by
           reference.




       ?   A Second Amended and Restated Certificate of Incorporation of the
           Company, a copy of which is attached as Exhibit 3.1 hereto and
           incorporated by reference.

       ?   A Warrant Agreement, dated January 13, 2022, by and between the Company
           and Continental Stock Transfer & Trust Company ("CST"), as warrant
           agent, a copy of which is attached as Exhibit 4.1 hereto and
           incorporated herein by reference.




       ?   A Letter Agreement, dated January 13, 2022, by and among the Company,
           its officers, its directors and Sponsor, a copy of which is attached as
           Exhibit 10.1 hereto and incorporated herein by reference.




       ?   An Investment Management Trust Agreement, dated January 13, 2022, by
           and between the Company and CST, as trustee, a copy of which is
           attached as Exhibit 10.2 hereto and incorporated herein by reference.




       ?   A Registration Rights Agreement, dated January 13, 2022, by and among
           the Company, Sponsor, Underwriter and J.V.B. Financial Group, LLC on
           behalf of its Cohen & Company Capital Markets division ("CCM"), a copy
           of which is attached as Exhibit 10.3 hereto and incorporated herein by
           reference.















       ?   A Private Placement Unit Subscription Agreement, dated January 13, 2022
           (the "Sponsor Private Placement Unit Subscription Agreement"), by and
           between the Company and the Sponsor, a copy of which is attached as
           Exhibit 10.4 hereto and incorporated herein by reference.




       ?   A Private Placement Unit Subscription Agreement, dated January 13, 2022
           (the "Underwriter Private Placement Unit Subscription Agreement"), by
           and between the Company and Underwriter, a copy of which is attached as
           Exhibit 10.5 hereto and incorporated herein by reference.

       ?   A Private Placement Unit Subscription Agreement, dated January 13, 2022
           (the "CCM Private Placement Unit Subscription Agreement" and together
           with the Sponsor Private Placement Unit Subscription Agreement and the
           Underwriter Private Placement Unit Subscription Agreement, the "Private
           Placement Unit Subscription Agreements"), by and between the Company
           and CCM, a copy of which is attached as Exhibit 10.6 hereto and
           incorporated herein by reference.

       ?   Indemnity Agreements, dated January 13, 2022 (the "Indemnity
           Agreements"), by and between the Company and each of the directors and
           officers of the Company, a form of which is attached as Exhibit 10.7
           hereto and incorporated herein by reference.

       ?   An Administrative Services Agreement, dated January 13, 2022, by and
           between the Company and the Sponsor, a copy of which is attached as
           Exhibit 10.8 hereto and incorporated herein by reference.


  Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Subscription Agreements, the Company completed the private sale of an aggregate of 1,365,500 units (the "Placement Units") (1,115,500 Placement Units to the Sponsor, 212,500 Placement Units to the Underwriter and 37,500 Placement Units to CCM) at a purchase price of $10.00 per Placement Unit, generating gross proceeds to the Company of $13,655,00. The Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

            Year

On January 13, 2022 and in connection with the IPO, the stockholders of the

Company approved and adopted the Company's Amended and Restated Certificate of

Incorporation (the "A&R COI"). The terms of the A&R COI are set forth in the

Registration Statement and are incorporated herein by reference. A copy of the

A&R COI is attached as Exhibit 3.1 hereto and incorporated herein by reference.

  Item      Other Events
  8.01.

A 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 Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be needed to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Company's public shares properly submitted in connection with a stockholder vote to amend the Company's amended and restated certificate of incorporation (a) that would affect the Company's public stockholders' ability to convert or sell their shares to the Company in connection with a business combination or to modify the substance of the Company's timing of its obligation to redeem 100% of the Company's public shares if it does not complete its initial business combination within 15 months, which is extendable at the Sponsor's option to up to 21 months (as set forth in the Registration Statement) (such period, the "Combination Period"), from the closing of the IPO or (b) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity and (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within the Combination Period, subject to applicable law.

In addition, the 7,528,875 shares of Class B common stock of the Company (the "Founder Shares") held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 956,250 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment option was not exercised in full. Since the underwriter exercised its over-allotment option in full, there are no longer any Founder Shares subject to forfeiture.

On January 13, 2022, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 19, 2022, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

  Item 9.01 Financial Statements and Exhibits.




  (d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.   Description

  1.1           Underwriting Agreement, dated January 13, 2022, by and between the
              Company and Cantor Fitzgerald & Co., as representative of the
              several underwriters.

  3.1           Second Amended and Restated Certificate of Incorporation of the
              Company.

  4.1           Warrant Agreement, dated January 13, 2022, by and between the
              Company and Continental Stock Transfer & Trust Company, as warrant
              agent.

  10.1          Letter Agreement, dated January 13, 2022, by and among the
              Company, its officers, its directors and Papaya Growth Opportunity I
              Sponsor, LLC.

  10.2          Investment Management Trust Agreement, dated January 13, 2022, by
              and between the Company and Continental Stock Transfer & Trust
              Company, as trustee.

  10.3          Registration Rights Agreement, dated January 13, 2022, by and
              among the Company, Papaya Growth Opportunity I Sponsor, LLC, Cantor
              Fitzgerald & Co and J.V.B. Financial Group, LLC on behalf of its
              Cohen & Company Capital Markets division.

  10.4          Private Placement Unit Subscription Agreement, dated January 13,
              2022, by and between the Company and Papaya Growth Opportunity I
              Sponsor, LLC.

  10.5          Private Placement Unit Subscription Agreement, dated January 13,
              2022, by and between the Company and Cantor Fitzgerald & Co.

  10.6          Private Placement Unit Subscription Agreement, dated January 13,
              2022, by and between the Company and J.V.B. Financial Group, LLC.

  10.7          Form of Indemnity Agreement, dated January 13, 2022, by and
              between the Company and each of the directors and officers of the
              Company.

  10.8          Administrative Services Agreement, dated January 13, 2022, by and
              between the Company and Papaya Growth Opportunity I Sponsor LLC.

  99.1          Press Release, dated January 13, 2022.

  99.2          Press Release, dated January 19, 2022.

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