Correspondence 0001104659-23-084124 from PepperLime Health Acquisition Corp (CIK 0001873324)
PepperLime Health Acquisition Corp (CIK 0001873324)
Date: July 26, 2023 · CIK: 0001873324 · Accession: 0001104659-23-084124
AI Filing Summary & Sentiment
File numbers found in text: 001-40915
Referenced dates: July 21, 2023
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: PepperLime Health Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed July 13, 2023 File No. 001-40915
Dear Mr. Alper:
On behalf of our client, PepperLime Health Acquisition Corporation, a Cayman Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced preliminary proxy statement on Schedule 14A filed on July 13, 2023 (the “Preliminary Proxy Statement”) contained in the Staff’s letter dated July 21, 2023 (the “Comment Letter”).
The Company has filed via EDGAR a revised preliminary proxy statement (the “Amended Proxy Statement”), which reflects the Company’s response to the comment received by the Staff and certain updated information. For ease of reference, the Staff’s comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amended Proxy Statement.
Risk Factors
The Committee on Foreign Investment in the United States ("CFIUS")..., page 4
1. We refer to your letter, dated January 25, 2023, submitted in response to the review of your Annual Report on Form 10-K for the fiscal year ended December 31, 2021, where you confirmed that your sponsor has substantial ties with non-U.S. persons and that certain of your board members are non-U.S. persons, and where you had proposed risk disclosure. To the extent that such proposed disclosure continues to be applicable, please revise your risk factor disclosure to include information provided in such proposed disclosure, including the fact that members of your Board are non-U.S. persons, so that investors have the necessary context to assess the risk you disclose.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Page 2
Response: The Company has revised the disclosure on pages 4 and 5 of the Amended Proxy Statement in response to the Staff’s comment.
Please do not hesitate to contact Jane Tam at (202) 524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni
Caruso
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Loeb &
Loeb LLP
345 Park Avenue
New York, NY 10154
Main 212.407.4000
Fax 212.407.4990
July 26, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ronald (Ron) E. Alper
Re: PepperLime Health Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed July 13, 2023
File No. 001-40915
Dear Mr. Alper:
On behalf of our client, PepperLime Health Acquisition
Corporation, a Cayman Islands company (the “Company”), we respond to the comments of the staff of the Division of Corporation
Finance of the Commission (the “Staff”) with respect to the above-referenced preliminary proxy statement on Schedule 14A filed
on July 13, 2023 (the “Preliminary Proxy Statement”) contained in the Staff’s letter dated July 21, 2023 (the
“Comment Letter”).
The Company has filed via EDGAR a revised preliminary
proxy statement (the “Amended Proxy Statement”), which reflects the Company’s response to the comment received by the
Staff and certain updated information. For ease of reference, the Staff’s comment contained in the Comment Letter is printed below
and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers
in the Amended Proxy Statement.
Risk Factors
The Committee on Foreign Investment in the United States ("CFIUS")...,
page 4
1. We refer to your letter, dated January 25, 2023, submitted
in response to the review of your Annual Report on Form 10-K for the fiscal year ended December 31, 2021, where you confirmed
that your sponsor has substantial ties with non-U.S. persons and that certain of your board members are non-U.S. persons, and where you
had proposed risk disclosure. To the extent that such proposed disclosure continues to be applicable, please revise your risk factor
disclosure to include information provided in such proposed disclosure, including the fact that members of your Board are non-U.S. persons,
so that investors have the necessary context to assess the risk you disclose.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Page 2
Response:
The Company has revised the disclosure on pages 4 and 5 of the Amended Proxy Statement in response to the Staff’s comment.
Please do not hesitate to contact Jane Tam at (202)
524-8470 or Giovanni Caruso at (212) 407-4866 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni
Caruso
Loeb & Loeb LLP
cc:
Ramzi Haidamus
Eran Pilovsky