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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
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SCHEDULESchedule 14A
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PepperLime Health Acquisition Corporation
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Soliciting Material Pursuant to §240.14a-12
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PepperLime Health Acquisition Corporation
548 Market Street, Suite 97425
San Francisco, California 94104
NOTICE OFPROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
To Be Held at 11:00 a.m. Pacific Time on January 11, 2023PEPPERLIME HEALTH ACQUISITION CORPORATION
Dear Shareholders:Shareholders of PepperLime Health Acquisition Corporation:
NOTICE IS HEREBY GIVEN that anYou are cordially invited to attend (in person or by proxy) the extraordinary general meeting (the “Special Meeting”) of PepperLime Health Acquisition Corporation, (“PepperLime,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company will(the “company”, “we”, “us” or “our”), to be held on August 22, 2023 at 1:00 p.m., Pacific time, at the offices of Freshfields Bruckhaus Deringer USLoeb & Loeb LLP, located at 855 Main Street, Redwood City, California 94063Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 and online via live webcast at 11:00 a.m. Pacific Time on January 11, https://www.cstproxy.com/​pepperlimehealth/2023 (the “general meeting”), or at such other time, and on such other date and at such other place to which the general meeting may be postponed or adjourned, or postponed. You may accessand you will also be able to attend the Special Meeting at:general meeting via teleconference and to vote during the general meeting using the following dial-in information:
Live Webcast:
www.virtualshareholdermeeting.com/PEPLU2023SM
The meeting may be attended virtually online viaTelephone access:
Within the Internet, and for purposesU.S.:
1 800-450-7155 (toll-free)
Outside of the amendedU.S.:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
Shareholders are encouraged to attend the general meeting via live webcast or teleconference and restated memorandumwill be afforded the same rights and articles of association (the “Amendedopportunities to vote and Restated Memorandumparticipate as they would at an in-person extraordinary general meeting. The accompanying proxy statement is dated August 9, 2023, and Articles of Association”)is first being mailed to shareholders of the Company, in person and the physical location of the meeting is at the offices of Freshfields Bruckhaus Deringer US LLP located at 855 Main Street, Redwood City, California 94063. In light of public health concerns regarding COVID-19, virtual attendance is encouraged, and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing.company on or about August 10, 2023.
You will need the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Even if you are planning on attending the Special Meeting onlinegeneral meeting via live webcast or in person,teleconference, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online or in person, itproxy. It is strongly recommended that you complete and return your proxy card before the Special Meetinggeneral meeting date to ensure that your shares will be represented at the Special Meeting if yougeneral meeting. Instructions on how to vote your shares are unable to attend.
Thein the accompanying proxy statement (the “Proxy Statement”) is dated December 19, 2022, and is first being mailed to shareholders of the Company on or about that date.other proxy materials you received for the general meeting.
The sole purpose of the Special Meetinggeneral meeting is being held to consider and vote onupon the following proposals:
1.
Proposal No. 1 — The Extension Proposal — as a special resolution, to approve the extension of the date by which the Companycompany must consummate an initial business combination (“Business Combination”business combination”) from April 19, 2023, which is 18 months from the closing of our initial public offering (“IPO”), to October 19, 2023 (the “Extended Date”“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 the termination date (assuming the company’s business combination has not occurred), by amending the Company’scompany’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A to the accompanying Proxy Statementproxy statement (the “Extension Amendment Proposal”“extension amendment” and any suchthe end date of each extension effected pursuant thereto,referred to herein as the “Extension”“extended date”); and (the “extension proposal”).
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2.
Proposal No. 2 — The Conversion Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement, to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination (the “conversion proposal”).
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3.
Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Special Meetinggeneral meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies andin the event that there are insufficient votes for, or otherwise in connection with, the approval of the extension proposal or the conversion proposal (the “adjournment proposal”), which will be presented at the general meeting if, based uponon the tabulated votevotes, there are not sufficient votes at the time of the Special Meeting, there are insufficient votesgeneral meeting to approve the Extension Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal isextension proposal or the conversion proposal, in which case the adjournment proposal will be the only expected to beproposal presented at the Special Meeting if theregeneral meeting.
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Each of the proposals is more fully described in the accompanying proxy statement, which you are not sufficient votesencouraged to approve the Extension Amendment Proposal.read carefully.
The Extension Amendment Proposalpurpose of the extension proposal is to give us additional time to complete the business combination. The company’s current Amended and Restated Memorandum and Articles of Association (the “current charter”) provides that the company has until October 19, 2023 (the “termination date”) to complete a business combination. Our board of directors (the “board”) currently believes that there will not be sufficient time to complete a business combination by October 19, 2023. Therefore, our board has determined that it is in the best interests of the company and its shareholders to amend its current charter to extend the time it has to complete a business combination (the “combination period”) to April 2024 (if extended to the full extent) in order to provide our shareholders with the chance to participate in an investment opportunity. If the extension proposal is approved, the company will have the right to extend the combination period for a total of up to four times, with an initial three-month extension, and then three additional one-month extensions for a total of six months after the termination date up to April 19, 2024 (if extended to the full extent), provided that in connection with each extension, the Company or PepperOne LLC, the company’s sponsor (the “sponsor”) (or its affiliates or permitted designees) agrees to deposit into the trust account (A) for the initial three (3) month extension $0.06 for each public share not redeemed in connection with the extension proposal and the conversion proposal, and (B) for each of the three subsequent one-month extensions $0.02 for each unredeemed public share (the “extension payment”) until April 19, 2024 (assuming the company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
The purpose of the conversion proposal is to remove certain restrictions contained in the current charter in order to permit holders of the Class B ordinary shares to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of the business combination at the option of the holders. Adoption of the conversion proposal will give the company additional flexibility to meet certain Nasdaq continued listing requirements. If we fail to regain compliance with certain Nasdaq continued listing requirements, we could be delisted and in that case, we would likely not be able to complete a business combination. The holders of the converted shares will continue to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our initial public offering (the “IPO”).
In connection with the extension proposal and the conversion proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “trust account”), including interest earned on the funds held in the trust account and not previously released to the company to pay its taxes, divided by the number of then-issued and outstanding Class A ordinary shares, regardless of how such public shareholders vote on the extension proposal and the conversion proposal or if they vote at all. If the extension proposal and the conversion proposal are approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their Class A ordinary shares upon consummation of our initial business combination if and when it is submitted to a vote of our shareholders, subject to any limitations set forth in the current charter, as amended. In addition, if the extension proposal is not approved, public shareholders will be entitled to have their shares redeemed for cash if the company has not completed an initial business combination by October 19, 2023.
Based upon the amount held in the trust account as of July 31, 2023, which was approximately $13.3 million, the company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.66 at the time of the general meeting. The closing
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price of a Class A ordinary share on August 8, 2023 was $10.69. The company cannot assure shareholders that they will be able to sell their Class A ordinary shares in the open market as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Pursuant to our current charter, a public shareholder may request that the company redeem all or a portion of such public shareholder’s public shares for cash if the extension proposal and the conversion proposal are approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
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(ii)
prior to 5:00 p.m., Eastern time, on August 18, 2023, (two business days prior to the vote at the general meeting or any adjournment thereof), (a) submit a written request to Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), the company’s transfer agent, that the company redeem your public shares for cash and (b) tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
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Holders of units of the company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the extension proposal and the conversion proposal.
The extension proposal and the conversion proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special

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Meeting.general meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Sharesshares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
The Adjournment Proposaladjournment proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote at a general meeting of the Company.
THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.
The purposeboard has fixed the close of business on July 14, 2023, as the Extensionrecord date for the general meeting (the “record date”). Only shareholders of record on July 14, 2023 are entitled to notice of and to vote at the general meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is to allow us more time to complete a Business Combination. The Amended and Restated Memorandum and Articles of Association provides that we have until April 19, 2023 to complete a Business Combination. Our board of directors (the “Board”) currently believes that there will not be sufficient time to complete a Business Combination by April 19, 2023. Therefore, our Board has determined that it ispresented in the best interests of the Company and its shareholdersaccompanying proxy statement.
You are not being asked to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate a Business Combination to the Extended Date in order to provide our shareholders with the chance to participate invote on an investment opportunity. In the event that the Company enters into a definitive agreement for a Business Combination prior to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) announcing the proposed Business Combination.
In connection with the Extension Amendment Proposal, each holder of Class A ordinary shares, $0.0001 par value (“Public Shares” or “Class A Ordinary Shares”) other than PepperOne LLC, a Cayman Islands limited liability company (“Sponsor”), an officer or a director (such holders of Public Shares, “Public Shareholders”) may elect to redeem their Public Shares upon the approval or effectiveness of the Extension Amendmentinitial business combination at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of the then-outstanding Public Shares. However, if redemptions by Public Shareholders of our Public Shares in connection with the approval of the Extension would cause us to have less than $40,000,000 of funds held in the Company’s trust account established in connection with the IPO (the “Trust Account”) after such redemptions, even if the Extension Amendment Proposal is approved, we may in our sole discretion determine not to proceed with the Extension Amendment (as provided by the text of the special resolution approving the Extension Amendment Proposal). If we determine to proceed with the Extension Amendment Proposal notwithstanding that the redemptions would cause us to have less than $40,000,000 of funds held in the Trust Account, we will nevertheless not proceed with the Extension Amendment Proposal if it would cause our Company’s net tangible assets to be less than $5,000,001 following such redemptions (as provided by the Amended and Restated Memorandum and Articles of Association and the text of the special resolution approving the Extension Amendment Proposal). We believe it is in the best interest of the Company and our shareholders to maintain at least $40,000,000 of funds in the Trust Account in order to best position us to negotiate with one or more potential targets and to consummate a Business Combination.
this time. If the Extension Amendment Proposal is not approved, or the Extension Amendment is notproposals are implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001 following such redemptions, or we determine not to proceed with the Extension Amendment because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (each as provided by the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extension we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish the rights of Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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Public Shareholder may elect to redeem all or a portion of their Public Shares regardless of whether such Public Shareholder votes “FOR” or “AGAINST” the Extension Amendment Proposal. Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether such Public Shareholders were holders as of the record date. Public Shareholders whoyou do not elect to redeem all or a portion of their Public Sharesyour public shares in connection with the Extension Amendment Proposal will still be entitled to have their shares redeemed for cash if we have not completed our Business Combination byextension proposal and the Extended Date. In addition, regardless of whether a Public Shareholder votes “FOR” or “AGAINST” the Extension Amendment Proposal, if the Extension Amendment is implemented and a Public Shareholder does not elect to redeem all or a portion of its Public Shares, theyconversion proposal, you will retain the right to vote on any proposed Business Combination through the Extended Datean initial business combination if and when such transaction is submitted to shareholders and the right to redeem their Public Shares at a per-share redemption price payable inyour public shares for cash equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares, subject to certain conditions and limitations. We are not asking you to vote on any proposed Business Combination at this time.
Based upon the amount in the Trust Account as of November 30, 2022, which was $173,584,800.11, we anticipate that the per-share redemption price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.21 at the time of the Special Meeting. The closing price of the Public Shares on the Nasdaq Capital Market on December 16, 2022, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.20. Shareholders may not be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares. The withdrawal of funds from the Trust Account in connection with the redemption by Public Shareholders of all or a portion of their Public Shares will reduce the amount held in the Trust Account following such redemption, and the amount remaining in the Trust Account may be only a small fraction of the approximately $173,584,800.11that was in the Trust Account as of November 30, 2022. In such event, we may need to obtain additional funds to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable or at all.
TO DEMAND REDEMPTION, PRIOR TO THE SPECIAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension.
Our Sponsor, other holders of our Class B ordinary shares, $0.001 par value (“Founder Shares”) prior to this offering (“Founder Shareholders”), including qualified institutional buyers or institutional accredited investors the anchor investors (“Anchor Investors” and, together with the Founder Shareholders, the “Initial Shareholders”) agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholderstrust account in the event that there are insufficient votes for,a proposed initial business combination is approved and completed or otherwise in connection with, the approval of the Extension Amendment Proposal.
The approval of the Extension is essential to the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Our Board will also retain the right to abandon andcompany has not implement the Extension Amendment if redemptions of our Public Shares in connection with the approval of the Extension Amendment Proposal would (i) cause us to have less than $40,000,000 of funds held in the Trust Account following such redemptions and (ii) cause our Company's net tangible assets to be less than $5,000,001 following such redemptions (each as providedconsummated an initial business combination by the text ofdeadline date (unless further extended). If an initial business combination is not consummated by the special resolution approvingdeadline date (unless further extended), the Extension Amendment Proposal).company will redeem its public shares.

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Our Board has fixed the close
All of business on November 30, 2022 as the record date for determining theour shareholders entitledare cordially invited to receive notice ofattend and vote during the general meeting at the Special Meeting and any adjournmentoffices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111, online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023 or postponement thereof. Only holders of recordvia teleconference, using the following dial-in information:
Telephone access:
Within the U.S.:
1 800-450-7155 (toll-free)
Outside of the shares on that date are entitled to have their votes countedU.S.:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
To ensure your representation at the Special Meeting or any adjournment or postponement thereof.
After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
No other business may be transacted at the Special Meeting.
Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
December 19, 2022
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By Order of the Board
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/s/ Ramzi Haidamus
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Ramzi Haidamus, Chief Executive Officer
Your vote is important. Ifgeneral meeting, however, you are a shareholder of record, pleaseurged to complete, sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a shareholder of record, you may also cast your vote in person or online at the Special Meeting.possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares, or youshares. You may castrevoke your proxy card at any time prior to the general meeting.
A shareholder’s failure to vote in person or onlineby proxy will not be counted towards the number of ordinary shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Specialgeneral meeting.
YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of General Meeting by obtainingfor a legal proxy from your brokerage firm or bank.
Important Notice Regarding the Availabilitymore complete statement of Proxy Materials for the Special Meetingmatters to be heldconsidered at 11:00 a.m. Pacific Time on January 11, 2023: This noticethe general meeting.
If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling (877) 870-8565, or banks and brokers can call collect at (206) 870-8565, or by emailing to ksmith@advantageproxy.com.
On behalf of Special Meeting and the accompanying Proxy Statement are available at www.proxyvote.com.
board, we would like to thank you for your support of PepperLime Health Acquisition Corporation.
August 9, 2023

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​By Order of the Board,​​
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING/s/ Ramzi Haidamus
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Ramzi Haidamus
Chief Executive Officer
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1
RISK FACTORS
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11
FORWARD-LOOKING STATEMENTS
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13
BACKGROUND
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14
PROPOSAL 1 – THE EXTENSION AMENDMENT PROPOSAL
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PROPOSAL 2 – THE ADJOURNMENT PROPOSAL
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20
THE SPECIAL MEETING
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21
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS
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26
BENEFICIAL OWNERSHIP OF SECURITIES
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HOUSEHOLDING INFORMATION
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33
WHERE YOU CAN FIND MORE INFORMATION
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34
ANNEX A
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PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEPPERLIME HEALTH ACQUISITION CORP.
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A-1
If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING OR ANY ADJOURNMENT THEREOF THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) TENDER OR DELIVER YOUR CLASS A ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU
i

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QUESTIONS AND ANSWERS ABOUT
WILL NEED TO INSTRUCT THE SPECIAL MEETINGACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
These Questions This proxy statement is dated August 9, 2023
and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be importantis first being mailed to you. You should read carefully the entire document.
Q.
Why am I receiving this Proxy Statement?
A.
We are a blank check company incorporated as a Cayman Islands exempted company on June 29, 2021 for the purpose of effecting a Business Combination such as a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified. On October 19, 2021, we consummated our IPO of 15,000,000 units (with each “Unit” consisting of one Public Share and one-half of one redeemable warrant) at $10.00 per Unit, pursuant to which we received gross proceeds, before expenses, of $150,000,000. On October 29, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 2,000,000 Units generating gross proceeds, before expenses, of $20,000,000. Like many blank check companies, our Amended and Restated Memorandum and Articles of Association provides for the return of the funds held in trust to the holders of shares sold in our IPO if there is no qualifying Business Combination consummated on or before a certain date (in our case, April 19, 2023).
Our Board has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate a Business Combination to the Extended Date in order to provide our shareholders with the chanceform of proxy on or about August 10, 2023.
IMPORTANT
Whether or not you expect to attend the general meeting, you are respectfully requested by the board of the company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the general meeting.
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PEPPERLIME HEALTH ACQUISITION CORPORATION
548 Market Street, Suite 97425
San Francisco, California 94104
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON AUGUST 22, 2023
Dear Shareholders of PepperLime Health Acquisition Corporation:
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “company”, “we”, “us” or “our”), will be held on August 22, 2023, at 1:00 p.m., Pacific time, at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 and online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023 (the “general meeting”), or at such other time, on such other date and at such other place to which the general meeting may be postponed or adjourned and you will also be able to attend the general meeting via teleconference. For the purposes of the memorandum and articles of association of the company, the physical place of the general meeting will be the offices of Loeb & Loeb LLP located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111. You will also be able to attend the general meeting and vote during the general meeting via teleconference, using the following dial-in information:
Telephone access:
Within the U.S. and Canada:
1 800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
Shareholders are encouraged to attend the general meeting via live webcast or teleconference and will be afforded the same rights and opportunities to vote and participate inas they would at an investment opportunity.in-person extraordinary general meeting.
Q.
What is being voted on?
A.
You are being asked to vote on:
a proposalThe general meeting will be held to be approvedconsider and vote upon the following proposals:
1.
Proposal No. 1 — The Extension Proposal — as a special resolution, to extendapprove the extension of the date by which the Companycompany must consummate a Business Combinationan initial business combination (“business combination”) from April 19, 2023 (which is 18 months from the closing of our IPO) to the Extended Date of October 19, 2023 (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 the termination date (assuming the company’s business combination has not occurred), by amending the Company’scompany’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A;A to the accompanying proxy statement (the “extension amendment” and the end date of each extension referred to herein as the “extended date”) (the “extension proposal”).
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2.
Proposal No. 2 — The Conversion Proposal — as a proposalspecial resolution, to be approvedamend the company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement, to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination (the “conversion proposal”).
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3.
Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Special Meetinggeneral meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based uponin the tabulated vote at the time of the Special Meeting,event that there are insufficient votes to approve the Extension Amendment Proposal.
If redemptions of our Public Sharesfor, or otherwise in connection with, the approval of the Extension would cause us to have less than $40,000,000 of funds held inextension proposal or the Trust Account after such redemptions, evenconversion proposal (the “adjournment proposal”), which will be presented at the general meeting if, based on the Extension Amendment Proposal is approved, we may in our sole discretion determinetabulated votes, there are not to proceed withsufficient votes at the Extension Amendment (as provided by the texttime of the special resolution approvinggeneral meeting to approve the Extension Amendment Proposal). If we determine to proceed withextension proposal or the Extension Amendment Proposal notwithstanding thatconversion proposal, in which case the redemptions would cause us to have less than $40,000,000 of funds held in the Trust Account, we will nevertheless not proceed with the Extension Amendment Proposal if it would our Company’s net tangible assets to be less than $5,000,001 following such redemptions (each as provided by our Amended and Restated Memorandum and Articles of Association and the text of the special resolution approving the Extension Amendment Proposal). We believe it is in the best interest of the Company and our shareholders to maintain at least $40,000,000 of funds in the Trust Account in order to best position us to negotiate with one or more potential targets and to consummate a Business Combination.
If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the withdrawal of amounts from the Trust Account in connection with the redemption by Public Shareholders of all or a portion of their Public Shares will reduce the amount held in the Trust Account following such redemption. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $173,584,800.11 that was in the Trust Account as of November 30, 2022. In such event, we may need to obtain additional funds to complete a Business Combination, and there can be no assurance that such fundsadjournment proposal will be available on terms acceptable orthe only proposal presented at all.the general meeting.
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If the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company’s net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension Amendment because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held
The above matters are more fully described in the Trust Account (each as provided byaccompanying proxy statement. We urge you to read carefully the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023accompanying proxy statement in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek anotherits entirety.
The extension we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholdersproposal and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligationsconversion proposal must be approved by a special resolution under Cayman Islands law, to provide for claimswhich requires the affirmative vote of creditors and the requirements of other applicable law.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive anya majority of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
Q.
Why is the Company proposing the Extension Amendment Proposal?
A.
Our Amended and Restated Memorandum and Articles of Association provides for the return of the funds held in the Trust Account to the holders of Public Shares if there is no qualifying Business Combination consummated by April 19, 2023.
The purpose of the Extension is to allow us more time to complete a Business Combination.
Our Board currently believes that there will not be sufficient time to complete a Business Combination by April 19, 2023. Therefore, our Board has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate a Business Combination to the Extended Date in order to provide our shareholders with the chance to participate in an investment opportunity. In the event that the Company enters into a definitive agreement for a Business Combination prior to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed Business Combination.
Accordingly, our Board is proposing to extend the date by which the Company must consummate a Business Combination from April 19, 2023 (which is 18 months from the closing of our IPO) to the Extended Date by amending the Company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A.
You are not being asked to vote on a proposed Business Combination at this time. If the Extension Amendment is implemented and you do not elect to submit any or all of your Public Shares for redemption, you will retain the right to vote on any proposed Business Combination when and if one is submitted to shareholders and the right to redeem the Public Shares at a per-share redemption price payable in cash, equal to the pro rata portion of the Trust Account in the event a proposed Business Combination is approved and completed or the Company has not consummated a Business Combination by the Extended Date, subject to (i) our sole discretion to determine whether to proceed with the Extension Amendment if redemptions of our Public Shares in connection with the approval of the Extension Amendment Proposal would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions and (ii) the requirement that the Company shall not redeem
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Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (each as provided by the text of the special resolution approving the Extension Amendment Proposal).
Q.
Why should I vote “FOR” the Extension Amendment Proposal?
A.
Our Amended and Restated Memorandum and Articles of Association provides that in the event that any amendment is made to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 18 months (or up to 24 months if such date is extended pursuant to a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association) from the consummation of the IPO, we will provide our Public Shareholders with the opportunity to redeem their Public Shares upon the approval or effectiveness of the Extension Amendment at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of the then-outstanding Public Shares. We believe that this provision of the Amended and Restated Memorandum and Articles of Association was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
Given our expenditure of time, effort and money to identify potential targets for a potential Business Combination, our Board believes current circumstances warrant providing the Public Shareholders with an opportunity to consider a potential Business Combination, inasmuch as we are also affording Public Shareholders who wish to redeem their Public Shares the opportunity to do so. If you do not elect to redeem your Public Shares, you will retain the right to vote on any proposed Business Combination in the future and the right to redeem your Public Shares in connection with such Business Combination.
Whether a holder of Public Shares votes in favor of or against the Extension Amendment Proposal, if such proposal is approved, the holder may, but is not required to, redeem their Public Shares at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then-outstanding Public Shares. If redemptions of our Public Shares in connection with the approval of the Extension Amendment Proposal would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions, even if the Extension Amendment Proposal is approved, we may in our sole discretion determine not to proceed with the Extension Amendment (as provided by the text of the special resolution approving the Extension Amendment Proposal). If we determine to proceed with the Extension Amendment Proposal notwithstanding that the redemptions would cause us to have less than $40,000,000 of funds held in the Trust Account, we will nevertheless not proceed with the Extension Amendment Proposal if it would our Company's net tangible assets to be less than $5,000,001 following such redemptions (each as provided by our Amended and Restated Memorandum and Articles of Association and the text of the special resolution approving the Extension Amendment Proposal).
Liquidation of the Trust Account is a fundamental obligation of the Company to the Public Shareholders, and we are not proposing and will not propose to change that obligation to the Public Shareholders. If holders of Public Shares do not elect to redeem their Public Shares, such holders will retain redemption rights in connection with any Business Combination we may propose. Assuming the Extension Amendment Proposal is approved, we will have until the Extended Date to complete a Business Combination.
Our Board recommends that you vote in favor of the Extension Amendment Proposal.
Q.
Why should I vote “FOR” the Adjournment Proposal?
A.
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Extension Amendment Proposal.
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If presented, our Board recommends that you vote in favor of the Adjournment Proposal.
Q.
When would the Board abandon the Extension Amendment Proposal?
A.
Our Board will abandon the Extension Amendment Proposal if our shareholders do not approve the Extension Amendment Proposal. If redemptions of our Public Shares in connection with the approval of the Extension Amendment Proposal would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions, even if the Extension Amendment Proposal is approved, we may in our Board’s sole discretion determine not to proceed with the Extension Amendment (as provided by the text of the special resolution approving the Extension Amendment Proposal). If we determine to proceed with the Extension Amendment Proposal notwithstanding that the redemptions would cause us to have less than $40,000,000 of funds held in the Trust Account, we will nevertheless not proceed with the Extension Amendment Proposal if it would our Company's net tangible assets to be less than $5,000,001 following such redemptions (each as provided by our Amended and Restated Memorandum and Articles of Association and the text of the special resolution approving the Extension Amendment Proposal).
Q.
What happens if redemptions would cause the Company to have less than $40,000,000 of funds held in the Trust Account after such redemption?
We may in our sole discretion determine not to proceed with the Extension Amendment, if redemptions of our Public Shares in connection with the approval of the Extension Amendment Proposal would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions (as provided by the text of the special resolution approving the Extension Amendment Proposal).
Q.
What happens if the redemptions of our Public Shares would cause the Company to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal?
A.
We will not proceed with the Extension Amendment if redemption of our Public Shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal (as provided by our Amended and Restated Memorandum and Articles of Association and the text of the special resolution approving the Extension Amendment Proposal).
Q.
How do the Company insiders intend to vote their shares?
A.
Our Sponsor, directors and officers beneficially own an aggregate of 3,389,500 Founder Shares as of November 30, 2022. Such Founder Shares represent 15.9% of our issued and outstanding shares as of November 30, 2022.
The Founder Shares carry the right to vote together as a single class with the Class A Ordinary Shares in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, and directors and officers that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.
In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Special Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and they have not formulated any terms or conditions for any such transactions. Furthermore, the Company has no current commitments, plans or intentions to facilitate such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions, if any. Such purchases that are completed after the record date for the Special Meeting, if any, may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holderleast two-thirds of the shares in question,who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the general meeting. Abstentions and broker non-votes will vote in favorhave no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Extension Amendment Proposal and the Adjournment Proposal and/shares being individuals present in person or will not exerciseby proxy or if a corporation or other non-natural person by its redemption rights with respect to the shares so purchased. duly authorized representative or proxy shall be a quorum.
The Company has no current commitments, plans or intentions to procure such agreements with selling shareholders. The purpose of such share purchases and other transactions, if any, would be to increase the likelihood that the votes to be put to the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and the Adjournment Proposal and elected to redeem their shares for a portion of the
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Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any Public Shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal and the Adjournment Proposal.
Q.
What vote is required to adopt the Extension Amendment Proposal?
A.
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on thisadjournment proposal assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, then amounts will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to elect to redeem all or a portion of your Public Shares even if you vote against or abstain from voting on the Extension Amendment Proposal.
Q.
What vote is required to approve the Adjournment Proposal?
A.
The holders of one-third of the Shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present.
Q.
What if I do not want to vote “FOR” the Extension Amendment Proposal?
A.
If you do not want the Extension Amendment Proposal to be approved, you must vote “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
Our Board will abandon the Extension Amendment if our shareholders do not approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension Amendment because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (each as provided by the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extension we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Please also see “Why should I vote ‘FOR’ the Extension Amendment Proposal?”
Q.
If the Extension Amendment Proposal is approved, what happens next?
A.
We will continue our efforts to complete a Business Combination until the Extended Date. Upon approval of the Extension Amendment Proposal by the requisite number of votes and the implementation of the
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Extension Amendment, the Amended and Restated Memorandum and Articles of Association would be amended in the form set forth in Annex A. We will remain a reporting company under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and our Units, Public Shares and warrants will remain publicly traded.
If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the withdrawal of amounts from the Trust Account in connection with the redemption by Public Shareholders of all or a portion of their Public Shares will reduce the amount held in the Trust Account following such redemption and increase the percentage interest of our shares held by our Sponsor, directors and officers as a result of their ownership of the Founder Shares.
If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, but we do not complete a Business Combination by the Extended Date, we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The per share distribution from the Trust Account, if we liquidate, may be less than $10.21 due to unforeseen claims of creditors.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
Q.
What happens to the Company’s outstanding warrants if the Extension Amendment Proposal is not approved?
A.
If the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (each as provided by the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extension we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension.
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Q.
What happens to the Company’s outstanding warrants if the Extension Amendment Proposal is approved?
A.
If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt a Business Combination by the Extended Date.
All public warrants will remain outstanding and will become exercisable for one ordinary share 30 days after the completion of a Business Combination at an initial exercise price of $11.50 per whole warrant for a period of five years, provided that we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).
Q.
If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with a proposed Business Combination?
A.
Unless you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of any future Business Combination, subject to any limitations set forth in our Amended and Restated Memorandum and Articles of Association.
Q.
How do I change my vote?
A.
If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 prior to the date of the Special Meeting or by voting in person or online at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902.
Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name and you wish to attend the Special Meeting and vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Q.
How are votes counted?
A.
Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
The approval of the Adjournment Proposal requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-thirdgeneral meeting of the Shares (being individuals presentCompany.
In connection with the extension proposal and the conversion proposal, public shareholders may elect to redeem their shares for a per-share price, payable in person orcash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “trust account”), including interest not previously released to the company to pay its taxes, divided by proxy the number of then-issued and outstanding Class A ordinary shares, regardless of how such public shareholders vote on the extension proposal and the conversion proposal, or if they vote at all. If the extension proposal and the conversion proposal are approved by the requisite vote of shareholders, the remaining public shareholders will retain their right to redeem their Class A ordinary shares upon consummation of our initial business combination if and when it is submitted to a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum.
Q.
If my shares are heldvote of our shareholders, subject to any limitations set forth in “street name,” will my broker automatically vote them for me?
A.
No, your broker, bank, or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank, or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.
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We believe all the proposals presented to thecurrent charter, as amended. In addition, public shareholders will be considered “non-routine” proposals,entitled to have their shares redeemed for cash if the company has not completed an initial business combination by the deadline date.
Pursuant to our current charter, a public shareholder may request that the company redeem all or a portion of such public shareholder’s public shares for cash if the extension proposal and thereforethe conversion proposal are approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your broker, bank or nominee cannotredemption rights with respect to the public shares; and
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(ii)
prior to 5:00 p.m., Eastern time, on August 18, 2023 (two business days prior to the vote your shares without your instruction. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voting instruction card provided by your broker or other agent. You are also invited to attend the Special Meeting in person or online, but you must obtain a legal proxy from the broker or other agent that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
Q.
Who can vote at the Special Meeting?
A.
Only holders of record of our shares at the close of business on November 30, 2022 are entitled to have their vote counted at the Special Meeting and any adjournment or postponement thereof. On this record date, 17,000,000 shares were outstanding and entitled to vote.
Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person or online at the Special Meetinggeneral meeting or vote by proxy. Whether or not you plan to attend the Special Meeting in person or online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name ofany adjournment thereof), (a) submit a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voter instruction card, as applicable. You are also invited to attend the Special Meeting in person or online. However, since you are not the shareholder of record, you may not vote your shares in person online at the Special Meeting unless youwritten request and obtain a legal proxy from your broker or other agent.
Q.
What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
A.
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of Founder Shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal - Interests of our Sponsor, Directors and Officers.”
Q.
What do I need to do now?
A.
We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.
Q.
How do I vote?
A.
If you are a holder of record of our shares, you may vote in person or online at the Special Meeting or by submitting a proxy for the Special Meeting. You may access the Special Meeting online at www.virtualshareholdermeeting.com/PEPLU2023SM.You will need the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. Whether or not you plan to attend the Special Meeting in person or online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person or online if you have already voted by proxy.
If you have any questions about www.proxyvote.com or your control number, please contact the bank, broker, transfer agent or other organization that holds your shares. The availability of online voting may depend on the voting procedures of the organization that holds your shares. Please note that you may physically attend the Special Meeting in person or may attend the Special Meeting online by following the instructions below.
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You can pre-register to attend the Special Meeting online. Enter the URL address into your browser, and enter your 16-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 16-digit meeting control number and will also be prompted to enter your 16-digit meeting control number if you vote online during the Special Meeting. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
If your shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voting instruction card provided by your broker or other agent. You are also invited to attend the Special Meeting in person or online, but you must obtain a legal proxy from the broker or other agent that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
Q.
How do I redeem my shares?
A.
Each of our Public Shareholders may submit an election that, if the Extension Amendment is implemented, such Public Shareholder elects to redeem all or a portion of their shares at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. You will also be able to redeem your Public Shares in connection with any proposed Business Combination, or if we have not consummated a Business Combination by the Extended Date.
In order to tender your shares for redemption, you must elect either to physically tender your shares (and share certificates (if any) and other redemption forms) to Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), the Company’scompany’s transfer agent, at 1 State Street, 30th Floor, New York, NY 10004 Attn: Mark Zimkind (mzimkind@continentalstock.com),that the company redeem your public shares for cash and (b) tender or to deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based onthrough The Depository Trust Company (“DTC”).
​
Holders of units of the mannercompany must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the extension proposal and the conversion proposal.
While we are using our best efforts to enter into and complete a business combination as soon as practicable, our board of directors (the “board”) believes that there will not be sufficient time before the termination date to consummate a business combination and hold your shares. You should tender youran extraordinary general meeting at which to conduct a vote for shareholder approval of the business combination. Accordingly, the board believes that in order to be able to consummate a business combination, we will need to obtain the extension. Without the extension, the board believes that there is significant risk that we might not, despite our best efforts, be able to
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enter into and complete a business combination on or before the termination date. If that were to occur, we would be precluded from completing the business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the business combination.
If the conversion proposal is not approved, holders of the Class B ordinary shares will be unable to convert such shares into Class A ordinary shares prior to the closing of the business combination. That may make it more difficult for us to comply with certain Nasdaq’s continued listing requirements.
The sponsor and the company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of the Sponsor Shares held by it or them, as applicable, if the company fails to complete an initial business combination, although they will be entitled to liquidating distributions from the trust account with respect to any other Class A ordinary shares they hold if the company fails to complete its initial business combination by the deadline date.
If the company liquidates, the sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the assets in the trust account, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third-party claims. The company has not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of the company and, therefore, the sponsor may not be able to satisfy those obligations. None of the company’s officers or directors will indemnify the company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.
Based upon the amount held in the trust account as of July 31, 2023, which was approximately $13.3 million, the company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.66 at the time of the general meeting. The closing price of a Class A ordinary share on August 8, 2023 was $10.69. The company cannot assure shareholders that they will be able to sell their Class A ordinary shares in the manner described aboveopen market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If the extension proposal and the conversion proposal are approved, such approval will constitute consent for the company to (i) remove from the trust account an amount (the “withdrawal amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company to pay its taxes, divided by the number of then issued and outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the withdrawal amount. The funds remaining in the trust account after the removal of the withdrawal amount shall be available for use by the company to complete an initial business combination on or before the deadline date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on an initial business combination until the deadline date.
The withdrawal of the withdrawal amount will reduce the amount held in the trust account, and the amount remaining in the trust account may be significantly less than the approximately $13.3 million that was in the trust account as of July 31, 2023. In such event, the company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
Only shareholders of record of the company as of the close of business on July 14, 2023 (the “record date”) are entitled to notice of, and to vote at, the general meeting or any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one vote. On the record date, there were
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5,496,921 ordinary shares issued and outstanding, consisting of (i) 1,246,921 Class A ordinary shares and (ii) 4,250,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.
YOUR VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the general meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting instructions or revoke your proxy at any time prior to the Special Meeting.
Q.
What should I do if I receive more than one set of voting materials?
A.
You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q.
Who is paying for this proxy solicitation?
A.
We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
general meeting by following the instructions included in this proxy statement and on the proxy card.
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Q.
Who can help answer my questions?
A.
It is strongly recommended that you complete and return your proxy card before the general meeting date to ensure that your shares will be represented at the general meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling (877) 870-8565, or banks and brokers can call collect)
collect at (206) 870-8565, or by emailing to ksmith@advantageproxy.com.
Email: PEPL.info@investor.morrowsodali.comAugust 9, 2023
​By Order of the Board,​​
​
/s/ Ramzi Haidamus
​
Ramzi Haidamus
Chief Executive Officer
​​​​
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON AUGUST 22, 2023
If you have questions regarding the certificationThis Notice of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
You may also obtain additional information about us from documents we file with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
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RISK FACTORS
An investment inGeneral Meeting and Proxy Statement, our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other factors discussed under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, our2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2023 (our “annual report”) and subsequent Quarterly Reports on Form 10-Q are available at www.sec.gov.
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​​​Page​
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
​​​​2​​
RISK FACTORS
​​​​4​​
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR EXTRAORDINARY GENERAL MEETING
​​​​6​​
THE EXTRAORDINARY GENERAL MEETING
​​​​14​​
PROPOSAL NO. 1 — THE EXTENSION PROPOSAL
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PROPOSAL NO. 2 — THE CONVERSION PROPOSAL
​​​​24​​
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
​​​​27​​
OTHER MATTERS
​​​​28​​
ANNEX A
​​​​A-1​​
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PEPPERLIME HEALTH ACQUISITION CORPORATION
PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING
To Be Held at 1:00 p.m., Pacific time, on August 22, 2023
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “board”) for use at the extraordinary general meeting of PepperLime Health Acquisition Corporation, a Cayman Islands exempted company (the “company”, “we”, “us” or “our”), and any postponements, adjournments or continuations thereof (the “general meeting”). The general meeting will be held on August 22, 2023 at 1:00 p.m., Pacific time, at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 and online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023 (the “general meeting”), or at such other time, on such other date and at such other place to which the general meeting may be postponed or adjourned and you will be able to attend the general meeting via live webcast and teleconference. For the purposes of the memorandum and articles of association of the company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111. You will also be able to attend the general meeting and vote during the general meeting via teleconference, using the following dial-in information:
Telephone access:
Within the U.S. and Canada:
1 800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
Shareholders are encouraged to attend the general meeting via teleconference and will be afforded the same rights and opportunities to vote and participate as they would at an in-person extraordinary general meeting.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the company’s “initial business combination” ​(as defined below) and any other statements relating to future results, strategy and plans of the company (including statements which may be identified by the use of the words “plans,” “expects” or “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “targets,” “projects,” “contemplates,” “predicts,” “potential,” “continue,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “should,” “might,” “will” or “will be taken,” “occur” or “be achieved”).
Forward-looking statements are based on the opinions and estimates of management of the company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:
•
our being a company with no operating history and no operating revenues;
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•
our ability to select an appropriate target business or businesses;
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•
our ability to complete our initial business combination;
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•
our expectations around the performance of a prospective target business or businesses;
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•
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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•
our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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•
our potential ability to obtain additional financing to complete our initial business combination;
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•
our pool of prospective target businesses in the technology industry and the effects on these sectors of broader economic trends, including the effects of the ongoing COVID-19 pandemic;
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•
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets
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•
changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations;
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•
the ability of our directors and officers to generate a number of potential business combination opportunities;
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•
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
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•
the ability of our directors and officers to generate potential business combination opportunities;
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•
our public securities’ potential liquidity and trading;
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•
the use of proceeds not held in the trust account (as defined below) or available to us from interest income on the trust account balance;
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•
the trust account not being subject to claims of third parties;
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•
our independent registered public 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 quarter endedpurpose of liquidating if we are unable to complete an initial business combination by the deadline date; and
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•
our financial performance.
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Additional information on these and other factors that may cause actual results and the company’s performance to differ materially is included in the company’s periodic reports filed with the SEC, including, but not limited to, our annual report including those factors described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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RISK FACTORS
You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2022, June 30, 2022 and September 30,28, 2022, and in the other reports the Company fileswe file with the SEC. IfSEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected.affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. See “Forward-Looking Statements.”
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional Risks Relating to our Search for,risks and Consummationuncertainties that we are unaware of, or Inabilitythat we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
If we were deemed to Consummate,be an investment company for purposes of the Investment Company Act, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the company.
As of the date hereof, substantially all of the assets held in the trust account are held in money market funds, which primarily invest in U.S. Treasury Bills. There is currently uncertainty concerning the applicability of the Investment Company Act to special purpose acquisition companies (“SPACs”) and we may in the future be subject to a Business Combination
We mayclaim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the company. If we are required to liquidate the company, our investors would not be able to completerealize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our Business Combination bystock and warrants following such a transaction, and our warrants would expire worthless.
The longer that the Extended Date, even iffunds in the Extension Amendment Proposal is approved by our shareholders,trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
We may not be able to find a suitable target business and complete our Business Combination by the Extended Date, even if the Extension Amendment Proposal is approved by our shareholders. Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatilityrequired to liquidate. Notwithstanding the foregoing, we intend to keep the funds in the capital and debt markets and the other risks described herein,trust account invested in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, June 30, 2022 and September 30, 2022 andmoney market funds, which primarily invest in other reports that we file with the SEC.U.S. Treasury Bills.
If we have not completed our Business Combination within such time period, unless we seek another extension we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension.
The Committee on Foreign Investment in the United States (“CFIUS”) or other regulatory agencies may modify, delay or prevent our Business Combination.
CFIUS has authority to review certain direct or indirect foreign investments in U.S. businesses to identify and address any national security concerns posed by the transaction. Certain foreign investments into the United Sates are required to be submitted to CFIUS for review, and failure to file such transactions could result in a substantial fine. For investments that are within CFIUS’s review authority but not subject to a mandatory filing requirement or that are not reviewed and cleared based on a voluntary filing, CFIUS has authority to self-initiate a review, even after closing. In the case that CFIUS determines an investment poses a risk to national security, CFIUS has the power to impose conditions on the investment or recommend that the President of the United States prohibit the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction. Specifically, CFIUS has jurisdiction to review investments that could result in “control” of a U.S. business by a foreign person, regardless of the nature of the U.S. business. CFIUS also has jurisdiction to review investments that do not result in control of a U.S. business by a foreign person (“covered investments”) if they afford certain foreign investors certain information or governance rights in a U.S. business that designs, produces, or tests “critical technologies,” performs certain functions with respect to “critical infrastructure,” or collects certain volumes of “sensitive personal data” (a​(a “TID U.S. Business”).
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We cannot predict whether the Companywe may be deemed to be a “foreign person” under CFIUS’s regulations. CFIUS could reach this determination based on any number of factors including the following: Continuingcontinuing interest by our Sponsor,PepperOne LLC (our “sponsor”), which has substantial ties to foreign persons and held 15.9%59.3% of our ordinary shares as of the ordinary shares of the Company as of November 30, 2022Record Date, in addition to warrants that, if exercisable would increase its interest, though the Company’sour organizational documents do not grant investors in the Sponsorsponsor special information or governance rights with respect to the Company;us; the fact that certain members of our board of directors are non-U.S. persons; the Company isfact that we are incorporated in the Cayman Islands; targets with which the Companywe may pursue a Business Combinationbusiness combination could have foreign investors who may receive an interest in the Companyus as a result of the Business Combination;business
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combination; and because foreign investors may also invest in the Companyus in conjunction with a Business Combination.business combination. If the transaction is deemed to involve a foreign person acquiring control over a U.S. business or a foreign business with U.S. subsidiaries or offices, the transaction may be subject to CFIUS jurisdiction. Additionally, to the extent that our Sponsorsponsor may retain a board seat on theour board of the Company and the Company seekswe seek to enter into a Business Combinationbusiness combination with a TID U.S. Business, then we cannot rule out the possibility that CFIUS may find that the transaction is reviewable as a covered investment.
If a particular proposed Business Combinationbusiness combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or we may determine to proceed with the transaction without submitting to CFIUS, in which case there may be a risk that CFIUS calls-in the transaction before or after closing. CFIUS may decide to take actions that result in a delay of our proposed Business Combination,business combination, and it may impose conditions with respect to such Business Combinationbusiness combination or request the President of the United States prohibit the transaction or, if already completed without prior CFIUS clearance, order us to divest all or a portion of the U.S. target business. The foregoing may also prevent the Business Combinationbusiness combination from occurring within the applicable time period required under the Company’sour Amended and Restated Memorandum and Articles of Association, even if the Extension Amendment Proposalextension proposal is approved. These risks may limit the attractiveness of, or delay or prevent us from pursuing, our initial Business Combinationbusiness combination with certain target companies that we believe would otherwise be attractive to us and our shareholders. Consequently, these risks could have the practical effect of limiting the pool of potential targets with which the proposed Business Combinationbusiness combination can occur.
Numerous other countries also have foreign investment review laws similar in many ways to CFIUS. These laws vary significantly in terms of the triggers for review, substantive considerations, and duration of review. In most cases, the administering authorities, like CFIUS, have the ability to impose conditions on transactions or prohibit the transaction if it poses certain types of risks. To the extent that a target that is the subject of a proposed Business Combinationbusiness combination is subject to such a foreign investment review process, we cannot rule out the possibility that the transaction may be subject to review and remediation.
Both the U.S. Congress and the Executive Branch have been considering the potential need for establishment of outbound investment controls, principally focused on certain types of potential investments in China. There is no way to be certain whether and when any such review requirements will actually be promulgated, and if they are, their scope and requirements and potential impact on any potential Business Combination.business combination.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy, and we have limited time to complete our Business Combination.business combination. If we are unable to consummate our Business Combinationbusiness combination within the applicable time period required under the Company’sour Amended and Restated Memorandum and Articles of Association, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Companyus to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’sour obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a Business Combination.business combination. Additionally, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up.
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FORWARD-LOOKING STATEMENTS
Some
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
OUR EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the statements contained in this Proxy Statement may constitute “forward-looking statements” for purposesmatters they discuss. They do not contain all of the federal securities laws. Our forward-looking statements include, but are not limitedinformation that may be important to statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regardingyou. You should read carefully the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,entire document, including any underlying assumptions,annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, butbeing sent to you in connection with the absencesolicitation of these words does not meanproxies by our board for use at the general meeting to be held in person or via teleconference on August 22, 2023 or at any adjournments or postponements thereof. This proxy statement summarizes the information that a statement is not forward-looking. Forward-looking statements in this Proxy Statement may include, for example, statements about:
our expectations aboutyou need to make an informed decision on the future;
our abilityproposals to complete a Business Combination;
be considered at the anticipated benefits of a Business Combination; or
the volatility of the market price and liquidity of the Company’s shares and other securities of the Company.general meeting.
The forward-looking statements contained in this Proxy Statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Risk Factors” in this Proxy Statement and “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, June 30, 2022 and September 30, 2022 and in other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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BACKGROUND
We arecompany is a blank check company incorporated as a Cayman Islands exempted company on June 29, 2021 for the purpose of effecting a Business Combination such as a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combinationbusiness combination with one or more businesses that the Company has not yet identified. We have not yet commenced operations and will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
On October 19, 2021, wethe company consummated our IPOits initial public offering (“IPO”) of 15,000,000 Units. Each Unit consistsunits (with each “Unit” consisting of one Public Share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Public Sharewarrant) at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generatingpursuant to which we received gross proceeds, before expenses, of $150,000,000. Prior to the consummation of the IPO, on June 30, 2021, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Founder Shares. Prior to the closing of the IPO on September 28, 2021, the Sponsor returned to the Company at no cost an aggregate of 1,437,500 Founder Shares, which were cancelled. The Sponsor agreed to forfeit up to an aggregate of 562,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the IPO. On October 29, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 2,000,000 Units (the “Over-Allotment Units”) generating gross proceeds, before expenses, of $20,000,000 and terminated the remaining unexercised over-allotment option on 250,000 Units; thus, 62,500 Founder Shares were forfeited by the Sponsor, and 500,000 Founder Shares were no longer subject to forfeiture. Prior to the closing to the IPO, the Anchor Investors purchased from the Sponsor an aggregate of 991,000 Founder Shares, at a nominal purchase price.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 7,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating 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.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Public Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis”, so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
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 maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of an initial business combination; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s$20,000,000. Like many blank check companies, our Amended and Restated Memorandum and Articles of Association (A) to modifyprovides for the substance or timingreturn of the Company’s obligationfunds held in trust to allow redemptionthe holders of shares sold in our IPO if there is no qualifying business combination consummated on or before a certain date (in our case, April 19, 2023). On January 27, 2023, the company held a general meeting to approve an extension of time to complete its business combination from April 19, 2023 to October 19, 2023. Following such meeting and the redemptions related thereto and as of the record date, there are a total of 5,496,921 ordinary shares issued and outstanding, consisting of (i) 1,246,921 Class A ordinary shares and (ii) 4,250,000 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 company’s current Amended and Restated Memorandum and Articles of Association (the “current charter”) provides that the company has until October 19, 2023 (the “termination date”) to complete a business combination. Our board of directors (the “board”) currently believes that there will not be sufficient time to complete a business combination by October 19, 2023. Therefore, our board has determined that it is in the best interests of the company and its shareholders to amend its current charter to extend the time it has to complete a business combination (the “combination period”) to April 2024 (if extended to the full extent) in order to provide our shareholders with the chance to participate in an investment opportunity. If the extension proposal is approved, the company will have the right to extend the combination period for a total of up to four times, with an initial three-month extension, and then three additional one-month extensions for a total of six months after the termination date up to April 19, 2024 (if extended to the full extent), provided that in connection with each extension, the Company or PepperOne LLC, the company’s sponsor (the “sponsor”) (or its affiliates or permitted designees) agrees to deposit into the trust account (A) for the initial three (3) month extension $0.06 for each public share not redeemed in connection with the Company’s Business Combination or to redeem 100%extension proposal and the conversion proposal, and (B) for each of the Company’s Public Shares ifthree subsequent one-month extensions $0.02 for each unredeemed public share (the “extension payment”) until April 19, 2024 (assuming the Company doescompany’s business combination has not completeoccurred) in exchange for a Business Combination within 18 months fromnon-interest bearing, unsecured promissory note payable upon consummation of a business combination.
The purpose of the conversion proposal is to remove certain restrictions contained in the current charter in order to permit holders of the Class B ordinary shares to convert their Class B ordinary shares into Class A ordinary shares prior to the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3)at the redemptionoption of the Company’s Public Shares if the Company has not completed
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an Business Combination within 18 months from the closingholders. Adoption of the IPO or during any extension period, subjectconversion proposal will give the company additional flexibility to applicable law.meet certain Nasdaq continued listing requirements. If we fail to regain compliance with certain Nasdaq continued listing requirements, we could be delisted and in that case, we would likely not be able to complete a business combination. The proceeds deposited in the Trust Account could become subject to the claimsholders of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders.
The proceeds held in the Trust Accountconverted shares will continue to be investedsubject to the same restrictions as the Class B ordinary shares before any
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conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in United States government treasury billsfavor of a business combination as described in the prospectus for our initial public offering.
What is being voted on?
You are being asked to vote on the following proposals:
1.
Proposal No. 1 — The Extension Proposal — as a special resolution, to approve the extension of the date by which the company must consummate an initial business combination (“business combination”) from October 19, 2023 (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 the termination date (assuming the company’s business combination has not occurred), by amending the company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A to the accompanying proxy statement (the “extension amendment” and the end date of each extension referred to herein as the “extended date”) (the “extension proposal”).
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2.
Proposal No. 2 — The Conversion Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement, to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination (the “conversion proposal”).
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3.
Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of the conversion proposal (the “adjournment proposal”), which will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve the foregoing proposals, in which case the adjournment proposal will be the only proposal presented at the general meeting.
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You are not being asked to vote on an initial business combination at this time. If the proposals are implemented and you do not elect to redeem your public shares in connection with the extension proposal and conversion proposal, you will retain the right to vote on an initial business combination if and when such transaction is submitted to shareholders and the right to redeem your public shares for cash from the trust account in the event a maturityproposed initial business combination is approved and completed or the company has not consummated an initial business combination by the deadline date. If an initial business combination is not consummated by the deadline date the company will redeem its public shares.
Can I attend the General Meeting?
The general meeting will be held on August 22, 2023 at 1:00 p.m., Pacific time, at the offices of 185 daysLoeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 and online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023 (the “general meeting”), or at such other time, on such other date and at such other place that the general meeting may be postponed or adjourned and the general meeting will be available to attend via live webcast and teleconference. For the purposes of the memorandum and articles of association of the company, the physical place of the general meeting will be the offices of Loeb & Loeb LLP located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111. You will also be able to attend the general meeting and vote during the general meeting via teleconference, using the following dial-in information:
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Telephone access:
Within the U.S. and Canada:
1 800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
We encourage you to access the general meeting via live webcast or teleconference prior to the start time. Check-in will begin fifteen minutes prior to the start time of the general meeting, and you should allow ample time for the check-in procedures. Shareholders are encouraged to attend the general meeting via live webcast teleconference and will be afforded the same rights and opportunities to vote and participate as they would at an in-person extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.
What happens if the redemptions of our public shares would cause the company to have less than $5,000,001 of net tangible assets following approval of the extension proposal and conversion proposal?
We will not proceed with the extension proposal or the conversion proposal if redemption of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the extension proposal or the conversion proposal (as provided by our current charter and the text of the special resolution approving the extension proposal and the conversion proposal).
How do the company insiders intend to vote their shares?
Our sponsor, directors and officers collectively have the right to vote 59.3% of the company’s issued and outstanding ordinary shares, and are expected to vote all of their shares in favor of each proposal to be voted upon by our shareholders at the general meeting.
The sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may purchase Class A ordinary shares in privately negotiated transactions or in moneythe open market funds investing solely in U.S. Treasuries andprior to the general meeting, certain conditionsalthough they are under Rule 2a-7 underno obligation to do so. In the Investment Company Act of 1940, as amended, as determined byevent that such purchases do occur, the Company, until the earlier of: (i) the completion ofpurchasers may seek to purchase shares from shareholders who would otherwise have elected to redeem their shares for a Business Combination and (ii) the distributionportion of the Trust Account.
Our management has broad discretiontrust account. Any such privately negotiated purchases may be effected at purchase prices that are no greater than the per-share pro rata portion of the trust account. Shares that are purchased will not be voted at the general meeting. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. Additionally, at any time at or prior to the general meeting, subject to applicable securities laws (including with respect to material non-public information) the specific applicationsponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the net proceedsproposal or not redeem their public shares. The sponsor or the company’s directors, officers or advisors or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Any such transactions will be disclosed by the filing of a Current Report on Form 8-K prior to the date of the general meeting.
Why is the company proposing the extension proposal?
The purpose of the extension proposal and, if necessary, the adjournment proposal, is to give us additional time to complete the business combination. Our board of directors (the “board”) currently believes that there will not be sufficient time to complete a business combination by October 19, 2023. Therefore, our board has determined that it is in the best interests of the company and its IPOshareholders to amend its current charter to allow an extension of the termination date to April 19, 2024 (if extended to the full extent) in order to provide our shareholders with the chance to participate in an investment opportunity.
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Why is the company proposing the conversion proposal?
The purpose of the conversion proposal is to remove certain restrictions contained in the company’s current charter in order to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination. If adopted, the conversion proposal will give the company additional flexibility to meet certain NASDAQ continued listing requirements. If we fail to regain compliance with certain Nasdaq continued listing requirements, we could be delisted and in that case, we would likely not be able to complete a business combination. Voting FOR the conversion proposal will not affect your right to seek redemption of your public shares in connection with the vote to approve an initial business combination.
What vote is required to approve the extension proposal?
Approval of the extension proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.
What vote is required to approve the conversion proposal?
Approval of the conversion proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.
Why is the company proposing the adjournment proposal?
The company is proposing the adjournment proposal to provide flexibility to adjourn the general meeting to give the company more time to seek approval of the extension proposal and the saleconversion proposal, if necessary. If the adjournment proposal is not approved, the company will not have the ability to adjourn the general meeting to a later date for the purpose of Private Placement Warrants, although substantially allsoliciting additional proxies.
What vote is required to approve the adjournment proposal?
Approval of the net proceeds are intendedadjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the shares who, being present and entitled to vote at the general meeting, vote at the general meeting.
What if I want to vote against or do not want to vote for the proposal?
If you do not want a proposal to be applied generally toward consummatingapproved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a Business Combination.quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.
Transaction costs amountedWe believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Where will I be able to $17,992,203find the voting results of the General Meeting?
We will announce preliminary voting results at the general meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the general meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the general meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.
Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial business combination?
Yes. Assuming you are a shareholder as of the record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination. If you disagree with an
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initial business combination, you will retain your right to redeem your Class A ordinary shares upon consummation of such initial business combination, subject to any limitations set forth in our current charter.
How do I change my vote?
If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to our proxy solicitor, Advantage Proxy (“Advantage Proxy”), P.O. Box 10904, Yakima, WA 98909 or by emailing to ksmith@advantageproxy.com prior to the vote at the general meeting (which is scheduled to take place on August 22, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to Advantage Proxy, which must be received by Advantage Proxy prior to the vote at the general meeting, or by attending the general meeting, revoking their proxy and voting in person. Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
How are votes counted?
Votes will be counted by the inspector of election appointed for the general meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposal. A shareholder’s failure to vote by proxy or to vote in person or via teleconference at the general meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
If my shares are held in “street name,” will my broker automatically vote them for me?
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that the extension proposal and the conversion proposal are “non-discretionary” items.
Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.
What is a quorum?
A quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of one-third of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” ​(so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Who can vote at the General Meeting?
Holders of ordinary shares as of the close of business on July 14, 2023 (the “record date”), are entitled to vote at the general meeting. On the record date, there were 5,496,921 ordinary shares issued and outstanding, consisting of $3,400,000(i) 1,246,921 Class A ordinary shares and (ii) 4,250,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.
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In deciding all matters at the general meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of underwriting fees paid, $5,950,000Class A ordinary shares and holders of underwriting fees deferred, $7,986,797Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Our sponsor, directors and officers collectively own approximately 59.3% of our issued and outstanding ordinary shares.
Registered Shareholders.
If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the general meeting.
“Street Name” Shareholders.
If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your ordinary shares at the general meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”
Does the board recommend voting for the fair value of Founder Shares issued to the Anchor Investors and $655,406 of other offering costs. In addition, $1,342,403 of cash was held outsideapproval of the Trust Account for working capital purposes. Asproposals?
Yes. After careful consideration of November 30, 2022, there was $173,584,800.11 in investments heldthe terms and conditions of these proposals, the board has determined that the proposals are in the Trust Accountbest interests of the company and asits shareholders. The board recommends that the company’s shareholders vote “FOR” the proposals.
What interests do the company’s directors and officers have in the approval of November 30, 2022, there was $921,785.83 of cash held outside the Trust Account available for working capital purposes. As of November 30, 2022, no funds had been withdrawn from the Trust Account to pay the Company’s income taxes.proposals?
Our Sponsor,The company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Founder Shares andClass B ordinary shares, private placement warrants that may become exercisable in the future, any loans by them to the company that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal - “Interests of ourthe Sponsor and the company’s Directors and Officers.”Officers” for more information.
On the record date of the Special Meeting,Are there were 17,000,000 Class A Ordinary Shares and 4,250,000 Founder Shares issued and outstanding, respectively. The Founder Shares carry the right to vote together as a single class with the Class A Ordinary Sharesany appraisal or similar rights for dissenting shareholders?
Neither Cayman Islands law nor our current charter provides for dissenters’ rights for dissenting shareholders in connection with the Extension Amendment Proposalproposal to be voted upon at the general meeting. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the company is a constituent company, which is not the case with any of the proposals.
Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.
Is the company subject to the Investment Company Act of 1940?
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement, and there is no assurance that it can complete an initial business combination within 24 months after such date. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the company. If we are required to liquidate the company, our investors would not be able to realize the benefits of owning stock in a successor operating
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business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
Would I still be able to exercise my redemption rights in connection with the initial business combination?
Unless you elect to redeem your public shares at this time, you will be able to vote on the initial business combination when it is submitted to shareholders if you are a shareholder on the record date for a meeting to seek shareholder approval of the initial business combination. If you disagree with the initial business combination, you will retain your right to redeem your public shares upon consummation of the initial business combination in connection with the shareholder vote to approve the initial business combination, subject to any limitations set forth in our charter.
How do I vote?
If you are a holder of record of ordinary shares on the record date for the general meeting, you may vote in person or by teleconference attendance at the general meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a valid proxy from your broker, bank or other nominee. If you hold your shares in “street name” and wish to vote at the general meeting, you must email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com. If you wish to attend the general meeting via webcast or in person you should contact Continental no later than August 21, 2023 to obtain this information. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.
How do I redeem my Ordinary Shares?
Pursuant to our current charter, a public shareholder may request that the company redeem all or a portion of such shareholder’s public shares for cash if the extension proposal and the Adjournment Proposal,conversion proposal are approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares as part of units and weelect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
​
​
(ii)
prior to 5:00 p.m., Eastern time, on August 18, 2023 (two business days prior to the vote at the general meeting or any adjournment thereof), (a) submit a written request to Continental Stock Transfer & Company, a New York limited purpose trust company, the company’s transfer agent, that the company redeem your public shares for cash and (b) tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through DTC.
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Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, their own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have been informedan earlier deadline by our Sponsor,which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the extension proposal and the conversion proposal.
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What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Who is paying for this proxy solicitation?
Our board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Advantage Proxy (“Advantage Proxy”) to assist in the solicitation of proxies for the general meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers that hold 3,389,500 Founder Sharesmay also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer my questions?
If you have questions about the general meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the company’s filings with the SEC, including our annual report, and our subsequent Quarterly Reports on Form 10-Q, you should contact Advantage Proxy at:
Advantage Proxy
P.O. Box 10904
Yakima, WA 98909
Tel: (877) 870-8565 (toll-free)
or
(206) 870-8565 (banks and brokers can call collect)
Email: ksmith@advantageproxy.com
You may obtain additional information about the company from documents filed with the SEC by following the instructions in the aggregate assection entitled “Where You Can Find More Information.”
If you are a holder of November 30, 2022, that theypublic shares and you intend to seek redemption of your shares, you will need to tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through DTC, at the address below prior to 5:00 p.m., Eastern time, on August 18, 2023 (two business days prior to the vote in favorat the general meeting or any adjournment thereof). If you have questions regarding the certification of the Extension Amendment Proposal and the Adjournment Proposal.your position or tender or delivery of your shares, please contact:
Our principal executive offices are located at 548 MarketContinental Stock Transfer & Trust Company
1 State Street, Suite 97425, San Francisco, California 94104, and our telephone number is (415) 263-9939.
30th Floor
New York, NY 10004
Email: spacredemptions@continentalstock.com
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PROPOSAL
THE EXTRAORDINARY GENERAL MEETING
Date, Time, Place and Purpose of the General Meeting
The general meeting will be held on August 22, 2023 at 1:00 p.m., Pacific time, at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 and online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023 (the “general meeting”), or at such other time, on such other date and at such other place that the general meeting may be postponed or adjourned and you will be able to attend the general meeting via live webcast and teleconference. For the purposes of the memorandum and articles of association of the company, the physical place of the general meeting will be the offices of Loeb & Loeb LLP located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111. You will also be able to attend the general meeting and vote during the general meeting via live webcast at https://www.cstproxy.com/pepperlimehealth/2023 or teleconference by using the following dial-in information:
Telephone access:
Within the U.S. and Canada:
1 – THE EXTENSION AMENDMENT PROPOSAL800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
Shareholders are encouraged to attend the general meeting via live webcast or teleconference and will be afforded the same rights and opportunities to vote and participate as they would at an in-person extraordinary general meeting.
At the general meeting, you will be asked to consider and vote upon the following proposals:
1.
Proposal No. 1 — The Extension Amendment Proposal
We are proposing — as a special resolution, to amendapprove the extension of the date by which the company must consummate an initial business combination (“business combination”) from October 19, 2023 (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 the termination date (assuming the company’s business combination has not occurred), by amending the company’s Amended and Restated Memorandum and Articles of Association, to extendin the date by which we must consummate a Business Combinationform set forth in Annex A to the Extended Date.accompanying proxy statement (the “extension amendment” and the end date of each extension referred to herein as the “extended date”) (the “extension proposal”).
If redemptions of our Public Shares in connection with the approval of the Extension would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions, even if the Extension Amendment ​
2.
Proposal is approved, we may in our sole discretion determine not to proceed with the Extension (as provided by the text of theNo. 2 — The Conversion Proposal — as a special resolution, approvingto amend the Extension Amendment Proposal). If we determine to proceed with the Extension Amendment Proposal notwithstanding that the redemptions would cause us to have less than $40,000,000 of funds held in the Trust Account, we will nevertheless not proceed with the Extension Amendment Proposal if it would our Company's net tangible assets to be less than $5,000,001 following such redemptions (each as provided by ourcompany’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement, to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination (the “conversion proposal”).
​
3.
Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the extension proposal or the conversion proposal (the “adjournment proposal”), which will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve the extension proposal or the conversion proposal, in which case the adjournment proposal will be the only proposal presented at the general meeting.
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Voting Power; Record Date
Only shareholders of record of the company as of the close of business on July 14, 2023 are entitled to notice of, and to vote at, the general meeting or any adjournment or postponement thereof. Each of the ordinary shares entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 5,496,921 ordinary shares issued and
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outstanding, consisting of (i) 1,246,921 Class A ordinary shares and (ii) 4,250,000 Class B ordinary shares. The company’s warrants do not have voting rights in connection with the proposals.
Quorum and Vote of Shareholders
A quorum is the minimum number of shares required to be present at the general meeting for the general meeting to be properly held under our charter and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of one-third of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” ​(so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Vote Required
Approval of each of the extension proposal and the textconversion proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the specialholders of a majority of at least two-thirds of the shares, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.
Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.
If you do not want the proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the general meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
On the record date, the sponsor and all of the company’s directors and officers beneficially owned and were entitled to vote an aggregate of 3,259,000 Class B ordinary shares. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the holders of Class B ordinary shares and their respective ownership thereof.
In addition, subject to applicable securities laws (including with respect to material nonpublic information), the sponsor, the company’s directors, officers or advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against the proposal presented at the general meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the sponsor, the company’s directors, officers or advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules and restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered pursuant to the company’s redemption process (i.e., approximately $10.66 per share, based on the amounts held in the trust account as of July 31, 2023); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension Amendment Proposal). We believe it isextension proposal or the conversion proposal; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
Subject to the immediately preceding paragraph, the sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the best interestopen market prior to the general meeting, although they are under no obligation to do so. In the event
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that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the proposal and elected to redeem their shares for a portion of the Company and our shareholders to maintaintrust account. Any such privately negotiated purchases may be effected at least $40,000,000purchase prices that are no greater than the per- share pro rata portion of funds in the Trust Account in order to best position us to negotiate with one or more potential targets and to consummate a Business Combination.
Iftrust account. None of the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (eachtrust account will be used to purchase public shares or warrants in such transactions. At any time at or prior to the general meeting, subject to applicable securities laws (including with respect to material non-public information) the sponsor or the company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the proposals or not redeem their public shares. The sponsor and the company’s directors, officers, advisors or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Interests of the Sponsor and the company’s Directors and Officers
When you consider the recommendation of our board of directors, you should keep in mind that our sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:
•
If we fail to regain compliance with certain Nasdaq continued listing requirements by the deadline dates provided by the text of the special resolution approving the Extension Amendment Proposal),Nasdaq, we could be delisted, and in that case, we dowould likely not consummatebe able to complete a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extensionbusiness combination. In that case, we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,public shares, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,trust account, including interest earned on the funds held in the Trust Accounttrust account and not previously released to the Company,company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Sharespublic shares in issue, which redemption will completely extinguish Public Shareholders’public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
The purpose of the Extension is to allow us more time to complete a Business Combination. The Amended and Restated Memorandum and Articles of Association provides that we have until April 19, 2023 to complete a Business Combination. Our Board has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate a Business Combination to the Extended Date in order to provide our shareholders with the chance to participate in this prospective investment opportunity.
A copy of the special resolution to approve the proposed amendment to the Amended and Restated Memorandum and Articles of Association is attached to this Proxy Statement in Annex A.
The Board’s Reasons for the Extension Amendment Proposal
Our Amended and Restated Memorandum and Articles of Association provide that if our shareholders approve an extension of our obligation to redeem all of our shares if we do not complete our Business Combination by April 19, 2023, we will provide our Public Shareholders with the opportunity to redeem their
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Public Shares upon the approval or effectiveness of the Extension Amendment Proposal at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares, provided that the Company shall not redeem Public Shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions. We believe that this provision of the Amended and Restated Memorandum and Articles of Association was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. Given our expenditure of time, effort and money to identify potential targets for a potential Business Combination, our Board believes current circumstances warrant providing the Public Shareholders with an opportunity to consider any potential Business Combination, inasmuch as we are also affording shareholders who wish to redeem their Public Shares the opportunity to do so. In the event that the Company enters into a definitive agreement for a Business Combination prior to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed initial Business Combination.
Please see “Questions and Answers About the Special Meeting - Why should I vote ‘FOR’ the Extension Amendment Proposal?” for a discussion of Deposits into the Trust Account that the Company has agreed to make if the Extension Amendment Proposal is approved.
You are not being asked to vote on a proposed Business Combination at this time. If the Extension Amendment is implemented and you do not elect to submit any or all of your Public Shares for redemption, you will retain the right to vote on any proposed Business Combination when and if one is submitted to shareholders and the right to redeem the Public Shares at a per-share redemption price payable in cash, equal to the pro rata portion of the Trust Account in the event a proposed Business Combination is approved and completed or the Company has not consummated a Business Combination by the Extended Date.
The Sponsor
Our Sponsor is PepperOne LLC, a Cayman Islands limited liability company. The Sponsor currently owns 3,389,500 shares of the Company and 8,500,000 warrants of the Company, each of which entitles the holder thereof to purchase one Public Share at $11.50 per share. Our Sponsor has substantial ties to non-U.S. persons, and certain of the members of our Board are non-U.S. persons.
If the Extension Amendment Proposal is Not Approved or Not Implemented
If the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (each as provided by the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extension we will after such date (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to
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the Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
If the Extension Amendment Proposal is Approved and the Extension Amendment is Implemented
We will continue our efforts to complete a Business Combination by the Extended Date. Upon approval of the Extension Amendment Proposal by the requisite number of votes and the implementation of the Extension Amendment, the Amended and Restated Memorandum and Articles of Association would be amended in the form set forth in Annex A hereto. We will remain a reporting company under the Exchange Act, and our Units, Public Shares and warrants will remain publicly traded.
If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the withdrawal of amounts from the Trust Account in connection with the redemption by Public Shareholders of all or a portion of their Public Shares will reduce the amount held in the Trust Account following such redemption. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $173,584,800.11 that was in the Trust Account as of November 30, 2022. In such event, we may need to obtain additional funds to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable or at all.
If the Extension Amendment Proposal is approved and the Extension Amendment is implemented but we do not complete a Business Combination by the Extended Date in accordance with our Amended and Restated Memorandum and Articles of Association, as it would be amended in accordance with the Extension Amendment Proposal, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The per share distribution from the Trust Account, if we liquidate, may be less than $10.21 due to unforeseen claims of creditors.
In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
Vote Required for Approval
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
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Recommendation of the Board
As described herein, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests of the Company and its shareholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.
After careful consideration of all relevant factors, our Board determined that the Extension Amendment Proposal is in the best interests of the Company and its shareholders.
Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal.
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PROPOSAL 2–THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Extension Amendment Proposal. The Adjournment Proposal is only expected to be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond January 18, 2023.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote of the holders of a simple majority of the shares who being entitled to do so, attend and vote or are represented by proxy and entitled to vote at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
Recommendation of the Board
If presented, our Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.
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THE SPECIAL MEETING
Date, Time and Place. The Special Meeting of our shareholders will be held at the offices of Freshfields Bruckhaus Deringer US LLP located at 855 Main Street, Redwood City, California 94063 and online via live webcast at 11:00 a.m. Pacific Time on January 11, 2023, or at such other time and on such other date at which the meeting may be adjourned or postponed. You may access the Special Meeting at:
Live Webcast:
www.virtualshareholdermeeting.com/PEPLU2023SM
The meeting may be attended virtually online via the Internet, and for purposes of the Amended and Restated Memorandum and Articles of Association of the Company, in person and the physical location of the meeting is at the offices of Freshfields Bruckhaus Deringer US LLP located at 855 Main Street, Redwood City, California 94063. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing.
You will need the 16-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the shares at the close of business on November 30, 2022, the record date for the Special Meeting. You will have one vote per proposal for each share you owned at that time. The Company warrants do not carry voting rights.
Votes Required. The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
On the record date of the Special Meeting, there were 17,000,000 Public Shares and 4,250,000 Founder Shares issued and outstanding, respectively. The Founder Shares carry the right to vote together as a single class with the Class A Ordinary Shares in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, directors and officers that hold 3,389,500 Founder Shares in the aggregate as of November 30, 2022, that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.
If you do not want the Extension Amendment Proposal to be approved, you must vote “AGAINST” the proposal. If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, then amounts will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to elect to redeem all or a portion of your Public Shares even if you vote against or abstain from voting on the Extension Amendment Proposal
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Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by our Board on the proposal to approve the Extension Amendment Proposal being presented to shareholders at the Special Meeting. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person online at the Special Meeting if you are a holder of record of the shares. You may contact Morrow Sodali at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: PEPL.info@investor.morrowsodali.com
Required Vote
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and are entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.
If the Extension Amendment Proposal is not approved, or the Extension Amendment is not implemented because redemptions would cause our Company's net tangible assets to be less than $5,000,001, or we determine not to proceed with the Extension because redemptions of our Public Shares would cause us to have less than $40,000,000 of funds held in the Trust Account (each as provided by the text of the special resolution approving the Extension Amendment Proposal), and we do not consummate a Business Combination by April 19, 2023 in accordance with our Amended and Restated Memorandum and Articles of Association, unless we seek another extension we will after such date: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The per share distribution from the Trust Account, if we liquidate, may be less than $10.21 due to unforeseen claims of creditors. In the event we liquidate the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless unless we seek another extension. The Initial Shareholders agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination by April 19, 2023. However, if the Initial Shareholders acquired Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination by April 19, 2023.
In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Special Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and they have not formulated any terms or conditions for any such transactions. Furthermore, the Company has no current commitments, plans or intentions to facilitate such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions, if any. Such purchases that are completed after the record date for the Special Meeting, if any, may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The Company has no
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current commitments, plans or intentions to procure such agreements with selling shareholders. The purpose of such share purchases and other transactions would be to increase the likelihood that the votes to be put to the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any Public Shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal. None of our Sponsor, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:
If we do not consummate a business combination by April 19, 2023, which is 18 months from the closing of our IPO, or by the Extended Date if the Extension Amendment Proposal is approved by the requisite number of votes, unless we seek another extension we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’scompany’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares, all of which are3,259,000 Class B ordinary shares owned by our Sponsor,sponsor, directors and officers, would be worthless because following the redemption of the Public Shares,public shares, we would likely have few, if any, net assets and because our holders of our Founder SharesClass B ordinary shares have agreed to waive their rights to liquidating distributions from the Trust Accounttrust account with respect to the Founder Sharesthese shares if we fail to complete a Business Combinationbusiness combination within the required period.
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Our Sponsorsponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combinationbusiness combination agreement, reduce the amount of funds in the Trust Accounttrust account to below the lesser of (i) $10.21$10.66 per Public Sharepublic share and (ii) the actual amount per Public Sharepublic share held in the Trust Accounttrust account as of the date of the liquidation of the Trust Account,trust account, if less than $10.21$10.66 per Public Sharepublic share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Accounttrust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offeringthe IPO against certain liabilities, including liabilities under the Securities Act;
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Our Sponsor,sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of- pocketout-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor,sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. If the Companycompany fails to obtainconsummate a business combination by the Extensiontime period required under its charter, and is forced to wind up, liquidate
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and dissolve, they will not have any claim against the Trust Accounttrust account for reimbursement. Accordingly, the Companycompany will not be able to reimburse these expenses. As of November 30, 2022, the Company had no unpaid reimbursable expenses; and
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The fact that none of our officers or directors has received any cash compensation for services rendered to the Company,company, and all of the current members of our Boardboard of directors are expected to continue to serve as directors at least through the date of the general meeting to vote on a proposed Business Combinationbusiness combination and may even continue to serve following any potential Business Combinationbusiness combination and receive compensation thereafter.
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Redemption Rights
EachIf the extension proposal or the conversion proposal is approved, each public shareholder may seek to redeem his, her or its public shares. Holders of our Public Shareholders maypublic shares who do not elect to submit all or a portion ofredeem their Public Shares for redemption a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares, subject to (i) our sole discretion to determine whether to proceed with the Extension Amendment if redemptions of our Public Sharespublic shares in connection with the approval ofextension proposal and conversion proposal will retain the Extension Amendment Proposal would cause us to have less than $40,000,000 of funds held in the Trust Account after such redemptions and (ii) the requirement (the “Redemption Limitation”) that the Company not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (each as provided by the text of the special resolution approving the Extension Amendment Proposal). You will also be ableright to redeem your Public Sharestheir public shares in connection with any shareholder vote to approve a proposed Business Combination,initial business combination, or if we havethe company has not consummated a Business Combinationan initial business combination by the Extended Date.deadline date.
TO DEMAND REDEMPTION, PRIOR TO THE SPECIAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULDMUST ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND TENDERING AND DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT PRIOR TO 5:00 P.M., EASTERN TIME, ON AUGUST 18, 2023 (TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING OR ANY ADJOURNMENT THEREOF). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the redemption.
In orderPursuant to tender yourour current charter, a public shareholder may request that the company redeem all or a portion of such public shareholder’s public shares for cash if the extension proposal or the conversion proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(a)
(i) hold public shares or (ii) hold public shares as part of units and elect to separate such units into the underlying public shares and warrants prior to exercising your redemption you must elect eitherrights with respect to physically tender your shares (and share certificates (if any)the public shares; and other redemption forms)
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(b)
prior to 5:00 p.m., Eastern time, on August 18, 2023 (two business days prior to the vote at the general meeting or any adjournment thereof), (i) submit a written request to Continental, Stock Transfer & Trust Company, the Company’scompany’s transfer agent, at 1 State Street, 30th Floor, New York, NY 10004 Attn: Mark Zimkind (mzimkind@continentalstock.com),that the company redeem your public shares for cash and (ii) tender or to deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based onthrough DTC.
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Holders of units must elect to separate the mannerunderlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you hold your shares. You should tender yourmust provide instructions to separate the units into the underlying public shares and public warrants in the manner described above priororder to exercise redemption rights with respect to the Special Meeting.public shares, so you should contact your broker, bank or other nominee or intermediary. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the election proposal and the conversion proposal.
Through the DWACDeposit Withdrawal at Custodian (“DWAC”) system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and ourthe company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge thea tendering broker $100,fee and the broker would determine whether or not to pass this cost on to the redeeming holder. It is ourthe company’s understanding that shareholders should generally allot at least two
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weeks to obtain physical certificates from the transfer agent. We doThe company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus willmay be unable to redeem their shares.
SharesCertificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal at the Special Meetinggeneral meeting will not be redeemed for cash held in the Trust Account on the redemption date.trust account. In the event that a Public Shareholderpublic shareholder tenders its shares and decides prior to the vote at the Special Meetinggeneral meeting that it does not want to redeem its shares, the shareholder may not withdraw the request once submitted to unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meetinggeneral meeting not to redeem your shares, you may request that our
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transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a Public Shareholderpublic shareholder tenders shares and the Extension Amendment Proposal isextension proposal and conversion proposal are not approved, these shares will not be redeemed and the physical certificates (if any) representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposalextension proposal and conversion proposal will not be approved. The transfer agent will hold the certificates of Public Shareholders (if any)public shareholders that elect to redeem all or a portion of their Public Sharesmake the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, wethe company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the company to pay its taxes, divided by the number of then-issued and outstanding Class A ordinary shares. Based upon the amount held in the trust account as of July 31, 2023, which was approximately $13.3 million, the company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.66 at the time of the general meeting. The closing price of a Class A ordinary share on August 8, 2023, was $10.69. The company cannot assure shareholders that they will be able to sell their Class A ordinary shares in the open market as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your Class A ordinary shares for cash and will no longer own such shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically or electronically through DTC prior to the vote at the general meeting. The company anticipates that a public shareholder who tenders shares for redemption in connection with the vote at the general meeting would receive payment of the redemption price for such shares soon after the completion of general meeting.
Voting
You can vote your shares at the general meeting by proxy or by attending the general meeting via teleconference. If your shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”
Shareholders of Record
You can vote by proxy by having one or more individuals who will be at the general meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the general meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate each of Ramzi Haidamus and Eran Pilovsky, or the Chairperson of the general meeting to act as your proxy at the general meeting. One of the aforementioned individuals will then vote your shares at the general meeting in accordance
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with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the general meeting.
Alternatively, you can vote your shares by attending the general meeting via teleconference.
Beneficial Owners
If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.
If you wish to attend and vote your shares at the general meeting, you must first obtain a legal proxy from your broker, bank or other nominee that holds your shares and email a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com.
If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the general meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe each of the proposals constitutes a “non-discretionary” matter.
Proxies
Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the general meeting in the manner you direct. You may vote for or against the proposal or you may abstain from voting. All valid proxies received prior to the general meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the proxy holders will vote or abstain at his/her discretion, as they may determine in their discretion with respect to any other matters that may properly come before the general meeting.
Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” ​(so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy at (877) 870-8565, or banks and brokers can call collect at (206) 870-8565 or by sending a letter to Advantage Proxy at P.O. Box 10904, Yakima, WA 98909, or by emailing to ksmith@advantageproxy.com.
Revocability of Proxies
Shareholders may send a later-dated, signed proxy card to Advantage Proxy at P.O. Box 10904, Yakima, WA 98909, or by emailing to ksmith@advantageproxy.com, so that it is received by Advantage Proxy prior to the vote at the general meeting (which is scheduled to take place on August 22, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to Advantage Proxy, which must be received by the company’s secretary prior to the vote at the general meeting or by attending the general meeting, revoking their proxy and voting in person. Attendance at the general meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
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Attendance at the General Meeting
The general meeting will be held in person or by proxy at 1:00 p.m., Pacific time, on August 22, 2023 at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111, online via live webcast at https://www.cstproxy.com/​pepperlimehealth/2023, or via teleconference by using the following dial-in information:
Telephone access:
Within the U.S.:
1 800-450-7155 (toll-free)
Outside of the U.S.:
1 857-999-9155 (standard rates apply)
Meeting ID:
1065637#
While shareholders are encouraged to attend the general meeting via live webcast and teleconference, you will be permitted to attend the general meeting in person at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111 only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Solicitation of Proxies
Our board is soliciting proxies for use at the general meeting. All costs associated with this solicitation will be borne directly by the company. We have engaged Advantage Proxy (“Advantage Proxy”) to assist in the solicitation of proxies for the general meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
You may contact Advantage Proxy at:
Advantage Proxy
P.O. Box 10904
Yakima, WA 98909
Tel: (877) 870-8565 (toll-free)
or
(206) 870-8565 (banks and brokers can call collect)
Email: ksmith@advantageproxy.com
If any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
Dissenters’ Rights and Appraisal Rights
Neither Cayman Islands law nor our charter provide for appraisal or other similar rights for dissenting shareholders in connection with the proposal to be voted upon at the general meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the company is a constituent company, which is not the case with any of the proposals.
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Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the general meeting.
Shareholder Proposals
No business may be transacted at an annual general meeting, including an extraordinary general meeting, other than business that is either (i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction of the directors of the company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the current charter.
Other Business
The board does not know of any other matters to be presented at the general meeting. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of General Meeting and with respect to any other matters that may properly come before the general meeting. If any additional matters are properly presented at the general meeting, or at any adjournments or postponements of the general meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with the recommendations of our board with respect to any such matters. We expect that the Class A ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our board with respect to any such matters.
Principal Executive Offices
Our principal executive offices are located at 548 Market Street, Suite 97425, San Francisco, California 94104. Our telephone number is (415) 263-9939.
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PROPOSAL NO. 1 — THE EXTENSION PROPOSAL
Background
Reason for the Extension Proposal
The purpose of the extension proposal is to give us additional time to complete the business combination. The company’s current Amended and Restated Memorandum and Articles of Association (the “current charter”) provides that the company has until October 19, 2023 (the “termination date”) to complete a business combination. Our board of directors (the “board”) currently believes that there will not be sufficient time to complete a business combination by October 19, 2023. Therefore, our board has determined that it is in the best interests of the company and its shareholders to amend its current charter to extend the time it has to complete a business combination (the “combination period”) to April 2024 (if extended to the full extent) in order to provide our shareholders with the chance to participate in an investment opportunity. If the extension proposal is approved, the company will have the right to extend the combination period for a total of up to four times, with an initial three-month extension, and then three additional one-month extensions for a total of six months after the termination date up to April 19, 2024 (if extended to the full extent), provided that in connection with each extension, the Company or PepperOne LLC, the company’s sponsor (the “sponsor”) (or its affiliates or permitted designees) agrees to deposit into the trust account (A) for the initial three (3) month extension $0.06 for each public share not redeemed in connection with the extension proposal and the conversion proposal, and (B) for each of the three subsequent one-month extensions $0.02 for each unredeemed public share (the “extension payment”) until April 19, 2024 (assuming the company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
If the Extension Proposal is Approved
If the extension proposal is approved, the company will file an amendment to its current charter with the Cayman Registrar in the form set forth in Annex A to this proxy statement to give us until April 19, 2024 (if extended to the full extent) to complete the business combination.
We will not proceed with the extension proposal if redemption of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the extension proposal (as provided by our current charter and the text of the special resolution approving the extension proposal).
You are not being asked to vote on a business combination at this time. If the extension proposal is adopted, provided that you are a shareholder on the record date for a meeting to consider the business combination, you will retain the right to vote on a business combination when, and if, one is submitted to shareholders, and you will have the right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed. You will also be entitled to receive your share of the funds in the trust account if we have not consummated a business combination by the appropriate date.
If the Extension Proposal is Not Approved
If the extension proposal is not approved, the company has until October 19, 2023 to complete a business combination under its current charter, and the board believes that there is significant risk that we might not, despite our best efforts, be able to enter into and complete a business combination on or before the termination date. If that were to occur, we would be precluded from completing the business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the business combination.
Vote Required for Approval
Approval of the extension proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the shares, who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
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Full Text of Resolution
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company (the “Articles”) be amended by the deletion of the existing Article 50.7 in its entirety and the insertion of the following language in its place:
“50.7 In the event that the Company does not consummate a Business Combination on or before October 19, 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 the termination date; provided that there will be a deposit into the trust account (A) for the initial three (3) month extension $0.06 for each then outstanding public share, and (B) for each of the three subsequent one-month extensions $0.02 for each then outstanding public share (the “extension payment”) until April 19, 2024 (assuming the company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In the event that the Company does not consummate a Business Combination on or before October 19, 2023 such later time as the Members may approve in accordance with the Articles, the Company shall:
(a)
cease all operations except for the purpose of winding up;
​
(b)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Share forShares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares.Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
Based upon​
(c)
as promptly as reasonably possible following such redemption, subject to the amountapproval of the Company’s remaining Members and the Directors, liquidate and dissolve,
​
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
(the “Extension Amendment”), PROVIDED that this Extension Amendment shall not be approved or effective if as a consequence of redemptions tendered to the Company pursuant to Article 50.8 of the Articles, the Company’s net tangible assets would be less than US$5,000,001.”
Recommendation
As discussed above, after careful consideration of all relevant factors, our board has determined that the extension proposal is in the best interests of the company and its shareholders. Our board has approved and declared advisable the adoption of the extension proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
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PROPOSAL NO. 2 — THE CONVERSION PROPOSAL
Background
Reason for the Conversion Proposal
The purpose of the conversion proposal is to remove certain restrictions contained in the company’s current charter in order to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination. Adoption of the conversion proposal will give the company additional flexibility to meet certain Nasdaq continued listing requirements. If we fail to regain compliance with certain Nasdaq continued listing requirements, we could be delisted and in that case, we would likely not be able to complete a business combination. The holders of the converted shares will agree to be subject to the same restrictions as the Class B ordinary shares before any conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination as described in the prospectus for our initial public offering. If the conversion proposal is not approved, holders of the Class B ordinary shares will be unable to convert such shares into Class A ordinary shares prior to the closing of the business combination. That may make it more difficult for us to comply with certain Nasdaq’s continued listing requirements.
If the Conversion Proposal is Approved
If the conversion proposal is approved, the company will file an amendment to its current charter with the Cayman Registrar in the form set forth in Annex A to this proxy statement to permit conversion of Class B ordinary shares to Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder.
We will not proceed with the conversion proposal if redemption of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the conversion proposal (as provided by our current charter and the text of the special resolution approving the conversion proposal).
You are not being asked to vote on a business combination at this time. If the conversion proposal is adopted, provided that you are a shareholder on the record date for a meeting to consider the business combination, you will retain the right to vote on a business combination when, and if, one is submitted to shareholders, and you will have the right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed. You will also be entitled to receive your share of the funds in the trust account if we have not consummated a business combination by the appropriate date.
If the Conversion Proposal is Not Approved
If the conversion proposal is not approved, holders of the Class B ordinary shares will be unable to convert such shares into Class A ordinary shares prior to the closing of a business combination. That may make it more difficult for us to comply with certain Nasdaq’s continued listing requirements.
Vote Required for Approval
Approval of the conversion proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the shares, who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Full Text of Resolution
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company (the “Articles”) be amended by the deletion of the existing Article 50.10 in its entirety and the insertion of the following language in its place:
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“50.10 Except in circumstances where Class A Shares are issued in connection with a conversion pursuant to Article 17.2(a) hereof where the holders of such shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a)
receive funds from the Trust Account; or
​
(b)
vote as of November 30, 2022, which was $173,584,800.11, we anticipatea class with Public Shares on a Business Combination.”
​
(the “Conversion Proposal”), PROVIDED that the per-share price at which Public Shares willConversion Proposal shall not be redeemed from cash heldeffective if as a consequence of redemptions tendered to the Company pursuant to Article 50.8 of the Articles the Company’s net tangible assets would be less than $5,000,001.
Recommendation
As discussed above, after careful consideration of all relevant factors, our board has determined that the conversion proposal is in the Trust Accountbest interests of the company and its shareholders. Our board has approved and declared advisable the adoption of the conversion proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE CONVERSION PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The adjournment proposal, if adopted, will allow our board to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the extension proposal or the conversion proposal. The adjournment proposal will only be approximately $10.21presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting, before giving effectgeneral meeting to any Deposits intoapprove the Trust Account described above. The closing price ofextension proposal or the Public Shares onconversion proposal, in which case the Nasdaq Capital Market on December 16, 2022,adjournment proposal will be the most recent practicable closing price prior toonly proposal presented at the mailing of this Proxy Statement, was $10.20. Shareholdersgeneral meeting.
Consequences if the Adjournment Proposal is Not Approved
If the adjournment proposal is not approved by our shareholders, our board may not be able to sell their sharesadjourn the general meeting to a later date in the open market, even if the market price per share is higher than the redemption price stated above, asevent that there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your sharesare insufficient votes for, cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to our transfer agent prior to the vote on the Extension Amendment Proposal at the Special Meeting. We anticipate that a Public Shareholder who tenders shares for redemptionor otherwise in connection with, the vote to approve the Extension Amendment Proposal would receive paymentapproval of the redemption priceextension proposal or the conversion proposal.
Vote Required for suchApproval
Approval of the adjournment proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the shares soonwho, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe each of the proposals constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.
Full Text of Resolution
RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.
Recommendation of the Board
As discussed above, after careful consideration of all relevant factors, our board has determined that the Special Meeting.adjournment proposal is in the best interests of the company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the extension proposal and the conversion proposal, our board will approve and declare advisable adoption of the adjournment proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT, IF PRESENTED, YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.
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​
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS
The following discussion summarizes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have their Class A Ordinary Shares redeemed for cash if the Extension Amendment Proposal is completed. This discussion applies only to U.S. Holders that beneficially own Class A Ordinary Shares and hold such shares as capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of its particular circumstances, including but not limited to, the alternative minimum tax, the Medicare tax on net investment income and the different consequences that may apply to investors that are subject to special rules under U.S. federal income tax laws, including but not limited to:
our sponsor, founders, officers or directors;
financial institutions or financial services entities;
broker-dealers;
taxpayers that are subject to the mark-to-market accounting rules;
tax-exempt entities;
governments or agencies or instrumentalities thereof;
insurance companies;
regulated investment companies;
real estate investment trusts;
controlled foreign corporations;
passive foreign investment companies;
expatriates or former long-term residents of the United States;
persons that actually or constructively own five percent or more of our voting shares;
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
partnerships (or entities or arrangements classified as partnerships), S-corporations or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such partnerships, S-Corporations or other pass-through entities;
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or
persons whose functional currency is not the U.S. dollar.
The discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial owner of Class A Ordinary Shares who or that is for U.S. federal income tax purposes: (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or

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organized) in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner (including a member or other beneficial owner treated for such purposes as a partner) in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARYSECURITY OWNERSHIP OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE REDEMPTION OF OUR CLASS A ORDINARY SHARES THAT ARE TENDERED FOR REDEMPTION PURSUANT TO THE EXTENSION AMENDMENT PROPOSAL. EACH HOLDER OF OUR CLASS A ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE REDEMPTION OF OUR CLASS A ORDINARY SHARES, INCLUDING THE APPLICABILITYBENEFICIAL OWNERS AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.
Redemption of Class A Ordinary Shares
Subject to the “passive foreign investment company” (“PFIC”) rules discussed below under “— PFIC ConsiderationsMANAGEMENT,” if some or all of a U.S. Holder’s Class A Ordinary Shares are redeemed pursuant to the redemption provisions described in this Proxy Statement (a “redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether such redemption qualifies as a sale of the Class A Ordinary Shares that are redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.
If the redemption qualifies as a sale of the Class A Ordinary Shares under Section 302 of the Code, the tax treatment of such redemption will be as described under “— Taxation on the Disposition of Class A Ordinary Shares” below. If the redemption does not qualify as a sale of Class A Ordinary Shares under Section 302 of the Code, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under the section entitled “— Taxation of Distributions.”
Whether a redemption of our Class A Ordinary Shares qualifies for sale treatment will depend largely on the total number of our Class A Ordinary Shares treated as held by such U.S. Holder (including any shares constructively owned as a result of, among other things, owning warrants) relative to all of our shares issued and outstanding both before and after such redemption. The redemption of Class A Ordinary Shares generally will be treated as a sale or exchange of the Class A Ordinary Shares (rather than as a distribution) if the receipt of cash upon the redemption (1) is “substantially disproportionate” with respect to a redeeming U.S. Holder, (2) results in a “complete termination” of such U.S. Holder’s interest in our equity securities or (3) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only our Class A Ordinary Shares actually owned by such holder, but also our Class A Ordinary Shares that are constructively owned by such holder. In addition to our Class A Ordinary Shares that are owned directly, a U.S. Holder may constructively own Class A Ordinary Shares owned by related individuals and entities in which such holder has an interest or that have an interest in such holder, as well as any Class A Ordinary Shares such holder has a right to acquire by exercise of an option, which would generally include Class A Ordinary Shares which could be acquired pursuant to the exercise of our warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by a U.S. Holder immediately following the redemption of our Class A Ordinary Shares must, among other requirements, be less than 80% of the percentage of our outstanding voting and Class A Ordinary Shares actually and constructively owned by such holder immediately before the redemption. Prior to our initial business combination, the Class A Ordinary Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (1) all of our Class A Ordinary Shares actually and constructively owned by such
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U.S. Holder are redeemed or (2) all of our Class A Ordinary Shares actually owned by such U.S. Holder are redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares owned by family members and such holder does not constructively own any other shares. The redemption of the Class A Ordinary Shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of an exercise of the redemption right.
If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution and the tax effects will be as described under “- Taxation of Distributions,” below. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed Class A Ordinary Shares will be added to the adjusted tax basis in such holder’s remaining Class A Ordinary Shares. If there are no remaining Class A Ordinary Shares, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.
Taxation of Distributions
Subject to the PFIC rules discussed below, if the redemption of a U.S. Holder’s Class A Ordinary Shares is treated as a distribution, as discussed above, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes, as dividends the amount of such distribution that is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.
Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A Ordinary Shares.
With respect to non-corporate U.S. Holders, dividends will be taxed at the lower applicable long-term capital gains rate (see “- Taxation on the Disposition of Class A Ordinary Shares” below) only if our Class A Ordinary Shares are readily tradable on an established securities market in the United States (which they will be if our shares are traded on Nasdaq) and certain other requirements are met, including that we are not classified as a PFIC during the taxable year in which the dividend is paid or the preceding taxable year and certain holding period requirements are met. It is unclear whether the redemption rights with respect to our Class A Ordinary Shares suspend the running of a U.S. Holder’s holding period for these purposes. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any dividends paid with respect to our Class A Ordinary Shares.
Taxation on the Disposition of Class A Ordinary Shares
Subject to the PFIC rules discussed below, if the redemption of a U.S. Holder’s Class A Ordinary Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (1) the amount realized and (2) the U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares redeemed.
Long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Ordinary Shares exceeds one year. Capital gain recognized by non-corporate U.S. Holders that do not satisfy the one-year holding period requirement for long-term capital gain treatment, generally would be taxed at regular ordinary income tax rates. The deductibility of capital losses is subject to various limitations depending on each U.S. Holder’s particular facts and circumstances.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation
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will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies to the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. Our actual PFIC status for our current taxable year or any future taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A Ordinary Shares and the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A Ordinary Shares, as described below, such holder generally will be subject to special rules with respect to:
any gain recognized by the U.S. Holder on the sale or other disposition of its Class A Ordinary Shares; and
any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A Ordinary Shares).
Under these rules,
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares;
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
THE PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF CLASS A ORDINARY SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
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Information Reporting and Backup Withholding
Proceeds from the redemption of our Class A Ordinary Shares may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A U.S. HOLDER’S PARTICULAR SITUATION. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH IN EXCHANGE FOR SHARES IN CONNECTION WITH ANY REDEMPTION OF THEIR CLASS A ORDINARY SHARES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of our sharesavailable to us as of November 30, 2022,August 1, 2023 with respect to our ordinary shares held by:
•
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
​
•
each of our executive officers and directors; and
​
•
all of our executive officers and directors as a group.
Unless otherwise indicated,​
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that all persons named in the table haveeach person listed below has sole voting and investment power with respect to such shares.
In the table below, percentage ownership is based on 5,496,921 ordinary shares, consisting of 1,246,921 Class A ordinary shares and 4,250,000 Class B ordinary shares outstanding as of August 1, 2023. Voting power represents the combined voting power of ordinary shares owned beneficially by such person. On all matters to be voted upon, the holders of the ordinary shares beneficially owned by them.vote together as a single class. The following table below does not reflect record of beneficial ownership of theinclude any ordinary shares underlying our outstanding warrants included in the Units offered in the IPO or the private placement warrants as these warrantsbecause such securities are not exercisable within 60 days of August 1, 2023.
In preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d), 13(g) and Section 16 of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information which we considered to be accurate and complete. Due to shareholder redemptions related to the January 27, 2023 general meeting to approve an extension of time in order to complete the Company’s business combination, the Company has reason to believe that all information filed with the SEC as of the most recent practicable date hereof.by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d) and 13(g) of the Exchange Act is no longer complete or accurate.
Name and addressAddress of beneficial ownerBeneficial Owner(1)
​​
​​
PepperOne LLC (our Sponsor)
​​
3,389,500(2)(3)
​​
15.9%
Ramzi Haidamus
​​
—Beneficially(4)
Owned
​​
—
Percentage		​
Eran Pilovsky
5% shareholders		​​
—(4)
​		​​
—
Michelle Fang
​		​​
—(4)
​		​​
—
​		​
Frank Ferrari
PepperOne LLC (our Sponsor)		​​
​
​3,259,000—(2)(3)(4)​​
—
Britney Blair
​		​​
59.3—%(4)
​​
Directors and Executive Officers​​
—
Maurice Op de Beek
​		​​
—(4)
​		​​
—
Ross Morgan
​		​​
—(4)
​		​
Ramzi Haidamus​​
​
​—
All officers and directors as a group (7) persons
(4)		​​
3,389,500(2)(4)
​		​​
15.9%
—		​​
Other 5% Shareholders
Eran Pilovsky		​​
​		​—(4)​​
Ayrton Capital LLC
​		​​
1,485,000(5)
—		​​
Michelle Fang​​
9.9%
​
RiverNorth Capital Management, LLC
​		—(4)​​
1,485,000(6)
​		​​
8.74%
—		​​
Polar Asset Management Partners Inc.
Frank Ferrari		​​
1,485,000(7)
​		​—(4)​​
8.74%
Radcliffe Capital Management, L.P.
​		​​
1,030,000(8)
—		​​
Britney Blair​​
6.06%
​
Shaolin Capital Management LLC
​		—(4)​​
1,000,000(9)
​		​​
5.9%
—		​​
Sandia Investment Management L.P.
Maurice Op de Beek		​​
​
​—977,921(4)(10)​​
5.8%
Linden Capital L.P.
​		​​
964,475(11)
—		​​
Ross Morgan​​
5.7%
​		​—(4)​​​​​—​​
All directors and executive officers as a group (7 individuals)​​​​3,259,000(4)​​​​​59.3%​​
​
*
Less than one percent.
(1)
(1)
Unless otherwise noted, the business address of each of the following is 548 Market Street, Suite 97425, San Francisco, California 94104.
(2)
Interests shown consist solely of Founder Shares, classified as Founder Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination on a one- for-one basis, subject to adjustment.
(3)
Excludes 8,500,000 shares which may be purchased by exercising warrants that are not presently exercisable.
(4)
Excludes shares indirectly owned by this individual as a result of his or her membership interest in our Sponsor.
(5)
According to Schedule 13G filed with the SEC on October 25, 2021 by Ayrton Capital LLC, Alto Opportunity Master Fund SPC – Segregated Master Portfolio B and Waqas Khatri, who have shared voting and dispositive power over 1,485,000 shares reported. The address of the principal business office of Ayrton Capital, LLC is 55 Post Rd West, 2nd Floor, Westport, CT 06880. The address of the principal business office of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B is Suite #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands. The address of the principal business office of Waqas Khatri is 55 Post Rd West, 2nd Floor, Westport, Connecticut 06880.
(6)
According to Schedule 13G filed with the SEC on February 15, 2022 by RiverNorth Capital Management, LLC, who has sole voting and dispositive power over 1,485,000 shares reported. The address of the principal business office of the reporting person is 325 N. LaSalle Street, Ste. 645, Chicago, Illinois 60654.
(7)
According to Schedule 13G filed with the SEC on February 10, 2022 by Polar Asset Management Partners Inc., who has sole voting and dispositive power over 1,485,000 shares reported. The address of the principal business office of the reporting person is 16 York Street, Suite 2900, Toronto, Ontario, Canada M5J 0E6.
(8)
According to Schedule 13G/A filed with the SEC on February 14, 2022 by Radcliffe Capital Management, L.P., RGC Management Company, LLC, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P. and Radcliffe SPAC GP, LLC, who have shared voting and dispositive power over 1,030,000 shares reported. The address of the principal business office of each of the reporting persons is 50 Monument Road, Suite 300, Bala Cynwyd, Pennsylvania 19004.
(9)
According to Schedule 13G filed with the SEC on February 10, 2022 by Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd. a Cayman
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Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, and DS Liquid DIV RVA SCM LLC being managed accounts advised by the Shaolin Capital Management LLC, who have shared voting and dispositive power over 1,000,000 shares reported. The address of the principal business office of each of the reporting personsfollowing entities or individuals is 7610 NE 4th Court,548 Market Street, Suite 104, Miami, Florida 3313.97425, San Francisco, California 94104.
(10)
According to Schedule 13G filed with the SEC on February 14, 2022 by Sandia Investment Management L.P. and Timothy J. Sichler who have shared voting and dispositive power over 977,921 shares reported. The address of the principal business office of each of the reporting persons is 201 Washington Street, Boston, Massachusetts 02108.
(11)
According to Schedule 13G/A filed with the SEC on February 4, 2022 by Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”); Linden GP LLC, a Delaware limited liability company (“Linden GP”); Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and Siu Min (Joe) Wong (“Mr. Wong”). The shares are held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the shares held by each of Linden Capital and the Managed Accounts. As of December 31, 2022, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 964,475 shares. This 964,475 amount consists of 907,030 Shares held by Linden Capital and 57,445 shares held by the Managed Accounts. As of December 31, 2021 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 907,030 shares held by Linden Capital. As of December 31, 2021, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.7% of shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.3% of shares outstanding. These percentages are based on the 17,000,000 shares outstanding as disclosed by the Company in its Quarterly Report on Form 10-Q filed on November 24, 2021. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.
​
(2)
Interests shown consist solely of Class B ordinary shares which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one- for-one basis, subject to adjustment. If the conversion proposal is approved, holders of the Class B ordinary shares will be able to convert such shares into Class A ordinary shares prior to an initial business combination.
​
(3)
Excludes 8,500,000 shares which may be purchased by exercising warrants that are not presently exercisable..
​
(4)
Excludes shares indirectly owned by this individual as a result of his or her membership interest in our Sponsor.
​
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HOUSEHOLDING INFORMATION
Unless
OTHER MATTERS
Shareholder Proposals
No business may be transacted at an annual general meeting, including an extraordinary general meeting, other than business that is either (i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction of the directors of the company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the current charter.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms furnished since the effective date of our IPO, we believe that there have been no delinquent filers other than as previously disclosed in the company’s SEC filings.
Fiscal Year 2022 Annual Report and SEC Filings
Our financial statements for the year ended December 31, 2022, are included in our annual report on Form 10-K, filed with the SEC on March 28, 2023. This proxy statement and our annual report are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to PepperLime Health Acquisition Corporation, 548 Market Street, Suite 97425, San Francisco, California 94104.
Delivery Of Documents To Shareholders
For shareholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this Proxy Statementproxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
•
if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 548 Market Street, Suite 97425, San Francisco, California 94104 or (415) 263-9939, to inform us of the shareholder’stheir request; or
​
•
if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
​
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Where You Can Find More Information

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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read ourthe company’s SEC filings, including this Proxy Statement,proxy statement, over the Internet at the SEC’s website at http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, our corporate website at https://www.pepperlimehealth.com/investor-relations. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Proxy Statement.
If you would like additional copies of this Proxy Statementproxy statement or if you have questions about the initial business combination or the proposals to be presented at the Special Meeting,general meeting, you should contact our proxy solicitation agentthe company at the following address and telephone number:
Morrow Sodali LLCPepperLime Health Acquisition Corporation
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: PEPL.info@investor.morrowsodali.com
You may also obtain these documents by requesting them in writing from us by addressing such request to our Secretary at 548 Market Street, Suite 97425
San Francisco, California 94104.94104
(415) 263-9939
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If you are a shareholder of the Companycompany and would like to request documents, please do so by January 4,August 15, 2023 five business days before(one week prior to the Special Meeting,general meeting), in order to receive them before the Special Meeting.general meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
* * *
The board does not know of any other matters to be presented at the general meeting. If any additional matters are properly presented at the general meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the general meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS

August 9, 2023
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ANNEX A
Annex A​
PROPOSED AMENDMENTAMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF
PEPPERLIME HEALTH ACQUISITION CORPORATION
“SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company (the “Articles”) be amended by the deletion of the existing Article 50.7 in its entirety and the insertion of the following language in its place:
50.7
In the event that the Company does not consummate a Business Combination on or before October 19, 2023, or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a)
cease all operations except for the purpose of winding up;
(b)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and
(c)
as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,
“50.7 In the event that the Company does not consummate a Business Combination on or before October 19, 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 the termination date; provided that there will be a deposit into the trust account (A) for the initial three (3) month extension $0.06 for each then outstanding public share, and (B) for each of the three subsequent one-month extensions $0.02 for each then outstanding public share (the “extension payment”) until April 19, 2024 (assuming the company’s business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In the event that the Company does not consummate a Business Combination on or before October 19, 2023 or such later time as the Members may approve in accordance with the Articles, the Company shall:
(a)
cease all operations except for the purpose of winding up;
​
(b)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
​
(c)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
​
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law (theLaw.”
(the “Extension Amendment”), PROVIDED that this Extension Amendment shall not be approved or effective if: (1)if as a consequence of redemptions of the Company's Public Shares submittedtendered to the Company pursuant to Article 50.8 of the Articles, in connection with the Extraordinary General Meeting held to approve this Extension Amendment the Company'sCompany’s net tangible assets would be less than US$5,000,001 following such redemptions; or (2) within two business days following5,000,001.”
RESOLVED, as a special resolution, that the Extraordinary General Meeting to approve the Extension Amendment the BoardAmended and Restated Memorandum and Articles of Association of the Company resolves not to proceed with(the “Articles”) be amended by the Extension Amendment because submitted redemptionsdeletion of the Company'sexisting Article 50.10 in its entirety and the insertion of the following language in its place:
“50.10 Except in circumstances where Class A Shares are issued in connection with a conversion pursuant to Article 17.2(a) hereof where the holders of such shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a)
receive funds from the Trust Account; or
​
(b)
vote as a class with Public Shares on a Business Combination.”
​
(the “Conversion Proposal”), PROVIDED that the Conversion Proposal shall not be effective if as a consequence of redemptions tendered to the Company pursuant to Article 50.8 of the Articles, the Company’s net tangible assets would be less than $5,000,001.
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PROXY CARD
PEPPERLIME HEALTH ACQUISITION CORPORATION
PROXY FOR THE EXTRAORDINARY MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on August 22, 2023:
The undersigned hereby appoints each of Ramzi Haidamus and Eran Pilovsky, or the Chairperson of the general meeting as proxy of the undersigned to attend the Extraordinary General Meeting of Shareholders (the “general meeting”) of PepperLime Health Acquisition Corporation (the “company”), to be held via live webcast and teleconference as described in the Proxy Statement on August 22, 2023 at 1:00 p.m., Pacific time, and at the offices of Loeb & Loeb LLP, located at Two Embarcadero Center, Suite 2510, San Francisco, CA 94111, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Extraordinary General Meeting, dated August 9, 2023 (the “Notice”), a copy of which has been received by the undersigned, as follows:
Proposal No. 1 — The Extension Proposal — as a special resolution, to approve the extension of the date by which the company must consummate an initial business combination (“business combination”) from October 19, 2023 (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 the termination date (assuming the company’s business combination has not occurred), by amending the company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A to the accompanying proxy statement.
​For   ☐​​Against   ☐​​Abstain   ☐​
Proposal No. 2 — The Conversion Proposal — as a special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying proxy statement, to provide holders of the company’s Class B ordinary shares the right to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination.
​For   ☐​​Against   ☐​​Abstain   ☐​
Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extraordinary General Meeting heldapproval of the foregoing proposals (the “adjournment proposal”), which will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve this Extension Amendment would cause the Company's Trust Account to hold less than US$40,000,000.”foregoing proposals, in which case the adjournment proposal will be the only proposal presented at the general meeting.
​For   ☐​​
Against   ☐
​​Abstain   ☐​
NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
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TABLETHIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF CONTENTS


SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
​
Dated: 
 

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​​
​
 Signature of Stockholder
​
​​​​
​
 PLEASE PRINT NAME
​