Overview

Papaya is 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. The company has not engaged in any operations or generated any revenue to date, and its only activities have been organizational and preparing for its initial public offering (IPO). Papaya expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful.

Recent Developments

On April 21, 2025, Papaya announced the execution of a business combination agreement with Forbes & Manhattan Resources Inc. (F&M), a company incorporated in Ontario, Canada. Pursuant to the agreement, Papaya will combine with a subsidiary of F&M in a series of transactions that will result in Papaya becoming a direct subsidiary of F&M.

On September 26, 2025, the agreement was amended, with F&M assigning its rights and obligations to 2744026 Alberta Ltd., a corporation incorporated in Alberta, Canada. The material terms of the business combination otherwise remain unchanged.

On November 11, 2025, Papaya’s stockholders approved amendments to extend the deadline to consummate a business combination to December 19, 2026.

Results of Operations

Papaya has not engaged in any operations or generated any revenue to date. Its only activities have been organizational, preparing for the IPO, and identifying a target company for a business combination. Papaya incurs expenses as a result of being a public company, as well as for due diligence expenses.

For the three months ended March 31, 2025, Papaya had a net loss of $881,821, driven by $894,550 in operating expenses, $18,512 in interest income on the trust account, and $5,783 in income tax expense.

For the three months ended March 31, 2024, Papaya had a net loss of $395,973, driven by $546,717 in operating expenses, $196,744 in interest income on the trust account, and $46,000 in income tax expense.

Liquidity and Capital Resources

As of March 31, 2025, Papaya had $6,252 in cash held outside of the trust account. The company intends to use these funds primarily to identify and evaluate target businesses, perform due diligence, and structure, negotiate and complete a business combination.

Papaya will need to raise additional capital through loans or investments from its sponsor, stockholders, officers, directors, or third parties to meet its working capital needs. The company has issued promissory notes to its sponsor for up to $2.8 million and $1.2 million, which are due upon completion of a business combination. As of March 31, 2025, Papaya has borrowed the full amounts under these notes.

The company’s ability to continue as a going concern for a reasonable period of time is in substantial doubt, as it may not be able to obtain additional financing on commercially acceptable terms, if at all.

Related Party Transactions

Papaya has engaged in various related party transactions, including:

• Founder shares issued to the sponsor
• Working capital loans from the sponsor
• Support services agreement with the sponsor
• Registration rights agreement with the sponsor
• Waiver of deferred underwriting commissions by the IPO underwriters

Critical Accounting Policies

Papaya has identified the following critical accounting policies:

• Warrant liabilities: Accounting for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms.
• Common stock subject to possible redemption: Classifying common stock as temporary equity or permanent equity based on redemption rights.
• Net income (loss) per share: Applying the two-class method in calculating earnings per share.

Outlook

Papaya continues to pursue its plans to complete a business combination, but cannot assure that its efforts will be successful. The company’s ability to continue as a going concern is in substantial doubt due to its need for additional financing. Papaya will need to raise more capital or find alternative sources of funding to meet its working capital requirements and execute its business combination strategy.