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                              December 12, 2022

       Ramzi Haidamus
       Chief Executive Officer
       PepperLime Health Acquisition Corp
       548 Market Street, Suite 97425
       San Francisco, CA 94104

                                                        Re: PepperLime Health
Acquisition Corp
                                                            Form 10-K for the
fiscal year ended December 31, 2021
                                                            Filed March 17,
2022
                                                            File No. 001-40915

       Dear Ramzi Haidamus:

               We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.



       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."
 Ramzi Haidamus
PepperLime Health Acquisition Corp
December 12, 2022
Page 2
General

2.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future
         filings to include disclosure that addresses how this fact could
impact your ability to
         complete your initial business combination. For instance, discuss the
risk to investors that
         you may not be able to complete an initial business combination with a
U.S. target
         company should the transaction be subject to review by a U.S.
government entity, such as
         the Committee on Foreign Investment in the United States (CFIUS), or
ultimately
         prohibited. Disclose that as a result, the pool of potential targets
with which you could
         complete an initial business combination may be limited. Further,
disclose that the time
         necessary for government review of the transaction or a decision to
prohibit the
         transaction could prevent you from completing an initial business
combination and require
         you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless. Please
include an example of
         your intended disclosure in your response.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Jeffrey Lewis at (202) 551-6216 or Kristi Marrone at
(202) 551-3429
with any questions.



FirstName LastNameRamzi Haidamus                               Sincerely,
Comapany NamePepperLime Health Acquisition Corp
                                                               Division of
Corporation Finance
December 12, 2022 Page 2                                       Office of Real
Estate & Construction
FirstName LastName