PepperLime Health Acquisition Corp
PEPL · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from Kepos Capital LP, listed on Nasdaq in October 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 18 October 2021
- size not on file · 101.0% of each $10 unit into trust
- Headquarters
- 548 MARKET STREET, SAN FRANCISCO, CA, 94104
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Blair Britney (Director) · PILOVSKY ERAN (Chief Financial Officer) · Ferrari Frank (Director)
- Listed securities
- PEPL common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 22 August 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
3 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 18 October 2021IPOpassed
IPO size not on file
redemption rate not stated in the filing
redemption rate not stated in the filing
Who has already taken their money back
2 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
16.19M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Aug 22, 2023Extensionno rate statedredeemed 0.433M sh0001104659-23-094491
Show the other 1 cash-out event
- Jan 11, 2023Extensionno rate statedredeemed 15.75M sh0001104659-23-060746
The score
deterministic, from filed fieldsPEPL is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
PepperLime Health Acquisition Corp was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker PEPL. The company priced its initial public offering on October 18, 2021, pursuant to a 424B prospectus, with units consisting of one share and a one-half warrant and $10.10 held in trust per unit. The offering carried a 12-month deadline to complete a business combination. The common ticker PEPL appears on the cover page of an 8-K filed on March 14, 2024. PepperLime Health Acquisition Corp subsequently liquidated, returning the trust cash to shareholders, as established by Form 25 filed on March 21, 2024, under 17 CFR 240.12d2-2(a)(2), covering the redemption of its Class A Ordinary Shares, Units, and Warrants.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The company states it has no plan to regain compliance, because it is winding up: as reported on March 11, 2024 it will cease all operations except winding up, with March 21, 2024 expected as the last day of trading of the Class A shares, warrants and units, and disbursements from the trust account to public shareholders on or about March 22, 2024. The governance deficiency is therefore moot before its cure period runs.
The reprieve bought on February 6 and February 20 ends: the Sponsor Sale the company had been pursuing as its alternative to liquidation did not materialise. The last day of trading of the Class A shares, warrants and units on Nasdaq is expected to be March 21, 2024, after which Nasdaq is expected to file a Form 25 and the company a Form 15. No per-share redemption figure is stated in this report.
The alternative to liquidation is named for the first time: a Sponsor Sale. The company states no definitive agreement has been executed and gives no assurance one will be before April 19, 2024, which it identifies as the date by which it must close a business combination under its current articles. The note's repayment waterfall is written around that sale, so the sponsor's exit and the SPAC's survival are the same transaction.
The wind-up announced on January 26 is now displaced by a funded extension: instead of ceasing trading on February 7 and paying redemptions around February 8, the company bought thirteen days. The deposit is small and precise, consistent with a per-share formula on a heavily redeemed float, but the report states neither the formula nor the public share count, and names no target or transaction behind the reprieve.
A reversal, six days after the January 26 report set out a wind-up with trading expected to cease February 7 and redemption payment on or about February 8, 2024. The company does not withdraw that plan here, nor confirm it — the report leaves both the liquidation timetable and the alternative unstated, and the substance is deferred to a future update.
The company states it expects the last day of trading of its Class A shares, warrants and units on Nasdaq to be February 7, 2024, with the redemption amount paid on or about February 8, 2024. Nasdaq is then expected to file a Form 25 to delist and deregister, after which the company intends to file a Form 15 to terminate its Exchange Act reporting obligations. Continental will be instructed to liquidate the trust; other dissolution costs come from funds outside it. No per-share figure is stated.
Show 5 more material filings
A stated disagreement, narrow but explicit, about the industry of the target the SPAC is pursuing — the report does not name that target or industry. The company says it is now seeking a new director who qualifies as independent under Nasdaq's corporate governance standards, meets the financial sophistication requirement, and satisfies Rule 10A-3 independence, indicating the audit committee is short a qualified member.
Extension funding arrives as sponsor debt convertible at $10.00, not as cash the company repays. The CFO payment was approved for the shorter of six months or the company's dissolution — the filing names dissolution as a contemplated outcome. Item 8.01 adds that a member of the Sponsor agreed to contribute the $300,000 to the Sponsor, which must on-lend it, in exchange for the Sponsor transferring Company shares to that member at the closing of a business combination.
The filing states the sponsor now holds approximately 80.0% of outstanding Class A shares, and those shares cannot redeem and must vote for a combination. The redemption figures are given here rather than in the vote report: approximately $4.6 million, about $10.69 per share, leaves the trust, with approximately $8.7 million remaining. A trust of that size against a sponsor-dominated Class A is the shape of a vehicle whose public constituency has largely gone.
A unanimous vote with a small redemption: 433,061 shares tendered against 5,496,921 outstanding on the record date. What this report does not give is the substance of either proposal — the extended date, the terms of any extension payment and what the Conversion Proposal converts are all described only in the August 9, 2023 proxy statement, so no date or amount should be taken from this row.
Two separate continued-listing deficiencies are running concurrently on different clocks, and the filing states no assurance of curing either. It names the fallback as a possible transfer to the Nasdaq Capital Market before the MVLS period expires, conditional on then meeting that market's continued-listing requirements, and states that if Nasdaq concludes the deficiency will not be cured it will issue a delisting notice that the company could appeal without any assurance of success.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Item 3.01. On March 11, 2024 PepperLime received a Nasdaq notice stating that as a result of Michelle Fang's January 2024 resignation from the board, the company no longer complies with the audit committee requirement of Listing Rule 5605, including the requirement of at least three independent directors on the audit committee. The cure period runs to the earlier of the next annual shareholders' meeting (or July 2, 2024 if that meeting is held before then) or January 4, 2025. Why it matters: The company states it has no plan to regain compliance, because it is winding up: as reported on March 11, 2024 it will cease all operations except winding up, with March 21, 2024 expected as the last day of trading of the Class A shares, warrants and units, and disbursements from the trust account to public shareholders on or about March 22, 2024. The governance deficiency is therefore moot before its cure period runs.
What changed: Items 3.01 and 8.01 — liquidation. PepperLime states it will not be able to consummate either an initial business combination or the Sponsor Sale before March 19, 2024, the date to which it had extended by trust deposits. The board therefore determined to cease all operations except winding up; within not more than ten business days redeem the public Class A ordinary shares at the trust amount including interest, less taxes payable and up to $100,000 of interest for dissolution expenses, divided by the publicly held Class A shares; then liquidate and dissolve. Why it matters: The reprieve bought on February 6 and February 20 ends: the Sponsor Sale the company had been pursuing as its alternative to liquidation did not materialise. The last day of trading of the Class A shares, warrants and units on Nasdaq is expected to be March 21, 2024, after which Nasdaq is expected to file a Form 25 and the company a Form 15. No per-share redemption figure is stated in this report.
What changed: Items 1.01/2.03 and 8.01. On February 21, 2024 PepperLime issued an unsecured note of up to $77,000 to sponsor PepperOne LLC, with $40,000 advanced that day and $37,000 available on request before April 19, 2024. It bears no interest. Repayment is (a) in cash on any sale by the Sponsor of its shares and private warrants to a NEW SPONSOR, at least $24,000 plus later advances, or (b) in cash or by conversion into ordinary shares at $10.00. On February 20, 2024 the company deposited $16,277.20 into trust, extending its deadline to March 19, 2024. Why it matters: The alternative to liquidation is named for the first time: a Sponsor Sale. The company states no definitive agreement has been executed and gives no assurance one will be before April 19, 2024, which it identifies as the date by which it must close a business combination under its current articles. The note's repayment waterfall is written around that sale, so the sponsor's exit and the SPAC's survival are the same transaction.
Show the other 10 filings
What changed: Item 8.01 other events. The report restates that PepperLime Health Acquisition Corporation is exploring options other than liquidation, and discloses that on February 6, 2024 its sponsor, PepperOne LLC, deposited $16,277.20 into the trust account to extend the date by which the company must consummate a business combination to February 19, 2024. Why it matters: The wind-up announced on January 26 is now displaced by a funded extension: instead of ceasing trading on February 7 and paying redemptions around February 8, the company bought thirteen days. The deposit is small and precise, consistent with a per-share formula on a heavily redeemed float, but the report states neither the formula nor the public share count, and names no target or transaction behind the reprieve.
What changed: Items 3.01 and 8.01. PepperLime Health Acquisition Corporation announced on February 1, 2024 that, following its recent announcement of an intention to liquidate, it is now EXPLORING OTHER POSSIBLE OPTIONS and expects to release an update in the next few days. A press release dated February 1, 2024 is furnished as Exhibit 99.1. The report states nothing about what those options are. Why it matters: A reversal, six days after the January 26 report set out a wind-up with trading expected to cease February 7 and redemption payment on or about February 8, 2024. The company does not withdraw that plan here, nor confirm it — the report leaves both the liquidation timetable and the alternative unstated, and the substance is deferred to a future update.
What changed: Items 3.01 and 8.01 — liquidation. PepperLime Health Acquisition Corporation was not able to consummate an initial business combination by January 19, 2024, and under its charter the board determined to cease all operations except winding up; within not more than ten business days redeem the public Class A ordinary shares at the trust amount including interest, less taxes payable and up to $100,000 of interest for dissolution expenses, divided by the publicly held Class A shares; then, subject to Class B holder and board approval, liquidate and dissolve. Why it matters: The company states it expects the last day of trading of its Class A shares, warrants and units on Nasdaq to be February 7, 2024, with the redemption amount paid on or about February 8, 2024. Nasdaq is then expected to file a Form 25 to delist and deregister, after which the company intends to file a Form 15 to terminate its Exchange Act reporting obligations. Continental will be instructed to liquidate the trust; other dissolution costs come from funds outside it. No per-share figure is stated.
What changed: Item 5.02 director resignation. On January 4, 2024 Michelle Fang resigned as a director and audit committee member of PepperLime Health Acquisition Corporation, effective immediately. The filing states the resignation was not a result of any disagreement with management or any matter relating to the company's operations, policies or practices, EXCEPT that she personally was not aligned with the industry the company's potential target was engaged in. Her resignation letter is filed as Exhibit 17.1. Why it matters: A stated disagreement, narrow but explicit, about the industry of the target the SPAC is pursuing — the report does not name that target or industry. The company says it is now seeking a new director who qualifies as independent under Nasdaq's corporate governance standards, meets the financial sophistication requirement, and satisfies Rule 10A-3 independence, indicating the audit committee is short a qualified member.
- What changed vs 2023-08-07trust $13.2M → $8.8M -34%deadline 2023-10-19 → 2024-04-19shares 1.25M → 814K -35%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $13.2M$8.8M
- Combination deadline
- 2023-10-192024-04-19
- Redeemable shares
- 1.25M814K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $4,480,834 left the trust between the two filings.
The clause “38,875 Total current assets 309,775 1,255,029 Investments held in Trust Account 8,759,013 174,143,025 Total assets $ 9,068,788 $ 175,398,054 Liabilities and Shareholders’ Deficit Current”…
SpacBrain reads this as 183 days later than the previous record.
The clause …“Company will be able to consummate a Business Combination by that day. If a Business Combination is not consummated by April 19, 2024, and the Company does not opt for an additional extension , there will be a mandatory liquidation”…
SpacBrain reads this as 433,061 shares are no longer redeemable.
The clause …“ Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 813,860 and 17,000,000 shares subject to possible redemption at $ 10.76 and $ 10.24 per share redemption value as of September 30, 2023 and December 31, 2022,”…
The clause …“and the mandatory liquidation, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Kepos Capital LPnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/2 · 101.0% of the $10 unit
from 424B4 0001104659-21-127133
Trading & liquidity
Company profile
Directors & officers
- Blair BritneyDirector
- PILOVSKY ERANChief Financial Officer
- Ferrari FrankDirector
- Haidamus RamziChief Executive Officer
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
10 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- PepperOne LLC15.7% · SC 13GOct 15, 2021 stale
- Ayrton Capital LLCwith 2 other reporting persons on the same schedule9.9% · SC 13GOct 25, 2021 stale
- RIVERNORTH CAPITAL MANAGEMENT, LLC8.7% · SC 13GFeb 15, 2022 stale
- Polar Asset Management Partners Inc.2.2% · SC 13G/AFeb 13, 2024 stale
- Linden Capital L.P.with 2 other reporting persons on the same schedule1.7% · SC 13G/AFeb 3, 2023 stale
- Shaolin Capital Management LLC1.2% · SC 13G/AFeb 22, 2024 stale
- CITADEL ADVISORS LLCwith 5 other reporting persons on the same schedule0.1% · SC 13G/AFeb 14, 2022 stale
- Radcliffe Capital Management, L.P.with 5 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- Sandia Investment Management LPwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- Space Summit Capital LLC0.0% · SC 13G/AFeb 5, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — PEPL (PepperLime Health Acquisition Corp)
vault-note · /vault/tickers/PEPL
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail2 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001104659-21-127133 priced 2021-10-18; common ticker PEPL off 8-K 0001104659-24-034235 (2024-03-14); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per Form 25 0001354457-24-000198 (2024-03-21) — Form 25 filed under 17 CFR 240.12d2-2(a)(2) — the rule for a class "called for redemption" or "redeemed or paid at maturity/retirement". For a SPAC that class is the public shares and that redemption is the trust going back (class: Class A Ordinary Share, Unit, Warrant). No wind-up press release was readable on the registrant's own file, so the per-share figure is not stored.. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Kepos Capital LP" (SEC CIK 0001512020) sourced from Form 3 reportingOwner (10% owner) acc 0000902664-23-000603.