UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
On August 24, 2023, the Company issued an aggregate of 3,258,999 shares of its Class A ordinary shares (“Class A Shares”) to PepperOne LLC, the Company’s sponsor (the “Sponsor”) and a holder of the Company’s Class B ordinary shares (“Class B Shares”), upon the conversion of an equal number of Class B Shares (the “Conversion”). The 3,258,999 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.
Following the Conversion, there were 4,072,859 Class A Shares and 991,001 Class B Shares issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 80.0% of the Company’s outstanding Class A Shares. The issuance of the 3,258,999 Class A Shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Special Meeting of shareholders held by PepperLime Health Acquisition Corporation (the “Company”) on August 22, 2023, 433,061 Class A Shares were tendered for redemption. As a result, approximately $4.6 million (approximately $10.69 per share) will be withdrawn from the Company’s trust account to pay holders of such redeemed shares. After the redemptions, approximately $8.7 million will remain in the Company’s trust account.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PepperLime Health Acquisition Corporation | ||
| Dated: August 28, 2023 | By: | /s/ Ramzi Haidamus |
| Name: Ramzi Haidamus | ||
| Title: Chief Executive Officer | ||