Item 5.02. Election of Directors; Appointment of Certain Officers;
Departure of Directors or Certain Officers.
Effective December 8, 2022, Daniel Murillo and
Tim Schenk (the “Incoming Directors”) have been appointed directors of the Company. The size of the Board will be three following
the departure of the Departing Directors (as defined below) and appointment of the Incoming Directors. Mr. Clay Whitehead continues to
remain as a member of the Board.
In addition to being a director of the
Company, Daniel Murillo will chair the Company’s Compensation Committee and Tim Schenk will chair the Company’s Audit
Committee. Mr. Schenk will also act as the Non-Executive Chairperson of the Company.
Set forth below is a summary of the business backgrounds
of each of Messrs. Murillo and Schenk.
On December 5, 2022, Patrick Pohlen, Dave Yarnold,
Dee Dee Sklar, and Patricia Nakache (the “Departing Directors”) resigned as members of the Board of Directors (the “Board”)
of Papaya Growth Opportunity Corp. I (the “Company”) effective December 8, 2022. The Departing Directors have also resigned
from any respective committees of the Board to which they belonged effective December 8, 2022.
The Departing Directors’ resignations did
not result from any disagreements with the Company on any matter relating to its operations, policies, or practices.
Daniel Murillo has overseen investment
and operating activities at AQP Capital, including acquisitions, dispositions, capital raising, debt financing, property rehabilitation
and management since September 2015. His firm, AQP Capital, owns and manages over 1,300 units across more than 120 properties in Southern
California with a special focus on workforce multifamily properties. Prior to AQP Capital, Mr. Murillo served as CEO & Founder of
Little Black Bag from January 2011 to April 2014, as well as a Venture Capitalist at Greycroft Partners from August 2008 to December
2010. Additionally, Mr. Murillo currently serves on the Board of Directors of Soleil Academy, a Charter School in Lynwood, CA, is a member
of the Young Presidents Organization (YPO) Santa Monica Bay chapter and is a member of the Tocqueville Society of the United Way of Greater
Los Angeles. Mr. Murillo has a BA in Computer Science, Magna Cum Laude, from Amherst College and an MBA from the Stanford Graduate School
of Business.
Tim Schenk is an investment management professional
with over 20 years of experience. Mr. Schenk founded Kuleana Capital Management LLC, where he acts as President and Portfolio Manager,
in February 2016. Prior to founding Kuleana Capital Management, Mr. Schenk served as an investment professional at a number of hedge funds,
including Blue Ridge Capital from 2001 to 2006, White Elm Capital from 2007 to 2010, Newbrook Capital Advisors from 2011-2013, and Elmrox
Investment Group from 2014-2016. Mr. Schenk graduated with distinction from the McIntire School of Commerce at the University of Virginia
and earned his MBA from the Stanford Graduate School.
Committee Assignments
Prior to the resignations of the
Departing Directors contemplated by this 8-K, the Company’s audit committee of the board of directors consisted of Dee Dee
Sklar, Patricia Nakache and Patrick Pohlen, each of whom was an independent director. As a result of the resignation of the
Departing Directors, the former members of the audit committee were replaced by Daniel Murillo and Tim Schenk. Mr. Schenk is the
chairperson of the audit committee.
As a result of the resignations of the Departing
Directors, Dave Yarnold and Patrick Pohlen, the Company reconstituted the compensation committee of the board of directors to consist
of Daniel Murillo and Tim Schenk, each of whom is an independent director. Mr. Murillo is the chairperson of the compensation committee.
Related Party Transactions
Since February 1, 2022, the Company has paid Kuleana Capital Management, an affiliated entity with Mr. Schenk, approximately $14,900 a
month for certain consulting services to the Company. Kuleana Capital Management has received a total of $160,425.12 for its services.
The consulting arrangement with Kuleana Capital Management was terminated on December 7, 2022, upon Mr. Schenk's appointment to the Board
of Directors.