
(Mark One) (Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe registrant was required to submit such files). Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ As of December 8, 2025, there were8,984,425 shares of ClassA common stock, $0.0001 par value, and no shares of ClassBcommon stock, $0.0001 par value, issued and outstanding. PAPAYA GROWTH OPPORTUNITY CORP. IQuarterly Report on Form10-Q TABLE OF CONTENTS PagePART1– FINANCIAL INFORMATION2Item1.Interim Financial Statements2Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December31, 20242Unaudited Condensed Statements of Operations for the three months ended March 31, 2025 and20243Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three months endedMarch 31, 2025 and 20244Unaudited Condensed Statements of Cash Flows for the threemonths ended March 31, 2025 and20245Notesto Unaudited Condensed Financial Statements6Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item3.Quantitative and Qualitative Disclosures about Market Risk27Item4.Control and Procedures27PARTII– OTHER INFORMATION29Item1.Legal Proceedings29Item1A.Risk Factors29Item2.Unregistered Sales of Equity Securities and Use of Proceeds29Item3.Defaults Upon Senior Securities30Item4.Mine Safety Disclosures30Item5.Other Information30Item6.Exhibits30SIGNATURES31 PARTI– FINANCIAL INFORMATION PAPAYA GROWTH OPPORTUNITY CORP. ICONDENSED BALANCE SHEETS PAPAYA GROWTH OPPORTUNITY CORP. IUNAUDITED CONDENSED STATEMENTS OF OPERATIONS PAPAYA GROWTH OPPORTUNITY CORP. IUNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2025 PAPAYA GROWTH OPPORTUNITY CORP. IUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS PAPAYA GROWTH OPPORTUNITY CORP. INOTESTO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2025 (UNAUDITED) Note1—Description of Organization, Business Operations and Liquidity Papaya Growth Opportunity Corp. I (the “Company”) was incorporated in Delaware on October8, 2021. TheCompany is a blank check company formed for the purpose of entering into a merger, share exchange, assetacquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or morebusinesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating aBusiness Combination. The Company is an early stage and emerging growth company and, as such, the Company issubject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2025, the Company had not commenced any operations. All activity from October8, 2021(inception) through March 31, 2025, relates to the Company’s formation and Initial Public Offering (“IPO”), which isdescribed below and, since the IPO, the search for a prospective Business Combination. The Company will notgenerate any operating revenues until after the completion of its initial Business Combination, at the earliest. TheCompany will generate non-operating income in the form of interest income earned on investments from the proceedsderived from the IPO held in the Trust Account (defined below). The registration statement for the Company’s IPOwas declared effective on January13, 2022. On January19, 2022, the Company consummated the IPO of 25,000,000units (“Units”), including shares of ClassA common stock in the Units offered (the “Public Shares”), at $10.00 perUnit, generating gross proceeds of $250,000,000, which is discussed in