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    December 22, 2022

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, NE

    Washington, D.C. 20549

    Attention:          Jeffrey Lewis and Kristi Marrone

    New York

    601 Lexington Avenue, 31st Floor

    New York, NY 10022

    Andrea Basham

    T +1 (212) 277-4000

    T +1 (212) 284-4966 (direct)

    F +1 (917).439-3776

    E andrea.basham@‌freshfields.com

    freshfields.us

    Re:
    PepperLime Health Acquisition Corporation

    Form 10-K for the fiscal year ended December 31, 2021

    Filed March 17, 2022

    File No. 001-40915
 CIK No. 0001873324

Ladies and Gentlemen:

This letter is submitted on behalf of PepperLime
Health Acquisition Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s
Form 10-K for the Fiscal Year ended December 31, 2021, filed March 17, 2022 (the “Form 10-K”), as set forth in your letter
dated December 12, 2022 addressed to Ramzi Haidamus, Chief Executive Officer of the Company (the “Comment Letter”).

Set forth below are the Company’s
responses to the Staff’s comments. For ease of reference, the Staff’s comments are reproduced below in bold and are
followed by the Company’s responses. In addition, unless otherwise indicated, all references to page numbers in such responses
are to page numbers in the Form 10-K.

Form 10-K for the fiscal year ended December
31, 2021

    Note 7. Redeemable Class A Ordinary Shares
    and Shareholders' Deficit, page F-15

    1.
    We note you have classified the 8,100,000 private placements warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that "[i]f 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."

Freshfields Bruckhaus
Deringer is an international legal practice operating through Freshfields Bruckhaus Deringer US LLP, Freshfields Bruckhaus Deringer LLP,
Freshfields Bruckhaus Deringer (a partnership registered in Hong Kong), Freshfields Bruckhaus Deringer Law office, Freshfields Bruckhaus
Deringer Foreign Law Office, Studio Legale associato a Freshfields Bruckhaus Deringer, Freshfields Bruckhaus Deringer Rechtsanwälte
Steuerberater PartG mbB, Freshfields Bruckhaus Deringer Rechtsanwälte PartG mbB and other associated entities and undertakings.
For further regulatory information please refer to www.freshfields.com/support/legal-notice.

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    The Company respectfully acknowledges the Staff’s comment and
    confirms that the Company evaluated the Private Placement Warrants utilizing the guidance in Accounting Standards Codification (“ASC”)
    815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). The Company concluded that
    the Private Placement Warrants meet the requirement for equity classification because they are considered to be indexed to the Company’s
    own shares and meet the criteria to be classified in shareholders’ equity per the analysis as follows:

    The Warrants do not meet the criteria in ASC 480-10-25,
    for liability classification and therefore are not within the scope of ASC 480. Specifically:

    1.
    The Warrants are not mandatorily redeemable.

    2.
    The Warrants represent an obligation to issue ordinary shares of the Company. They do not represent an obligation of the Company
    to purchase its own equity shares.

    3.      The Warrants obligate the Company to issue a fixed number of ordinary shares at the exercise price. The adjustment provisions for
    Share dividends; Extraordinary Dividends; Aggregation of Shares, and the related Adjustments in Exercise Price may potentially result
    in a variable number of shares to be issued but as these adjustments are intended to maintain the economic value of the Warrants after
    such significant events, the provisions do not result in the Warrants being within the scope of ASC 480. The adjustments in the down round
    provision also do not result in the Warrants being within the scope of ASC 480.

    Per ASC 480-10-55 a warrant for puttable or mandatorily
    redeemable shares conditionally obligates the issuer to ultimately transfer assets and such obligation is conditioned on the warrants
    being exercised and the shares obtained by the warrant being put back to the issuer for cash or other assets. Thus, warrants for both
    puttable and mandatorily redeemable shares are analyzed the same way and are liabilities. The Company’s ordinary shares is the underlying
    to the Warrants. The ordinary shares are subject to redemption by the public holders, in certain circumstances outside of the Company’s
    control, until closing of an initial Business Combination, after which time the ordinary shares are no longer subject to redemption. The
    Warrants are not exercisable prior to closing an initial Business Combination. The Warrants will become exercisable on the later of 30
    days after the completion of a Business Combination. As such, settlement of the Warrants will be in nonredeemable shares and the Warrants
    do not fall within the scope of ASC 480-10-25.

    Management notes that the Warrants do not exhibit
    any of the above characteristics described in ASC 480 and, therefore, would not be classified as liabilities under ASC 480.

    Indexed to a Company’s Own Stock (ASC
    815-40-15)

    ASC 815-40-15 addresses when an instrument, or
    embedded component that meets the definition of a derivative, is considered indexed to a reporting entity’s own stock. The guidance
    requires a reporting entity to evaluate an instruments contingent exercise provisions and then the instruments settlement provisions,
    using the following two-step assessment outlined in ASC 815-40-15-5 through 15-8 with implementation guidance in ASC 815-40-55-26 through
    55-48:

    Step 1 — Evaluate any
    exercise contingencies — Exercise contingencies based on an observable market or index that is not based on the issuer’s stock
    or operations preclude an instrument from being considered indexed to an entity’s own stock.

    Step 2 — Evaluating
whether each settlement provision is consistent with a fixed-for-fixed equity instrument — Any settlement amount not equal to the
difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount precludes an instrument
from being considered indexed to an entity’s own stock (with a certain exception for variables that would be inputs to the valuation
model for a fixed-for-fixed forward or option contract).

3½9

    Exercise contingency is defined as “a provision
    that entitles the entity (or the counterparty) to exercise an equity-linked financial instrument (or embedded feature) based on changes
    in an underlying, including the occurrence (or nonoccurrence) of a specified event. Provisions that accelerate the timing of the entity's
    (or the counterparty's) ability to exercise an instrument and provisions that extend the length of time that an instrument is exercisable
    are examples of exercise contingencies.”

    ASC 815-40-15-7A states that “an exercise
    contingency would not preclude an instrument (or embedded feature) from being considered indexed to an entity's own stock provided that
    it is not based on (a) an observable market, other than the market for the issuer's stock (if applicable), or (b) an observable index,
    other than an index calculated or measured solely by reference to the issuer's own operations (for example, sales revenue of the issuer,
    EBITDA of the issuer, net income of the issuer, or total equity of the issuer).” If the evaluation of Step 1 does not preclude an
    instrument from being considered indexed to the entity's own stock, the analysis would proceed to Step 2. ASC 815-40-15-7B goes on to
    state that “provisions that accelerate the timing of the entity's (or the counterparty's) ability to exercise an instrument and
    provisions that extend the length of time that an instrument is exercisable are examples of exercise contingencies.”

    Step 1 – Exercise Contingencies

    Any contingent provision that affects the holder’s
    ability to exercise the instrument or embedded component must be evaluated. ASC 815-40-20 defines an exercise contingency as “a
    provision that entitles the entity (or the counterparty) to exercise an equity-linked financial instrument (or embedded feature) based
    on changes in an underlying, including the occurrence (or nonoccurrence) of a specified event. Provisions that accelerate the timing of
    the entity’s (or the counterparty’s) ability to exercise an instrument and provisions that extend the length of time that
    an instrument is exercisable are examples of exercise contingencies.”

    In applying Step 1, an exercise contingency does
    not preclude an instrument from being considered indexed to an entity’s own stock provided that it is not based on either of the
    following, according to ASC 815-40-15-7B:

    a.
    “An observable market, other than the market for the issuer’s stock (if applicable)

    b.
    An observable index, other than an index calculated or measured solely by reference to the issuer’s own operations (e.g.,
    sales revenue of the issuer, earnings before interest, taxes, depreciation and amortization of the issuer, net income of the issuer, or
    total equity of the issuer)

    If the evaluation of Step 1 (this
    paragraph) does not preclude an instrument from being considered indexed to the entity’s own stock, the analysis shall proceed to
    Step 2 (see paragraph 815-40-15-7C).”

    Section 8A.7 of the KPMG Handbook notes the following
    regarding the above guidance: “If an equity-linked financial instrument has a contingent exercise provision, it first has to be
    analyzed under Step 1 of the indexation guidance before it can be analyzed under Step 2. If it does not have a contingent exercise provision,
    Step 1 is skipped, and the instrument is analyzed under Step 2.”

    The following features of the Warrants are considered
    exercise contingencies:

    1.
    The Warrants are exercisable only if the Company completes a business combination (Section 3.2)

    2.
    The Warrants are no longer exercisable if the Company liquidates (Section 3.2)

    3.
    A portion of the Warrant may not be exercised if the holder exceeds specified beneficial ownership limitations upon exercise, if
    the holder so elects (Section 3.3.5)

    4.
    The holder may be forced to exercise the Warrant upon an Alternative Issuance (Section 4.4)

4½9

    Section 3.2 specifies that the Warrants are
contingently exercisable, after completion of a business combination. Further, the Warrants cease being exercisable upon liquidation
of the Company. The exercise contingencies in Sections 3.2 are not based on an observable market or an observable index, so the evaluation
of Step 1 to Section 3.2 does not preclude the Warrants from being considered indexed to the entity's own stock.

    Section 3.3.5 of the proposed warrant agreement
    (Maximum Percentage) contains an exercise contingency, if the holder elects to be subject to Section 3.3.5, for any amount of ordinary
    shares above the beneficial ownership limitations. The exercise contingencies in Sections 3.3.5 are not based on an observable market
    or an observable index, so the evaluation of Step 1 to Section 3.3.5 does not preclude the Warrants from being considered indexed to the
    entity's own stock.

    Section 4.4 specifies that the Warrant holder
    may have to exercise the Warrants, or exchange the Warrants, upon an Alternative Issuance for consideration received by the Company in
    that Alternative Issuance. This feature could be viewed as an exercise contingency. If so, these exercise contingencies in Sections
    4.4 are not based on an observable market or an observable index, so the evaluation of Step 1 to Section 4.4 does not preclude the Warrants
    from being considered indexed to the entity's own stock.

    Step 2 – Settlement Provisions

    ASC 815-40-15-7C through 7l outlines the evaluation
    of settlement provisions to determine if there is indexation to the Company’s stock. Any provision that can potentially alter either
    the exercise or the number of ordinary shares that are issuable upon exercise and is not considered a down-round provision is required
    to be evaluated to determine whether it represents an input into the pricing of a fixed-for-fixed forward or option on equity shares.
    An instrument shall be considered indexed to an entity’s own stock if its settlement amount will equal the difference between the
    following:

    a.       The
    fair value of a fixed number of the entity’s equity shares

    b.       A
    fixed monetary amount or a fixed amount of a debt instrument issued by the entity.

    The strike price or the number of shares used
    to calculate the settlement amount is not considered fixed if the terms of the instrument or embedded component allow for any potential
    adjustment (except as discussed below), regardless of the probability of the adjustment being made or whether the reporting entity can
    control the adjustment.

    ASC 815-40-15-7E discusses the exception to the
    “fixed for fixed” rule. This exception allows an instrument to be considered indexed to the reporting entity’s own stock
    even if adjustments to the settlement amount can be made, provided those adjustments are based on standard inputs used to determine the
    value of a “fixed for fixed” forward or option on equity shares.

    A fixed-for-fixed forward or option on equity
    shares has a settlement amount that is equal to the difference between the price of a fixed number of equity shares and a fixed strike
    price. The fair value inputs of a fixed-for-fixed forward or option on equity shares may include the entity’s stock price and additional
    variables, including all of the following:

    a.       Strike
    price of the instrument

    b.       Term
    of the instrument

    c.       Expected
    dividends or other dilutive activities

    d.       Stock
    borrow cost

    e.       Interest
    rates

    f.       Stock
    price volatility

    g.      The
    entity’s credit spread

    h.      The
    ability to maintain a standard hedge position in the underlying shares.

    Settlement adjustments designed to protect
a holder’s position from being diluted by a transaction initiated by an issuer will generally not prevent a freestanding instrument
or embedded component from being considered indexed to the issuer’s own stock provided the adjustments are limited to the effect
that the dilutive event has on the shares underlying instrument. Common examples of acceptable adjustments include the occurrence of
a stock split, rights offering, stock dividend, or a spin-off. In addition, settlement adjustments due to issuances of shares for an
amount below current fair value, or repurchases of shares for an amount that exceeds the current fair value of those shares, should also
be