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~~March 2011, 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 incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

548 Market Street, Suite 97425 San Francisco, CA		94104
(Address of principal executive offices)		(Zip Code)

(415) 263-9939

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title for each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	PEPLU	The Nasdaq Stock Market LLC

Class A ordinary shares	PEPL	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PEPLW	The Nasdaq Stock Market LLC

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).

Emerging growth company x

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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs previously reported in Current Reports on Form 8-K filed on February 212, February 12, and February 26, 2024, PepperLime Health Acquisition Corporation (the “Company”) was ~~issued~~not able to consummate an ~~unsecured~~initial ~~promissory~~business ~~note~~combination inby January 19, 2024 and has deposited funds to the ~~aggregate~~trust ~~principal~~account ~~amount~~to ofextend the uptime it has to ~~$77~~consummate an initial business combination till March 19,~~000~~ 2024 while it explored options other than liquidation, including a sale by the Company’s sponsor of all or a portion of the Company’s ordinary shares and private warrants it holds to a new sponsor (the “~~Note~~Sponsor Sale”) . The Company will not be able to ~~PepperOne~~consummate ~~LLC~~either an initial business combination or a Sponsor Sale before March 19, 2024, and pursuant to the Company’s ~~sponsor~~Amended and Restated Memorandum and Articles of Association, the Company’s Board of Directors (the “~~Sponsor~~Board”). ~~Pursuant~~has determined to (i) cease all operations except for the purpose ~~Note~~of winding up, ~~the~~(ii) as ~~Sponsor~~promptly ~~agreed~~as toreasonably ~~loan~~possible tobut not more than ten business days thereafter, redeem the Company’s anpublic ~~aggregate~~Class A ~~amount~~ordinary upshares, topar value $~~77,000~~0.0001 Onper ~~February~~share (“Class ~~21,~~A ~~2024~~Ordinary Shares”), anat ~~initial~~a ~~$40~~per-share price,~~000~~ payable ~~was~~in ~~advanced~~cash, ~~under~~equal to the ~~Note.~~aggregate ~~Additional~~amount ~~advances~~then ofon ~~up to~~deposit in the ~~remaining~~trust ~~$37~~account,~~000~~ ofincluding ~~principal~~interest ~~amount~~earned ofon the ~~Note~~funds ~~may~~held in the trust account (which interest shall be ~~made~~less ~~upon~~taxes ~~the~~payable ~~request~~and ofup ~~the~~to ~~Company~~$100,000 of interest to pay dissolution expenses), divided by the number ~~Sponsor~~of ~~anytime~~then ~~before~~outstanding ~~April~~publicly held Class 19A Ordinary Shares, ~~2024.~~ ~~The~~which ~~Note~~redemption ~~does~~will ~~not~~completely ~~bear~~extinguish ~~interest.~~public ~~The~~shareholders’ rights ~~Company~~as ~~intends~~shareholders (including the right to ~~use~~receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such ~~funds~~redemption, ~~for~~subject ~~working~~to ~~capital~~the ~~purposes~~approval of the holders of the Company’s Class B ordinary shares and the Board, liquidate and dissolve.

The ~~outstanding~~ ~~principal~~Company ~~balance~~expects ofthat the ~~Note~~last ~~shall~~day beof ~~payable~~trading of ~~(a)~~its Class inA ~~cash~~Ordinary atShares, ~~the~~Redeemable ~~closing~~Warrants ofand ~~any~~units ~~sale~~(collectively, by the ~~Sponsor~~“Securities”) ofon ~~all~~the orNasdaq Stock aMarket ~~portion~~LLC of(“Nasdaq”) ~~the~~will be March 21, 2024. The Company’s ~~ordinary~~expects ~~shares~~that ~~and~~Nasdaq ~~private~~will ~~warrants~~thereafter itfile ~~holds~~with tothe aU.S. Securities ~~new~~and ~~sponsor~~Exchange Commission (the “~~Sponsor Sale~~SEC”), ana ~~amount equal~~Form 25 ~~to,~~Notification atof ~~least,~~Removal ~~the~~from ~~sum~~Listing ~~of (x) $24,000,~~ and/or Registration (y)“Form ~~the~~25”) ~~amount~~to ofdelist ~~any~~and ~~advances~~deregister ~~made under~~ the ~~Note~~Company’s ~~after~~Securities ~~February 21,~~under ~~2024; and~~ Section 12(b) inof ~~cash,~~the orSecurities Exchange byAct ~~conversion~~of ~~into~~1934, as amended (the ~~Company’s~~“Exchange ~~ordinary~~Act”). ~~shares~~As ~~prior~~a toresult, orthe ~~concurrently~~Securities ~~with~~will ~~the~~no ~~closing~~longer ofbe alisted ~~business~~on Nasdaq. ~~combination,~~The atCompany ~~the~~thereafter ~~price~~intends ofto ~~$10.00~~file ~~per~~a ~~share~~Form 15 atCertification ~~the~~and ~~option~~Notice of ~~the~~Termination ~~Sponsor.~~of InRegistration with the ~~event~~SEC, requesting that the Company’s ~~does~~reporting ~~not~~obligations ~~consummate~~under aSections ~~business combination,~~13 and 15(d) of the ~~Note~~Exchange ~~will~~Act be terminated with respect to the Securities.

~~The~~Item ~~foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form~~ 8~~-K as Exhibit 10~~.~~1 and~~01 isOther ~~incorporated herein by reference~~Events.

~~Item~~The ~~2.03~~information ~~Creation~~set offorth aabove ~~Direct~~in ~~Financial~~Item ~~Obligation~~3.01 orof anthis ~~Obligation~~Current ~~under~~Report on ~~an Off~~Form 8-~~Balance~~K ~~Sheet.~~is ~~Arrangement~~incorporated ofby areference ~~Registrant~~herein.

In order to provide for the disbursement of funds from the Company’s trust account, the Company will instruct Continental Stock Transfer & Trust Company, as trustee, to take all necessary actions to liquidate the assets held in the trust account. The ~~disclosure~~proceeds ~~contained~~thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in ~~Item~~a 1trust operating account while awaiting disbursement to the public holders of the Class A Ordinary Shares (the “Redemption Amount”).01 All other costs and expenses associated with implementing the Company’s plan of ~~this~~dissolution will be funded from proceeds held outside of the trust account. The Company anticipates that (i) its ~~Current~~Class A ~~Report~~Ordinary Shares, as well as its publicly traded units and warrants, will cease trading as of the close of business on ~~Form~~March ~~8-K~~21, 2024 isand ~~incorporated~~(ii) the byRedemption ~~reference~~Amount will be paid to public holders of the Class A Ordinary Shares on or about March 22, 2024, without any required action on their part, at which point such shares shall be redeemed and canceled and will only have the right to receive the Redemption Amount. Following such redemption, the Class A Ordinary Shares will no longer be outstanding and the Company’s warrants will expire in ~~this~~accordance ~~Item~~with 2their terms upon the liquidation of the Company.03 Beneficial owners of the Class A Ordinary Shares held in “street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Registered holders of the public Class A Ordinary Shares will need to present proof of their respective Class A Ordinary Shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.

~~Item~~Forward-Looking ~~8.01 Other Events~~Statements

AsThis ~~previously~~Current ~~disclosed~~Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the ~~Company~~Securities isExchange ~~exploring~~Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All ~~options~~statements other than ~~liquidation~~statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. ~~One~~The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these ~~options~~terms isor other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Actual results could differ materially from those described or implied by such forward-looking statements as a ~~Sponsor~~result of ~~Sale~~various ~~although~~important nofactors, ~~definitive~~including, ~~agreement~~without ~~has~~limitation, ~~been~~its ~~executed~~limited operating history, competitive factors in the Company’s and Force’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this ~~report~~Current Report on Form 8-K and ~~there~~the isCompany undertakes no ~~assurance~~obligation ~~that~~to ~~one~~update ~~will~~publicly such beforward-looking ~~entered~~statements ~~into~~to ~~before~~reflect ~~April 19,~~subsequent ~~2024~~events or circumstances, ~~the~~except ~~date~~as otherwise required by law. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. ~~must~~Additional information concerning these and other factors that may impact the operations ~~close~~and aprojections ~~business~~discussed ~~combination~~herein ~~under~~can be found in the Company’s periodic filings with the SEC, including its ~~current~~Annual ~~Amended~~Report ~~and~~on ~~Restated~~Form 10-K for ~~Memorandum~~the fiscal year ended December 31, 2022, and ~~Articles~~its ofsubsequent ~~Association~~Quarterly Report on Form 10-Q. The Company’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.

OnItem ~~February 20, 2024, the Company deposited $16,277~~9.2001 ~~(the~~Financial ~~“Extension~~Statements ~~Payment”)~~and ~~into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination to March 19, 2024~~Exhibits.

~~Item 9.01~~ (d) Exhibits.

10.1 Promissory Note dated February 21, 2024

Exhibit No.		Description
99.1		Press Release March 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Forward-Looking Statements~~SIGNATURE

~~This~~Pursuant ~~Current~~to ~~Report on Form 8-K contains forward-looking statements within~~ the ~~meaning~~ requirements of ~~Section 27A of~~ the Securities ~~Act of 1933, as amended, and Section 21E of the Securities~~ Exchange Act of 1934, asthe ~~amended,~~registrant ~~that~~has ~~involve~~duly ~~risks,~~caused ~~uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in~~ this ~~Current~~report Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to ~~identify~~be ~~forward-looking~~signed statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its ~~limited~~behalf operating history, competitive factors in the Company’s and Force’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by ~~law. The Company cautions you that these forward-looking statements are subject to all of~~ the ~~risks~~undersigned ~~and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company.~~hereunto ~~Additional~~duly information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Company’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its subsequent Quarterly Report on Form 10-Qauthorized. ~~The Company’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.~~

SIGNATURE

	PepperLime Health Acquisition Corporation

Dated: March 11, 2024	By:	/s/ Ramzi Haidamus
		Name: Ramzi Haidamus
		Title: Chief Executive Officer

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: February 26, 2024	By:	/s/ Ramzi Haidamus
		Name:	Ramzi Haidamus
		Title:	Chief Executive Officer

Filing Compare · PepperLime Health Acquisition Corp