PRLHW / Pearl Holdings Acquisition Corp - Equity Warrant - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Ordinary Shares of Pearl Holdings Acquisition Corp, together with any or all amendments thereto, when and if required.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2024 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 PEARL HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 PEARL HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

EX-3.1 2 pearlholdingsex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article

AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 10, 2024, is made by and between Pearl Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). W

AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the references to: “Decembe

AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 3 pearlholdingsex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 10, 2024, is made by and between Pearl Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition P

PRLH / Pearl Holdings Acquisition Corp / Sandia Investment Management LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga.htm AMENDMENT NO. 1 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G44525106 (CUSIP Number) October 10, 2024 (voluntary) (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

EX-1 2 exi.htm Exhibit I CUSIP No. G44525106 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Pearl Holdings Acquisition Corp, together with any or all amendments thereto, when and if required. The parties hereto further consent and ag

PRLH / Pearl Holdings Acquisition Corp / SZOP MULTISTRAT LP Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G44525106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com November 4, 2024

Skadden, Arps, Slate, Meagher & Flom llp 2000 AVENUE OF THE STARS FIRM/AFFILIATE OFFICES LOS ANGELES, CALIFORNIA 90067 DIRECT DIAL (213) 687-5122 DIRECT FAX (213) 621-5122 EMAIL ADDRESS MICHELLE.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Period

TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com

Skadden, Arps, Slate, Meagher & Flom llp 300 SOUTH GRAND AVENUE FIRM/AFFILIATE OFFICES LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [●] TO [●] COMMISSION FILE NUMBER 001-4116

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [●] TO [●] COMMISSION FILE NUMBER 001-41165

TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com

Skadden, Arps, Slate, Meagher & Flom llp 300 SOUTH GRAND AVENUE FIRM/AFFILIATE OFFICES LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 (May 21, 2024) PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registr

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 (May 13, 2024) PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Perio

PRLH / Pearl Holdings Acquisition Corp / MANGROVE PARTNERS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41165 PEARL HOLDINGS ACQ

Clawback Policy of the Company.

Exhibit 97.1 PEARL HOLDINGS ACQUISITION CORP CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pearl Holdings Acquisition Corp (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 PEARL HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

Subscription Agreement, dated February 22, 2024, by and among Pearl Holdings Acquisition Corp, Pearl Holdings Sponsor LLC and Polar Multi-Strategy Master Fund

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of February 22, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and Pearl Holdings Sponsor LLC, a Cayman limited liability company (“Sponsor”). In

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities an

PRLH / Pearl Holdings Acquisition Corp / Sandia Investment Management LP Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(

KYG445251229 / PEARL HOLDINGS ACQUISITION C UNIT / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d29sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pearl Holdings Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G44525122 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

PRLH / Pearl Holdings Acquisition Corp / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

SC 13G/A 1 prlha121224.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PEARL HOLDINGS ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2023 (Date of Event which R

PRLH / Pearl Holdings Acquisition Corp / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formpearlholdingssc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Pearl Holdings Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2023 (Date of Event Which Requ

KYG445251229 / PEARL HOLDINGS ACQUISITION C UNIT / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Pearl Holdings Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G44525122 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

PRLH / Pearl Holdings Acquisition Corp / ADAGE CAPITAL PARTNERS GP, L.L.C. - PEARL HOLDINGS ACQUISITION CORP Passive Investment

SC 13G/A 1 p24-0583sc13ga.htm PEARL HOLDINGS ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2023 (Date of Event Which Require

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

EX-1 2 exi.htm Exhibit I CUSIP No. G44525106 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Pearl Holdings Acquisition Corp, together with any or all amendments thereto, when and if required. The parties hereto further consent and ag

PRLH / Pearl Holdings Acquisition Corp / SZOP MULTISTRAT LP Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G44525106 (CUSIP Number) January 11, 2024 (Date of Event which Requires Filing of this Statement) Check th

PRLH / Pearl Holdings Acquisition Corp / MANGROVE PARTNERS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

PRLH / Pearl Holdings Acquisition Corp / Vivaldi Asset Management, LLC - 13G/A PRLH Passive Investment

SC 13G/A 1 schedule13gaprlh01102024.htm 13G/A PRLH UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2023 (Date of Event which Requ

Amendment to Investment Management Trust Agreement, dated December 8, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 8, 2023, is made by and between Pearl Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York li

Amendment to Investment Management Trust Agreement, dated December 8, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 8, 2023, is made by and between Pearl Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York li

Amendment to Amended and Restated Memorandum and Articles of Association of the Company

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introduction

Amendment to Amended and Restated Memorandum and Articles of Association of the Company

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introduction

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 PEARL HOLDINGS A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporati

Form of Non-Redemption Agreement

Exhibit 10.1 Final Form FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered as of December [●], 2023 by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (“PRLH”), the undersigned investor (“Investor”), and, solely with respect to Section 1.4 and the last sentence of Section 1.6 of this Agreement, Pearl Holdings Sponsor LLC, a Cay

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registra

PRLH / Pearl Holdings Acquisition Corp - Class A / Vivaldi Asset Management, LLC - PRLH 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) June 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2023 (June 14, 2023) PEARL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2023 (June 14, 2023) PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman IslandsE9 001-41165 98-1593935 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 (June 12, 2023) PEARL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2023 (June 12, 2023) PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 PEARL HOLDINGS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41165 PEARL HOLDINGS ACQ

PRLH / Pearl Holdings Acquisition Corp - Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 PRLHSC13GA22023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) PEARL HOLDINGS ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G44525106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this sta

PRLH / Pearl Holdings Acquisition Corp - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gpearlholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Pearl Holdings Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat

PRLH / Pearl Holdings Acquisition Corp - Class A / Taconic Capital Advisors LP - TACONIC CAPITAL ADVISORS LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PEARL HOLDINGS ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PEARL HOLDINGS ACQUISITION CORP (Exact name of registr

Indemnity Agreement, dated December 14, 2021, between the Company and James E. Lieber

EX-10.10 7 pearlholdingsex10-10.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) James E

Indemnity Agreement, dated December 14, 2021, between the Company and Craig E. Barnett

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Craig E. Barnett (?Indemnitee?). Whereas: (A) Highly compe

Code of Ethics and Business Conduct of Pearl Holdings Acquisition Corp.

Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF PEARL HOLDINGS ACQUISITION CORP 1. Introduction The Board of Directors (the ?Board?) of Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the ?Company?), has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41165 PEARL HOLDINGS ACQ

Indemnity Agreement, dated December 14, 2021, between the Company and Laura A. Weil

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Laura A. Weil (?Indemnitee?). Whereas: (A) Highly compete

Indemnity Agreement, dated December 14, 2021, between the Company and Terry Duddy

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Terry Duddy (?Indemnitee?). Whereas: (A) Highly competent

Indemnity Agreement, dated December 14, 2021, between the Company and Martin F. Lewis

EX-10.8 5 pearlholdingsex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Martin F. L

Indemnity Agreement, dated December 14, 2021, between the Company and Mary C. Tanner

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Mary C. Tanner (?Indemnitee?). Whereas: (A) Highly compet

Description of the Company’s securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Pearl Holdings Acquisition Corp (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinar

Indemnity Agreement, dated December 14, 2021, between the Company and Scott M. Napolitano

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 14, 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Scott M. Napolitano (“Indemnitee”). Whereas: (A) Highly co

Saba Capital Management, L.P. - FORM SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Pearl Holdings Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G44525122 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Pearl Holdings Sponsor LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G44525 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 7th day of February 2022, by and among Pearl Holdings Sponsor LLC and Craig E.

CALAMOS INVESTMENT TRUST/IL - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pearl Holdings Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G44525122 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

INTEGRATED CORE STRATEGIES (US) LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) PEARL HOLDINGS ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G44525106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate b

Financial Statements and Exhibits, Other Events

8-K 1 pearlholdings8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2022 Pearl Holdings Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or oth

Pearl Holdings Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing February 4, 2022

Exhibit 99.1 FOR IMMEDIATE RELEASE Pearl Holdings Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing February 4, 2022 NEW YORK, NY, February 3, 2022 ? Pearl Holdings Acquisition Corp (Nasdaq: PRLHU) (the ?Company?) today announced that, commencing February 4, 2022, holders of the units sold in the Company?s initial public offering of 2

ADAGE CAPITAL PARTNERS GP, L.L.C. - PEARL HOLDINGS ACQUISITION CORP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pearl Holdings Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G44525122** (CUSIP Number) December 17, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 Pearl Holdings Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

INDEX TO FINANCIAL STATEMENT

EX-99.1 2 pearlholdingsex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of December 17, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Pearl Holdings Acquisition Corp Grand Cayman Opinion o

Saba Capital Management, L.P. - FORM SC 13G

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pearl Holdings Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G44525122 (CUSIP Number) December 15, 2021 (Date of Event which Requires Filing of this Statement) Check the

INTEGRATED CORE STRATEGIES (US) LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PEARL HOLDINGS ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G44525122** (CUSIP Number) DECEMBER 15, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

Registration Rights Agreement, dated December 14, 2021, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 14, 2021 is made and entered into by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the other parties listed on the signature page hereto (tog

Investment Management Trust Agreement, dated December 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

EX-10.2 6 pearlholdingsex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021, by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Tru

Letter Agreement, dated December 14, 2021, among the Company, the Sponsor and the Company’s officers and directors.

EX-10.1 5 pearlholdingsex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Pearl Hold

Private Placement Warrants Purchase Agreement, dated December 14, 2021, between the Company and the Sponsor.

EX-10.4 8 pearlholdingsex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Pearl Holdings Sponsor LLC, a Caym

Amended and Restated Memorandum and Articles of Association of the Company.

EX-3.1 3 pearlholdingsex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Pearl Holdings Acquisition Corp (ROC #373321) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 14 December 2021, the following special resolution was passed: Adoption of Amended and Restated Me

Pearl Holdings Acquisition Corp Announces Pricing of $175 Million Initial Public Offering

EX-99.1 10 pearlholdingsex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Pearl Holdings Acquisition Corp Announces Pricing of $175 Million Initial Public Offering NEW YORK—December 14, 2021—Pearl Holdings Acquisition Corp (the “Company”) announced today that it priced its initial public offering of 17,500,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market (“Nasdaq”) and trade u

Warrant Agreement, dated December 14, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 pearlholdingsex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT PEARL HOLDINGS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY December 14, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated December 14, 2021, is by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York

Underwriting Agreement, dated December 14, 2021, between the Company and Morgan Stanley & Co. LLC.

Exhibit 1.1 PEARL HOLDINGS ACQUISITION CORP 17,500,000 Units UNDERWRITING AGREEMENT December 14, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Pearl Holdings Acquisition Corp, a Cayman Islands exempted company with limited liability (the ?Company?), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the ?Underwriters?) an

Support Services Agreement, dated December 14, 2021, between the Company and the Sponsor.

EX-10.5 9 pearlholdingsex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, NY 10017 December 14, 2021 Pearl Holdings Sponsor LLC 767 Third Avenue, 11th Floor New York, NY 10017 Re: Support Services Agreement Ladies and Gentlemen: This Support Services Agreement (this “Agreement”) by and between Pearl Holdings Acquisition Corp, a Cayman Island

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 Pearl Holdings Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41165 98-1593935 (State or other jurisdiction of incorporat

Filed Pursuant to Rule 424(b)(4) Registration No. 333-261319

424B4 1 pearlholdings424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-261319 PROSPECTUS $175,000,000 Pearl Holdings Acquisition Corp 17,500,000 Units Pearl Holdings Acquisition Corp is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pearl Holdings Acquisition Corp (Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Pearl Holdings Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1593935 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

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December 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, New York 10017 December 13, 2021

Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, New York 10017 December 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

Form of Support Services Agreement by and between the Registrant and Pearl Holdings Sponsor LLC

EX-10.8 17 pearlholdingsex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, NY 10017 [●], 2021 Pearl Holdings Sponsor LLC 767 Third Avenue, 11th Floor New York, NY 10017 Re: Support Services Agreement Ladies and Gentlemen: This Support Services Agreement (this “Agreement”) by and between Pearl Holdings Acquisition Corp, a Cayman Islands exemp

Consent of Mary C. Tanner

EX-99.2 21 pearlholdingsex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent of INDEPENDENT DIRECTOR In connection with the filing by Pearl Holdings Acquisition Corp (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 o

Specimen Class A Ordinary Share Certificate

Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G44525 106 Pearl Holdings Acquisition Corp INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF Pearl Holdings Acquisition Corp (THE “COMPANY”) subject to the Company’s ame

Promissory Note, dated April 1, 2021, issued to Pearl Holdings Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Form of Code of Ethics and Business Conduct

Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF PEARL HOLDINGS ACQUISITION CORP 1.

Consent of Laura A. Weil

Exhibit 99.3 Consent of INDEPENDENT DIRECTOR In connection with the filing by Pearl Holdings Acquisition Corp (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomine

Consent of James E. Lieber

Exhibit 99.1 Consent of INDEPENDENT DIRECTOR In connection with the filing by Pearl Holdings Acquisition Corp (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomine

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement o

Form of Indemnity Agreement

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have bec

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 7 pearlholdingsex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT PEARL HOLDINGS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose

As filed with the Securities and Exchange Commission on November 23, 2021.

As filed with the Securities and Exchange Commission on November 23, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pearl Holdings Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1593935 (State or other jurisdiction of incorporation or

Form of Private Placement Warrants Purchase Agreement between the Registrant and purchasers of private placement warrants

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

Form of Letter Agreement among the Registrant and its directors and officers and Pearl Holdings Sponsor LLC

Exhibit 10.2 Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempte

Form of Underwriting Agreement

Exhibit 1.1 PEARL HOLDINGS ACQUISITION CORP 17,500,000 Units UNDERWRITING AGREEMENT [?], 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Pearl Holdings Acquisition Corp, a Cayman Islands exempted company with limited liability (the ?Company?), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the ?Underwriters?) an aggrega

Securities Subscription Agreement, dated April 1, 2021, between the Registrant and Pearl Holdings Sponsor LLC

Exhibit 10.5 PEARL HOLDINGS ACQUISITION CORP 757 Third Avenue, 26th Floor New York, New York 10017 Pearl Holdings Sponsor LLC April 1, 2021 757 Third Avenue, 26th Floor New York, New York 10017 RE: Securities Subscription Agreement Ladies and Gentlemen: Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Pearl Holdings Sponsor LLC, a C

Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP Auth Code: B92797063604 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP 1 The name of the Company is Pearl Holdings Acquisiti

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U-1 SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G44525 122 PEARL HOLDINGS ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT CEDE & CO. is the owner of Units. Each Unit (“Unit”) consists of one Class A Ordinary Share, par va

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP (adopted by Special Resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PEARL HOLDINGS A

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), Pearl Holdings Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other parties listed on the signature page hereto (together wi

Pearl Holdings Acquisition Corp INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES

Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G44525 106 Pearl Holdings Acquisition Corp INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF Pearl Holdings Acquisition Corp (THE ?COMPANY?) subject to the Company?s ame

Pearl Holdings Acquisition Corp 757 Third Avenue, 26th Floor New York, NY 10017

EX-10.8 9 filename9.htm Exhibit 10.8 Pearl Holdings Acquisition Corp 757 Third Avenue, 26th Floor New York, NY 10017 [●], 2021 Pearl Holdings Sponsor LLC 757 Third Avenue, 26th Floor New York, NY 10017 Re: Support Services Agreement Ladies and Gentlemen: This Support Services Agreement (this “Agreement”) by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Compan

THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION PEARL HOLDINGS ACQUISITION CORP (adopted by Special Resolution dated [Date] and effective on [date]) THE COMPAN

EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP (adopted by Special Resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIAT

INDEMNITY AGREEMENT

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021. Between: (1) Pearl Holdings Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have bec

PEARL HOLDINGS ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE

Exhibit 4.1 NUMBER UNITS U-1 SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G44525 122 PEARL HOLDINGS ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT CEDE & CO. is the owner of Units. Each Unit (?Unit?) consists of one Class A Ordinary Share, par va

WARRANT AGREEMENT PEARL HOLDINGS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY [●], 2021

EX-4.4 6 filename6.htm Exhibit 4.4 WARRANT AGREEMENT PEARL HOLDINGS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as war

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

CODE OF ETHICS AND BUSINESS CONDUCT OF PEARL HOLDINGS ACQUISITION CORP

EX-14 10 filename10.htm Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF PEARL HOLDINGS ACQUISITION CORP 1. Introduction The Board of Directors (the “Board”) of Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, office

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION PEARL HOLDINGS ACQUISITION CORP

EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP Auth Code: B92797063604 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PEARL HOLDINGS ACQUISITION CORP 1 The name of the Company is P

As submitted confidentially with the Securities and Exchange Commission on October 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confide

DRS/A 1 filename1.htm As submitted confidentially with the Securities and Exchange Commission on October 21, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1

Skadden, Arps, Slate, Meagher & Flom llp 300 South Grand Avenue

Skadden, Arps, Slate, Meagher & Flom llp 300 South Grand Avenue DIRECT DIAL (213) 687-5122 DIRECT FAX (213) 621-5122 EMAIL ADDRESS Michelle.

As submitted confidentially with the Securities and Exchange Commission on May 18, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

As submitted confidentially with the Securities and Exchange Commission on May 18, 2021.