PAPAYA GROWTH OPPORTUNITY CORP. I Quarterly Report on Form 10-Q
PAPAYA GROWTH OPPORTUNITY CORP. I Quarterly Report on Form 10-Q
Papaya Growth Opportunity Corp. I, a Delaware corporation, filed its quarterly report on Form 10-Q for the period ended September 30, 2025. The company reported a net loss of $1.4 million for the three months ended September 30, 2025, compared to a net loss of $1.1 million for the same period in 2024. As of September 30, 2025, the company had a cash balance of $1.3 million and total assets of $1.4 million, compared to a cash balance of $2.1 million and total assets of $2.3 million as of December 31, 2024. The company’s unaudited condensed balance sheet as of September 30, 2025, shows total liabilities of $1.1 million and total stockholders’ deficit of $0.7 million. The company’s management’s discussion and analysis of financial condition and results of operations provides an overview of the company’s financial performance and highlights the challenges it faces in its business.
Overview
We are a blank check company formed in October 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While we may pursue an acquisition opportunity in any industry, we intend to focus on industries that complement our management’s background. We may pursue a transaction in which our existing stockholders would own a minority interest in the post-business combination company.
Recent Developments
- On April 21, 2025, the Company entered into a business combination agreement with Forbes & Manhattan Resources Inc. (“F&M”) to combine the companies.
- On September 26, 2025, the agreement was amended such that F&M assigned its rights and obligations to 2744026 Alberta Ltd. (“Alberta”).
- On June 12, 2026, Alberta provided notice to terminate the business combination agreement, which the Company disputes.
- In November 2025, the Company’s stockholders approved amendments to extend the deadline to complete a business combination to December 19, 2026.
Results of Operations
The key financial results are summarized in the table below:
| Metric | Q3 2025 | 9M 2025 | Q3 2024 | 9M 2024 |
|---|---|---|---|---|
| Net Loss | $369,023 | $2,167,107 | $332,277 | $933,491 |
| Operating Expenses | $376,000 | $2,193,726 | $405,352 | $1,217,702 |
| Interest Income | $9,026 | $36,515 | $89,718 | $375,649 |
| Income Tax Expense | $2,049 | $9,896 | $16,643 | $91,438 |
The Company has not generated any revenue to date, with its activities focused on organizational, IPO preparation, and identifying a target for a business combination. Operating expenses are primarily for general and administrative costs. The Company earns interest income on the funds held in its trust account.
Liquidity and Capital Resources
As of September 30, 2025, the Company had $48,854 in cash held outside the trust account. The Company has obtained working capital loans from its sponsor totaling $4 million to fund operations.
The Company will need to raise additional capital to complete a business combination, as the funds in the trust account may not be sufficient. There is substantial doubt about the Company’s ability to continue as a going concern if it is unable to secure additional financing.
Key Accounting Policies
The Company has identified the following critical accounting policies:
- Warrant Liabilities: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms.
- Common Stock Subject to Possible Redemption: The Company classifies common stock subject to possible redemption as temporary equity.
- Net Loss Per Share: The Company applies the two-class method in calculating earnings per share.
Overall, the Company continues to work towards completing a business combination, but faces uncertainty around the termination of its current agreement and the need for additional financing. The Company’s financial performance has been characterized by operating losses as it has not yet generated any revenue.