PX Energy, an Expanding Vertically Integrated Refinery and Mining Operation Located in Southern Brazil, Intends to Go Public Through a Business Combination with Papaya Growth Opportunity Corp. I, Including a Committed $10 Million Investment

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Stan Bharti, Founder and President of Forbes & Manhattan, stated: “PX Energy has been a valuable asset and a cornerstone of our oil and gas strategy in Brazil. With its substantial reserve and resource base, along with a skilled and experienced team, we are confident that taking the company to public markets and partnering with Papaya will drive further growth in production and unlock significant opportunities for expansion.”

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Clay Whitehead, CEO of Papaya Growth Opportunity Corp. I, said: “We are extremely pleased to announce our business combination with PX, a profitable, integrated refined products manufacturer in Brazil. We formed Papaya to create value by bringing a successful company with a clear rationale for going public to the market. PX stood out as a compelling partner due to its strategic position in the Brazilian energy sector, strong financial performance, expansive mining concession, and clear opportunities for accretive growth. The PX team is deeply committed to operating safely, sustainably, and in a way that benefits the local and national communities it serves. We are excited to collaborate with Stan Bharti, Julian Bharti, Peter Tagliamonte, and the entire PX team as they continue to grow and deliver long-term value to shareholders.”

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Additional information about the proposed Transaction, including a copy of the BCA, will be available in PPYA’s Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (“SEC”) at www.sec.gov.

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More information about the proposed transaction will also be described in the Company’s registration statement on Form F-4, which will be filed with the SEC in connection with the Business Combination.

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Advisors
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as exclusive financial advisor, lead capital markets advisor, and lead private placement agent to PX. Greenberg Traurig, LLP is serving as U.S. legal counsel to PPYA and Pinheiro Neto is serving as Brazilian legal counsel to PPYA. Loeb & Loeb LLP is serving as U.S. legal counsel to PX.

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About PX Energy
PX Energy (www.pxenergy.com.br) operates a vertically integrated petroleum refining, recycling facility and mining operation in southern Brazil and has successfully been in continuous operation since the 1990s. PX Energy is specialized in the production of fuel oil, naphtha, LPG, fuel gas, sulfur, and fertilizer inputs. PX Energy has established itself as a global leader in oil shale research, exploration, and processing. The company is reinforcing its commitment to innovation, energy efficiency, and sustainable development in the refining sector. The company utilizes an advanced pyrolysis process, a heating method conducted in an oxygen-free environment, which efficiently extracts kerogen from oil shale. PX Energy’s infrastructure includes a modern mining facility, a pyrolysis reactor, oil processing units, and treatment systems, ensuring maximum operational efficiency while adhering to environmental standards. Since being acquired by Forbes & Manhattan from Petrobras in November 2022, PX Energy has experienced remarkable growth, and now produces over 1,500,000 barrels of oil equivalent per year. The company has expanded by approximately 40% between November 2022 and November 2024, reinforcing its commitment to innovation, energy efficiency, and sustainable growth.

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About Papaya Growth Opportunity Corp. I
Papaya Growth Opportunity Corp. I (“PPYA”) is a blank check company incorporated for the purpose of effecting a business combination (Special Purpose Acquisition Company or SPAC). PPYA is led by CEO and Director Clay Whitehead, founder of tech-focused Pomegranate Ventures. Prominent Manhattan prosecutor and current Partner of Quinn Emanual Urqhart & Sullivan, LLP, Alexander Spiro, serves as President of the SPAC.

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Forward-Looking Statements Legend

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This document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed transaction between PX and PPYA, including statements regarding the anticipated benefits of the transaction, the Company or PPYA’s expectations concerning the outlook for the Company’s business, productivity, plans and goals for product launches, deliveries and future operational improvement and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to the Company and PPYA, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this document, should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the BCA; (2) the outcome of any legal proceedings that may be instituted against PPYA, the combined company or others following the announcement of the Business Combination and the BCA; (3) the amount of redemption requests made by PPYA public shareholders and the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of PPYA, to obtain financing to complete the Business Combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards in connection with or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination; (8) costs related to the Business Combination; (9) risks associated with changes in laws or regulations applicable to the Company’s diverse business lines and the Company’s international operations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; (11) the Company’s ability to anticipate trends and respond to changing customer preferences for fashion, arts and entertainment content and for lodging; and (12) negative perceptions or publicity of the brands of the Company. The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form F-4 to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), and other documents filed by the Company and/or PPYA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. The Company and PPYA assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Neither the Company nor PPYA gives any assurance that either the Company or PPYA will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or PPYA or any other person that the events or circumstances described in such statement are material.