M&A - Papaya Growth Opportunity Corp. I

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925039474

Filing Summary: On April 21, 2025, Papaya Growth Opportunity Corp. I entered into a business combination agreement with Forbes & Manhattan Resources Inc. and F&M Merger Sub 1 Inc. under which Merger Sub will merge with SPAC, resulting in SPAC surviving the merger as a direct subsidiary of Forbes & Manhattan Resources Inc. The merger involves the automatic conversion of outstanding shares of Merger Sub's common stock into shares of Class A common stock of the surviving corporation. At the effective time of the merger, SPAC units will be detached, resulting in shareholders receiving shares of the surviving corporation and one-half of a public warrant. The business combination is subject to approval from shareholders and several closing conditions including regulatory approvals and an effective registration statement with the SEC. The agreement is valued at approximately $155 million, contingent upon the price of fuel oil at closing. Additional provisions include contingent consideration based on performance targets and customary representations and warranties from the involved parties. The merger aims to provide public access to the equity of the combined company and lays out complexities of rights and share distributions post-merger, addressing financial obligations and operational transitions.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036539

Filing Summary: On April 21, 2025, Papaya Growth Opportunity Corp. I and Forbes & Manhattan Resources Inc. jointly announced the execution of a business combination agreement. This agreement involves a series of transactions where Papaya will merge with F&M Merger Sub 1 Inc., becoming a direct subsidiary of F&M. The announcement emphasizes the future integration and operational plans post-merger, alongside implications for Papaya's shareholders, including upcoming filings with the SEC to provide necessary details for investor consideration.