PEPL / PepperLime Health Acquisition Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40915 PepperLime Health Acquisition Corporation (Exact name of registran

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorporat

PepperLime Health Acquisition Corporation Announces plan to Liquidate

Exhibit 99.1 PepperLime Health Acquisition Corporation Announces plan to Liquidate SAN FRANCISCO, March 11, 2024 – PepperLime Health Acquisition Corporation (the "Company”) today announced that it will not be able to consummate by March 19, 2024 either an initial business combination or a Sponsor Sale previously contemplated and pursuant to its Amended and Restated Memorandum and Articles of Assoc

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorporat

PROMISSORY NOTE

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpo

PEPL / PepperLime Health Acquisition Corporation / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinpepl123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PepperLime Health Acquisition Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G700211

KYG700211033 / PepperLime Health Acquisition Corp. / Sandia Investment Management LP - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 schedule13ga.htm AMENDMENT NO. 2 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 6, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpor

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpor

PepperLime Health Acquisition Corporation Contemplates Potential Alternatives to Liquidation, Awaits Further Developments

Exhibit 99.1 PepperLime Health Acquisition Corporation Contemplates Potential Alternatives to Liquidation, Awaits Further Developments SAN FRANCISCO, February 1, 2024 – PepperLime Health Acquisition Corporation (the "Company”) today announced that following the recent announcement of the Company's intention to liquidate, the Company is now exploring other possible options. The Company expects to r

PepperLime Health Acquisition Corporation Announces plan to Liquidate

Exhibit 99.1 PepperLime Health Acquisition Corporation Announces plan to Liquidate SAN FRANCISCO, January 25, 2024 – PepperLime Health Acquisition Corporation (the "Company”) today announced that it was not able to consummate an initial business combination by January 19, 2024 and pursuant to its Amended and Restated Memorandum and Articles of Association, the Company intends to liquidate promptly

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpora

Exhibit 17.1

Exhibit 17.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Promissory Note, dated October 18, 2023, issued to the Sponsor.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpor

Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpora

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 N/A (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 July 26, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Ronald (Ron) E. Alper Re: PepperLime Health Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed July 13, 2023 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (State or other jurisdiction of inco

Amendment to Amended and Restated Memorandum and Articles of Association of PepperLime Health Acquisition Corporation.

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman PepperLime Health Acquisition Corporation (ROC# 377773) (the "Company") TAKE NOTICE that at the Extraordinary General Meeting of the shareholders of the Company held on 11 January 2023, the following special resolution was passed: RESOLVED, as a special resolution, that the Amended and R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40915

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (State or other jurisdiction of

KYG700211033 / PepperLime Health Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1 )* PepperLime Health Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G70021103 (CUSIP Number) February 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropr

KYG700211033 / PepperLime Health Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PepperLime Health Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

KYG700211033 / PepperLime Health Acquisition Corp. / Sandia Investment Management LP - AMENDMENT NO. 1 Passive Investment

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] R

KYG700211033 / PepperLime Health Acquisition Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G70021

KYG700211033 / PepperLime Health Acquisition Corp. / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d441768dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2022 (Date of Event which Requires

January 25, 2023

CORRESP 1 filename1.htm January 25, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention:         Jeffrey Lewis and Kristi Marrone New York 601 Lexington Avenue, 31st Floor New York, NY 10022 Andrea Basham T +1 (212) 277-4000 T +1 (212) 284-4966 (direct) F +1 (917).439-3776 E andrea.

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2023 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (State or other jurisdiction of i

December 22, 2022

CORRESP 1 filename1.htm December 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Jeffrey Lewis and Kristi Marrone New York 601 Lexington Avenue, 31st Floor New York, NY 10022 Andrea Basham T +1 (212) 277-4000 T +1 (212) 284-4966 (direct) F +1 (917).439-3776 E andrea.basham@

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

PRE 14A 1 ny20006037x1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities

EXHIBIT 4.4 DESCRIPTION OF SECURITIES ? As of December 31, 2021, PepperLime Health Acquisition Corporation (?we,? ?our,? ?us? or the ?company?) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Audit Committee Charter.

EX-99.1 7 peplu-20211231xex99d1.htm EXHIBIT-99.1 Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PEPPERLIME HEALTH ACQUISITION CORPORATION ADOPTED ON SEPTEMBER 28, 2021 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the

Code of Business Conduct and Ethics.

Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF PEPPERLIME HEALTH ACQUISITION CORPORATION 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40915

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0073255sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* PEPPERLIME HEALTH ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G70021103 (C

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Sandia Investment Management LP Passive Investment

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PepperLime Health Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Ru

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2022 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the ?Filers?). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to Class A

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G70021

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / CITADEL ADVISORS LLC - PEPPERLIME HEALTH ACQUISITION CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Cl

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check t

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Shaolin Capital Management LLC - SC 13G PEPL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PepperLime Health Acquisition Corp (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

KYG700211298 / PEPPERLIME HEALTH ACQUSTN CORP UNIT / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d278049dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G70021103 (CUSIP Number) December 31, 2021 (Date of Event which Requires

Linden Capital L.P. - SC 13G

SC 13G 1 d241789dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PepperLime Health Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G70021103 (CUSIP Number) December 9, 2021 (Date of Event which Requires Filing

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of PepperLime Health Acquisition Corporation dated as of December 9, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

PepperLime Health Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing December 9, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE PepperLime Health Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing December 9, 2021 SAN FRANCISCO, CA, December 6, 2021 (GLOBE NEWSWIRE) ? PepperLime Health Acquisition Corporation (Nasdaq: PEPLU) (the ?Company?) today announced that, commencing December 9, 2021, holders of the units sold in

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4091

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (State or other jurisdic

PEPPERLIME HEALTH ACQUISITION CORPORATION

EX-99.1 2 tm2131743d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PEPPERLIME HEALTH ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 19, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of PepperLime Health Acquisition Corporation Opinion on the Fin

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-1610383 (Stat

1

Exhibit 99.2 PepperLime Health Acquisition Corporation Announces Closing of Exercise of Underwriters? Over-Allotment Option October 29, 2021, 19:13 ET SAN FRANCISCO, Oct. 29, 2021 (GLOBE NEWSWIRE) - PepperLime Health Acquisition Corporation (the ?Company?), a Cayman Islands exempted company that is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquis

PEPPERLIME HEALTH ACQUISITION CORPORATION BALANCE SHEET

Exhibit 99.1 PEPPERLIME HEALTH ACQUISITION CORPORATION BALANCE SHEET October 19, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets Current assets: Cash $ 3,016,119 $ 20,000,000 (a) $ 3,016,119 600,000 (b) (400,000 ) (c) (20,200,000 ) (e) Restricted cash 10,000 - 10,000 Prepaid expenses 26,800 - 26,800 Total current assets 3,052,919 - 3,052,919 Cash held in Trust Account 151,500

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm2131273d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-

CITADEL ADVISORS LLC - PEPPERLIME HEALTH ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securitie

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of PepperLime Health Acquisition Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $0.

PEPPERLIME HEALTH ACQUISITION CORPORATION

EX-99.1 2 tm2130772d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PEPPERLIME HEALTH ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 19, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Opinion on the Financial Statement We have audited the accom

Ayrton Capital LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Financial Statements and Exhibits, Other Events

8-K 1 tm2130772d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-

Private Warrant Agreement, dated October 14, 2021 between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-4.2 5 tm2130666d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 PRIVATE WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 14, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited

Amended and Restated Memorandum and Articles of Association filed on October 14, 2021

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEPPERLIME HEALTH ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 28 SEPTEMBER 2021 AND EFFECTIVE ON 14 OCTOBER 2021) Filed: 14-Oct-2021 14:39 EST Auth Code: H42901218799 www.verify.gov.ky File#: 377773 THE COMPANIES ACT (AS REVISED)

Registration Rights Agreement dated October 14, 2021 between the Company, the Sponsor and certain other entities signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-10.3 8 tm2130666d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2021, is made and entered into by and among PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PepperOne LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other partie

Investment Management Trust Agreement dated October 14, 2021 between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-10.2 7 tm2130666d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 14, 2021 by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 tm2130666d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 PepperLime Health Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40915 98-

1

EX-99.1 11 tm2130666d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PepperLime Health Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering October 14, 2021, 22:32 ET SAN FRANCISCO, Oct. 14, 2021 (GLOBE NEWSWIRE) - PepperLime Health Acquisition Corporation (the “Company”), a Cayman Islands exempted company that is a blank check company formed for the purpose of entering into a m

Underwriting Agreement dated October 14, 2021 between the Company and Oppenheimer & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

Exhibit 1.1 15,000,000 Units PEPPERLIME HEALTH ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York October 14, 2021 Oppenheimer & Co. Inc. as Representative of the several Underwriters named on Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: PepperLime Health Acquisition Corporation, a newly incorporated blank check company

Letter Agreement dated October 14, 2021 by and between the Company, on one hand and the Sponsor, each of the officers and directors of the Company and the other entities signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

Exhibit 10.1 October 14, 2021 PepperLime Health Acquisition Corporation 548 Market Street, Suite 97425 San Francisco, California 94104 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between PepperLime Health Acquisition Corporation, a C

Private Placement Warrants Purchase Agreement dated October 14, 2021 between the Company and the PepperOne LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-10.4 9 tm2130666d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PepperOne LLC, a Cayman Is

Public Warrant Agreement, dated October 14, 2021 between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-4.1 4 tm2130666d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 PUBLIC WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 14, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 14, 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited l

1

Exhibit ?99.2 PepperLime Health Acquisition Corporation Announces Closing of $150 Million Initial Public Offering October 19, 2021, 15:49 ET SAN FRANCISCO, Oct. 19, 2021 (GLOBE NEWSWIRE) - PepperLime Health Acquisition Corporation (the ?Company?), a Cayman Islands exempted company that is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, sha

Indemnification Agreements, dated October 14, 2021 between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on October 20, 2021).

EX-10.5 10 tm2130666d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 14, 2021. BETWEEN: (1)           PEPPERLIME HEALTH ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (t

$150,000,000 PepperLime Health Acquisition Corporation 15,000,000 Units

424B4 1 tm2121937-9424b4.htm 424B4 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No: 333-259861 PROSPECTUS $150,000,000 PepperLime Health Acquisition Corporation 15,000,000 Units PepperLime Health Acquisition Corporation is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acq

PepperOne LLC - SC 13G

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Radcliffe Capital Management, L.P. - SC 13G

SC 13G 1 tm2130121d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) PepperLime Health Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 PepperLime Health Acquisition Corporation (Exact N

8-A12B 1 tm2121937d128a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 PepperLime Health Acquisition Corporation (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1610383 (State or other jurisdiction of (I.R.S.

As filed with the Securities and Exchange Commission on October 12, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 12, 2021.

October 12, 2021

October 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: PepperLime Health Acquisition Corporation Registration Statement on Form S-1 (File No. 333-259861) Request for Acceleration of Effective Date Dear Mr. Herbers: Pursuant to Rule 461 under the Securities Act of 1933, as amended, P

Form of Letter Agreement among the Registrant and its directors and officers, anchor investors and PepperOne LLC

EX-10.2 3 tm2121937d6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [●], 2021 PepperLime Health Acquisition Corporation 548 Market Street, Suite 97425 San Francisco, California 94104 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between PepperLi

[Signature page follows] Very truly yours,

October 12, 2021 VIA EDGAR Gregory Herbers, Esq. Division of Corporate Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: PepperLime Health Acquisition Corp. Registration Statement on Form S-1 Filed September 28, 2021, as amended File No. 333-259861 Dear Mr. Herbers: Pursuant to Rule 461 of the General Rules and Regulati

October 12, 2021

CORRESP 1 filename1.htm October 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gregory Herbers Re: PepperLime Health Acquisition Corporation Registration Statement on Form S-1 (File No. 333-259861) Request for Acceleration of Effective Date Dear Mr. Herbers: Pursuant to Rule 461 under the Securities Ac

Form of Underwriting Agreement

Exhibit 1.1 15,000,000 Units PEPPERLIME HEALTH ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2021 Oppenheimer & Co. Inc. as Representative of the several Underwriters named on Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: PepperLime Health Acquisition Corporation, a newly incorporated blank check company incorporat

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEPPERLIME HEALTH ACQUISITION CORPORATION (adopted by special resolution dated [Date] 2021 and effective on [date] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 13 tm2121937d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021 by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2021, is made and entered into by and among PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), PepperOne LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (each such pa

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on October 12, 2021).

Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] PEPPERLIME HEALTH ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A Ordinary Share, par value

Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEPPERLIME HEALTH ACQUISITION CORPORATION THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PEPPERLIME HEALTH ACQUISITION CORPORATION 1 The name of the Company is PepperLime Health Acquisition Corporation. 2 T

Form of Private Placement Warrants Purchase Agreement between the Registrant and PepperOne LLC

Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and PepperOne LLC, a Cayman Islands limited liability company (the ?Purcha

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the ?Company?), and Continental Stock

Promissory Note, dated as of June 30, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on October 12, 2021).

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Anchor Investment Agreement

Exhibit 10.8 [Date], 2021 [Anchor Investors] [Address] Attn: [?] RE: Anchor Investment Agreement Dear [Insert Name]: This agreement (the ?Agreement?) is entered into on [?], 2021 by and among the undersigned investor(s) (on a several and not a joint and several basis) (each, an ?Investor? and collectively, the ?Investors?; provided that if there is only one Investor, all references to Investors sh

Form of Underwriting Agreement

Exhibit 1.1 15,000,000 Units PEPPERLIME HEALTH ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2021 Oppenheimer & Co. Inc. as Representative of the several Underwriters named on Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: PepperLime Health Acquisition Corporation, a newly incorporated blank check company incorporat

Securities Subscription Agreement, dated June 30, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on October 12, 2021).

EX-10.5 15 tm2121937d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 PepperLime Health Acquisition Corporation 548 Market Street PMB 97425 San Francisco, California 94104 PepperOne LLC June 30, 2021 548 Market Street PMB 97425 San Francisco, California 94104 RE: Securities Subscription Agreement Ladies and Gentlemen: PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on October 12, 2021).

EX-4.4 7 tm2121937d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between PEPPERLIME HEALTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between PepperLime Health Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liabili

Form of Code of Ethics and Business Conduct

EX-14 19 tm2121937d3ex14.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF PEPPERLIME HEALTH ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to al

Form of Letter Agreement among the Registrant and its directors and officers, anchor investors and PepperOne LLC

Exhibit 10.2 [●], 2021 PepperLime Health Acquisition Corporation 548 Market Street, Suite 97425 San Francisco, California 94104 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between PepperLime Health Acquisition Corporation, a Cayman I

September 28, 2021

September 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on September 28, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 28, 2021.

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on October 12, 2021).

Exhibit 4.2 NUMBER C- [] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] PEPPERLIME HEALTH ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A ORDINARY SHARES OF PEPPERLIME HEALTH ACQUISITION CORPORATION (THE ?CORPORATION?) tran

Form of Indemnity Agreement

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of [?], 2021. BETWEEN: (1) PEPPERLIME HEALTH ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) [?] (?Indemnitee?). WHEREAS: (A)

As submitted confidentially with the Securities and Exchange Commission on August 9, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

DRS 1 filename1.htm TABLE OF CONTENTS As submitted confidentially with the Securities and Exchange Commission on August 9, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1