Form 8-K PepperLime Health Acquis For: Oct 29

 

 

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		98-1610383
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

548 Market Street, Suite 97425

San Francisco, California 94104

(415) 263-9939

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Not Applicable

(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 to 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 Act:

 

Title of each class		Trading Symbols		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 included as part of the units		PEPL		The Nasdaq Stock Market LLC
Warrants included as part of the units, 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

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.

 

As previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”), on October 19, 2021, PepperLime Health Acquisition Corp. (the “Company”) consummated an initial public offering (the “IPO”) of 15,000,000 units (the “Units”) at an offering price of $10.00 per Unit and a private placement with PepperOne LLC (the “Sponsor”) of 7,500,000 private placement warrants at a price of $1.00 per warrant. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Shares”) and one half (1/2) of one redeemable warrant to purchase one Class A Ordinary Share (“Public Warrant”). The IPO generated aggregate gross proceeds of $150,000,000. In connection with the IPO, the Company also granted the underwriters a 45-day option (the “Over-Allotment Option”) to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at an offering price of $10.00 per Over-Allotment Unit.

 

On October 29, 2021, the Company issued an additional 2,000,000 units (the “Over-Allotment Units”) pursuant to the partial exercise by the underwriters of their Over-Allotment Option in connection with the IPO. The Over-Allotment Units were priced at $10.00 per Unit, generating total gross proceeds of $20,000,000.

 

Concurrently, the Sponsor also purchased an additional 600,000 private placement warrants (the “Additional Private Placement Warrants”) at a price of $1.00 per Additional Private Placement Warrant, generating $600,000 in such private placement. The Additional Private Placement Warrants are identical to the Public Warrants sold in the IPO, except as otherwise disclosed in the Registration Statement on Form S-1 (File No. 333-259861), as amended. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Additional Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 8.01. Other Events.

 

Of the proceeds received from the consummation of the IPO, the private placement purchases by the Sponsor and the sale of the Over-Allotment Units, $171,700,000 (the “Offering Proceeds”) in the aggregate was deposited in the Company’s trust account (including $5,950,000 of deferred underwriting commission) established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except to pay income taxes, or upon the repurchase by the Company, prior to the consummation of a proposed business combination, of the public shareholders’ Class A Ordinary Shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the earlier of (a) the completion of the Company’s initial business combination or (b) the redemption of 100% of the Class A Ordinary Shares included in the Units and issued by the Company in the IPO, if the Company is unable to consummate an initial business combination within 18 months from the closing of the IPO.

 

An audited balance sheet as of October 19, 2021 reflecting receipt of the Offering Proceeds, but not the net proceeds from the sale of the Over-Allotment Units or the Additional Private Placement Warrants, was previously included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 25, 2021. The Company’s unaudited pro forma balance sheet as of October 19, 2021 reflecting receipt of the net proceeds from the sale of the Over-Allotment Units and the Additional Private Placement Warrants is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

On October 29, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the partial exercise of the Over-Allotment Option and the sale of the Over-Allotment Units.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibits
99.1		Unaudited Pro Forma Balance Sheet
99.2		Press Release, dated October 29, 2021

 

 

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.

 

Dated: October 29, 2021

	PepperLime Health Acquisition Corporation
	By:	/s/ Eran Pilovsky
	Name:	Eran Pilovsky
	Title:	Chief Financial Officer

 

 

 

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			151,500,000				20,200,000		(e)			171,700,000
Total assets		$	154,552,919			$	20,200,000				$	174,752,919
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable		$	126,378			$	-				$	126,378
Accrued expenses			475,750				-					475,750
Due to related party			200,653				-					200,653
Total current liabilities			802,781				-					802,781
Deferred underwriting commissions			5,250,000				700,000		(d)			5,950,000
Total Liabilities			6,052,781				700,000					6,752,781
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 15,000,000 and 17,000,000 shares subject to possible redemption at $10.10 per share, actual and as adjusted, respectively			151,500,000				19,060,000		(a)			171,700,000
							(381,200	)	(c)
							(667,100	)	(d)
							2,188,300		(f)
Shareholders' Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding			-				-					-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,312,500 and 4,250,000 shares issued and outstanding, actual and as adjusted, respectively (1)			431				(6	)	(g)			425
Additional paid-in capital			-				940,000		(a)			7,136,825
							600,000		(b)
							(18,800	)	(c)
							(32,900	)	(d)
							5,648,519		(f)
							6		(g)
Accumulated deficit			(3,000,293	)			(7,836,819	)	(f)			(10,837,112	)
Total shareholders' equity			(2,999,862	)			(700,000	)				(3,699,862	)
Total liabilities and shareholders' equity		$	154,552,919			$	20,200,000				$	174,752,919

 

(1) This number includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter.  On October 29, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 2,000,000 Units and terminated the over-allotment option to purchase the additional 250,000 Units; thus, 62,500 Class B ordinary shares have been forfeited.

 

The accompanying notes are an integral part of the financial statement.

 

 

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

 

The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of PepperLime Health Acquisition Corporation (the “Company”) as of October 19, 2021, adjusted for the closing of the underwriter’s over-allotment option and related transactions which occurred on October 29, 2021 as described below.

 

The Company consummated its initial public offering (the “IPO”) of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150.0 million. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

 

The Company granted the underwriter in the IPO a 45-day option to purchase up to 2,250,000 Units, at $10.00 per Unit, to cover over-allotments, if any. On October 29, 2021, the Company issued an additional 2,000,000 units (the “Over-Allotment Units”) pursuant to the partial exercise by the underwriters of their over-allotment option in connection with the IPO, generating gross proceeds of $20.0 million (the “Over-Allotment”). The Company incurred additional offering costs of $1.1 million in connection with the Over-Allotment (of which $700,000 was for deferred underwriting fees).

 

Simultaneously with the closing of the IPO on October 19, 2021, the Company completed a private placement (the “Private Placement”) of an aggregate of 7,500,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to PepperOne LLC, a Cayman Islands limited liability company (“Sponsor”), generating gross proceeds of $7.5 million. On October 29, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 600,000 Private Warrants at $1.00 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of $600,000.

 

Upon the closing of the IPO, the Over-Allotment and the Private Placement, approximately $171.7 million ($10.10 per Unit) of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a  trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

 

In addition, the Sponsor agreed to forfeit up to an aggregate of 562,500 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters. The underwriters partially exercised their over-allotment option on October 29, 2021 to purchase an additional 2,000,000 Units and terminated the remaining unexercised over-allotment option on 250,000 Units; thus, 62,500 Founder Shares were forfeited by the Sponsor.

 

 

Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the Private Placement Warrants described above are as follows:

 

		Pro Forma Entries		Debit				Credit
(a)		Cash		$	20,000,000
		Additional paid-in capital						$	940,000
		Class A ordinary shares subject to possible redemption						$	19,060,000
		To record sale of 2,000,000 Additional Units at $10.00 per Unit
(b)		Cash		$	600,000
		Additional paid-in capital						$	600,000
		To record sale of 600,000 Private Placement Warrants at $1.00 per additional Private Placement Warrant
(c)		Additional paid-in capital		$	18,800
		Class A ordinary shares subject to possible redemption		$	381,200
		Cash						$	400,000
		To record payment of 2% of cash underwriting fee on overallotment option
(d)		Additional paid-in capital		$	32,900
		Class A ordinary shares subject to possible redemption		$	667,100
		Deferred underwriting commissions						$	700,000
		To record additional deferred underwriting fee on overallotment option
(e)		Trust account		$	20,200,000
		Cash						$	20,200,000
		To deposit $10.10 per Unit to Trust Account
(f)		Accumulated deficit		$	7,836,819
		Additional paid-in capital						$	5,648,519
		Class A ordinary shares subject to possible redemption						$	2,188,300
		To record accresstion for Class A ordinary shares subject to possible redemption
(g)		Class B ordinary shares		$	6
		Additional paid-in capital						$	6
		To record the forfeiture of 62,500 Class B ordinary shares

 

 

 

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 acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the closing of the issuance of 2,000,000 units pursuant to the partial exercise of the underwriters’ option to purchase additional units in connection with the Company’s previously announced initial public offering. The additional units were sold at $10.00 per unit, resulting in gross proceeds of $20,000,000 and bringing the total gross proceeds from the Company’s initial public offering to $170,000,000, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

 

While the Company may pursue an initial business combination target in any business or industry, the Company intends to target companies at the intersection of technology and consumer health and wellness. The additional proceeds from the exercise of the over-allotment option will be used to fund the business combination.

 

The units began trading on the Nasdaq Global Market under the ticker symbol “PEPLU” on October 15, 2021. Each unit consists of one Class A ordinary share of the Company and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Global Market under the symbols “PEPL” and “PEPLW,” respectively.

 

Oppenheimer & Co. Inc. acted as the sole underwriter for the offering.

 

The offering was made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained from: Oppenheimer & Co. Inc., Attn: Syndicate Prospectus Department, 85 Broad Street, 26^th Floor, New York, New York 10004, telephone: (212) 667-8055 or email: [email protected].

 

A registration statement relating to the offering has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021. Copies of the registration statement, as amended, can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and any prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

 

PepperLime Health Acquisition Corporation
www.pepperlimehealth.com
Ramzi Haidamus
(415) 263-9939

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Maryland CareerQuest Connects Area Students with Training and Education Opportunities for Hands-On Careers
• Japan Gold Announces Private Placement of US$2 Million of Convertible Debentures
• Johnny Cash’s Songwriting Takes Center Stage on New Album, Songwriter, Made From Previously Unreleased 1993 Recordings