PEPL SEC filings, in plain English
Everything PepperLime Health Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 11 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
What changed: Items 1.01/2.03, 5.02 and 8.01. On October 18, 2023 PepperLime issued an unsecured promissory note for up to $300,000 to its sponsor, PepperOne LLC, payable promptly after the company consummates a business combination and terminated if it does not. The note bears no interest and is convertible, at the Sponsor option, into ordinary shares at $10.00 per share prior to or concurrently with closing. The company says it intends to use the funds for extension payments and working capital. Item 5.02: the Board approved a monthly $25,000 payment to CFO Eran Pilovsky, first paid October 19, 2023. Why it matters: 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.
What changed: Items 3.02 and 8.01: On August 24, 2023 PepperLime Health Acquisition issued 3,258,999 Class A ordinary shares to its sponsor, PepperOne LLC, on conversion of an equal number of Class B shares, leaving 4,072,859 Class A and 991,001 Class B shares outstanding. The new Class A shares keep the Class B restrictions — transfer limits, waiver of redemption rights and the obligation to vote for a business combination — and were issued under the Section 3(a)(9) exemption. Separately, 433,061 Class A shares were tendered for redemption at the August 22 meeting. Why it matters: 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.
What changed: Item 5.07: PepperLime Health Acquisition opened its extraordinary general meeting on August 22, 2023 at 1:00 p.m. Pacific Time. Of 5,496,921 ordinary shares outstanding on the July 14, 2023 record date, 4,596,816 — 83.63% — were voted in person or by proxy, constituting a quorum. Shareholders approved both the Extension Proposal and the Conversion Proposal unanimously among shares voted: 4,596,816 for, none against, none abstaining and no broker non-votes on each. An aggregate of 433,061 ordinary shares were tendered for redemption in connection with the meeting. Why it matters: 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.
- What changed vs 2022-12-19trust $173.6M → $13.3M -92%deadline 2023-10-19 → 2024-04-19going concern APPEARED
trust account, combination deadline, going-concern doubt3 moved
- Trust account
- $173.6M$13.3M
- Combination deadline
- 2023-10-192024-04-19
- Going-concern doubt
- not statedstated
SpacBrain reads this as $160,284,800 left the trust between the two filings.
The clause “0,000 Class B ordinary shares and as of July 31, 2023, a total of approximately $13.3 million held in the trust account. The purpose of the extension proposal is to give us additional time to complete the business combination. The”…
SpacBrain reads this as 183 days later than the previous record.
The clause …“2023 (the “termination date”), the Company may extend the termination date to April 19, 2024, comprised of an initial three-month extension and three subsequent one-month extensions (each an “extension”), for a total of six months after”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern,” since we will cease all operations except for the purpose of liquidating if we are”…
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.
- What changed vs 2023-05-15trust $13.1M → $13.2M +1%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $13.1M$13.2M
- Combination deadline
- 2023-10-19 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.25M · unchanged
SpacBrain reads this as $151,063 was added to the trust between the two filings.
The clause “38,875 Total current assets 676,770 1,255,029 Investments held in Trust Account 13,239,847 174,143,025 Total assets $ 13,916,617 $ 175,398,054 Liabilities and Shareholders’ Deficit ”…
The clause …“by which we must consummate our Business Combination from April 19, 2023 to October 19, 2023 (the “Extension Amendment”). In connection with the approval of the Extension Amendment at the Extraordinary General Meeting, holders of”…
The clause …“by the Company’s shareholders, 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”…
The clause …“ Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 1,246,921 and 17,000,000 shares subject to possible redemption at $ 10.62 and $ 10.24 per share redemption value as of June 30, 2023 and December 31, 2022,”…
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.
- What changed vs 2022-11-04trust $172.7M → $13.1M -92%deadline 2023-04-19 → 2023-10-19shares 17.0M → 1.25M -93%
trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $172.7M$13.1M
- Combination deadline
- 2023-04-192023-10-19
- Redeemable shares
- 17.0M1.25M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $159,604,687 left the trust between the two filings.
The clause “38,875 Total current assets 932,160 1,255,029 Investments held in Trust Account 13,088,784 174,143,025 Total assets $ 14,020,944 $ 175,398,054 Liabilities and Shareholders’ Deficit ”…
SpacBrain reads this as 183 days later than the previous record.
The clause …“Concern,” our management has determined that if we are unable to complete a Business Combination by October 19, 2023, then we will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and”…
SpacBrain reads this as 15,753,079 shares are no longer redeemable.
The clause …“ Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 1,246,921 and 17,000,000 shares subject to possible redemption at $ 10.50 and $ 10.24 per share redemption value as of March 31, 2023 and December 31, 2022,”…
The clause …“by the Company’s shareholders, 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.
What changed: Item 3.01: PepperLime Health Acquisition received a second Nasdaq notice on April 6, 2023 stating its listed securities failed the $50 million Market Value of Listed Securities requirement of Rule 5450(b)(2)(A), measured over the 30 consecutive business days before the notice, with 180 calendar days — stated as until October 3, 2023 — to regain compliance by closing at $50,000,000 or more for ten consecutive days. A first notice of February 28, 2023 cited the $15 million Market Value of Publicly Held Shares rule, with a period stated to August 28, 2023. Why it matters: 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.
- What changed vs 2022-03-17trust $171.7M → $174.1M +1%going concern APPEAREDmandate language changed
trust account, going-concern doubt, mandate language +23 moved · 2 with no prior record of ours
- Trust account
- $171.7M$174.1M
- Going-concern doubt
- not statedstated
- Mandate language
- we intend to focus on consumer health and wellness broadly, …we intend to focus on consumer health and wellness broadly, …
- Combination deadline
- not previously extracted2023-10-19
- Redeemable shares
- 17.0M · unchanged
SpacBrain reads this as $2,441,119 was added to the trust between the two filings.
The clause …“Total current assets 1,255,029 2,129,007 Investments held in Trust Account 174,143,025 171,701,906 Total assets $ 175,398,054 $ 173,830,913 Liabilities and Shareholders’ Deficit ”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“impacting our business. Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.” In connection with our assessment of going concern considerations in accordance with the”…
The clause …“unable to raise additional funds to alleviate liquidity needs and complete a business combination by October 19, 2023 (originally April 19, 2023; see Note 10) then the Company will cease all operations except for the purpose of”…
The clause …“ Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 17,000,000 shares subject to possible redemption at $ 10.24 and $ 10.10 per share redemption value as of December 31, 2022 and 2021, respectively ”…
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.
In plain English
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.
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.
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.