UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40915

PEPPERLIME HEALTH ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1610383
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
548 Market Street, Suite 97425, San Francisco, California 94104		94104
(Address of principal executive offices)		(Zip Code)

(415) 263-9939

(Registrant’s telephone number, including area code)

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


Title of 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 included as part of the Units	PEPL	The Nasdaq Stock Market LLC
Redeemable 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2023, there were 4,635,859 Class A ordinary shares, $0.0001 par value and 428,001 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

PEPPERLIME HEALTH ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS


				Page
Part I. Financial Information
	Item 1.		Financial Statements
		Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022		1
		Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022		2
		Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022		3
		Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022		4
		Notes to Unaudited Condensed Financial Statements		5
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.		Controls and Procedures	24
Part II. Other Information
	Item 1.		Legal Proceedings	25
	Item 1A.		Risk Factors	25
	Item 2.		Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	25
	Item 3.		Defaults Upon Senior Securities	26
	Item 4.		Mine Safety Disclosures	26
	Item 5.		Other Information	26
	Item 6.		Exhibits	26
Signatures				27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PEPPERLIME HEALTH ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2023		2022
	(Unaudited)
Assets
Current assets:
Cash	$	248,650	$	891,154
Restricted cash		25,000		25,000
Prepaid expenses		36,125		338,875
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 liabilities:
Accounts payable and accrued expenses	$	624,774	$	703,789
Total current liabilities		624,774		703,789

Deferred underwriting fee payable		5,950,000		5,950,000
Total Liabilities		6,574,774		6,653,789

Commitments and Contingencies
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, respectively		8,759,013		174,143,025

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of September 30, 2023 and December 31, 2022		—		—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 3,821,999 and zero shares issued and outstanding (excluding 813,860 and 17,000,000) as of September 30, 2023 and December 31, 2022, respectively		382		—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 428,001 and 4,250,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022 , respectively		43		425
Additional paid-in capital		—		—
Accumulated deficit		(6,265,424)		(5,399,185)
Total Shareholders’ Deficit		(6,264,999)		(5,398,760)
Total Liabilities and Shareholders’ Deficit	$	9,068,788	$	175,398,054

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

PEPPERLIME HEALTH ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative expenses	$	356,134	$	216,965	$	866,239	$	831,533
Loss from operations		(356,134)		(216,965)		(866,239)		(831,533)

Other income:
Interest earned on investments held in Trust Account		148,305		755,321		754,544		991,565

Net (loss) income	$	(207,829)	$	538,356	$	(111,695)	$	160,032

Weighted average shares outstanding, Class A ordinary shares		2,422,650		17,000,000		2,626,312		17,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.04)	$	0.03	$	(0.02)	$	0.01

Weighted average shares outstanding, Class B ordinary shares		2,864,352		4,250,000		3,788,117		4,250,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.04)	$	0.03	$	(0.02)	$	0.01

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

PEPPERLIME HEALTH ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	4,250,000	$	425	$	—	$	(5,399,185)	$	(5,398,760)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(455,176)		(455,176)

Net loss	—		—	—		—		—		(8,237)		(8,237)

Balance - March 31, 2023 (unaudited)	—		—	4,250,000		425		—		(5,862,598)		(5,862,173)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(151,063)		(151,063)

Net income	—		—	—		—		—		104,371		104,371

Balance – June 30, 2023 (unaudited)	—		—	4,250,000		425		—		(5,909,290)		(5,908,865)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(148,305)		(148,305)

Conversion of Class B ordinary shares to Class A ordinary shares	3,821,999		382	(3,821,999)		(382)		—		—		—

Net loss	—		—	—		—		—		(207,829)		(207,829)

Balance – September 30, 2023 (unaudited)	3,821,999	$	382	428,001	$	43	$	—	$	(6,265,424)	$	(6,264,999)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	4,250,000	$	425	$	—	$	(4,043,912)	$	(4,043,487)

Net loss	—		—	—		—		—		(331,402)		(331,402)

Balance – March 31, 2022 (unaudited)	—		—	4,250,000		425		—		(4,375,314)

SEC Form 10-Q filed by PepperLime Health Acquisition Corporation Warrrant