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 incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 767
Third Avenue, 11th Floor New York, New York |
|
10017 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(212)
457-1540
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each
consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
PRLHU |
|
The
Nasdaq Stock Market LLC |
| Class A ordinary
shares, par value $0.0001 per share |
|
PRLH |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
PRLHW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01 | Entry
into a Material Definitive Agreement |
The
information disclosed in Item 5.07 of this Current Report on Form 8-K regarding the Trust Amendment (as defined below) is incorporated
by reference into this Item 1.01.
| Item 3.03 | Material
Modification to Rights of Security Holders. |
The
information disclosed in Item 5.07 of this Current Report on Form 8-K regarding the amendments to the Charter (as defined below) is incorporated
by reference into this Item 3.03.
| Item 5.07 | Submission
of Matters to a Vote of Security Holders. |
Extraordinary
General Meeting
On
December 8, 2023, Pearl Holdings Acquisition Corp, a Cayman Islands exempted company (the “Company”), held an extraordinary
general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 22,193,876 ordinary shares,
comprised of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”),
and the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and, together
with the Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately
88.8% of the voting power of the 25,000,000 issued and outstanding Ordinary Shares of the Company, comprised of 20,000,000 Class A Ordinary
Shares and 5,000,000 Class B Ordinary Shares, entitled to vote at the Extraordinary General Meeting at the close of business on November
20, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The Company’s
shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.”
In connection with the vote
to approve the proposals set forth below, the holders of 17,832,307 Class A Ordinary Shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate of approximately $191.0 million in connection
with the proposals set forth below. After the satisfaction of such redemptions, the balance in the Company’s trust account will
be approximately $23.3 million.
A
summary of the voting results at the Extraordinary General Meeting for each proposal is set forth below.
Proposal
1
The
Shareholders approved, by a special resolution, the proposal to amend the Company’s Amended and Restated Memorandum and Articles
of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A of the definitive
proxy statement filed by the Company on November 20, 2023 (the “Proxy Statement”), to extend the date by which the
Company must either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination,
as further described in the Charter (an initial “Business Combination”), or (ii) cease its operations except for the
purpose of winding up if it fails to complete such Business Combination and (iii) redeem all of the Class A Ordinary Shares included
as part of the units sold in the Company’s initial public offering that was consummated on December 17, 2021 (the “IPO”),
from December 17, 2023 (such date, giving effect to any exercise of any Extension Option (as defined in the Charter), the “Original
Expiration Date”) to December 17, 2024 (the “Extension Amendment” and such proposal, the “Extension
Amendment Proposal”). The voting results for the Extension Amendment Proposal were as follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 17,467,787 | |
3,619,948 | |
1,106,141 | |
0 |
Proposal
2
The
Shareholders approved, by a special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form
set forth in Annex A of the Proxy Statement (the “Redemption Limitation Amendment” and such proposal, the “Redemption
Limitation Amendment Proposal”) to eliminate from the Charter the limitation that the Company shall not redeem Class A Ordinary
Shares included as part of units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”)
to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 following such redemption
(the “Redemption Limitation”). The Redemption Limitation Amendment will allow the Company to redeem Public Shares
irrespective of whether such redemption would exceed the Redemption Limitation. The voting results for the Redemption Limitation Amendment
Proposal were as follows:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 19,376,250 |
|
1,710,985 |
|
1,106,141 |
|
0 |
Proposal
3
The
Shareholders approved, by a special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form
set forth in Annex A of the Proxy Statement to allow the Company’s board of directors (the “Board”), in its
sole discretion, to elect to cease all operations on an earlier date (the “Liquidation Amendment” and such proposal,
the “Liquidation Amendment Proposal”). The voting results for the Liquidation Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 19,376,250 |
|
1,710,985 |
|
1,106,141 |
|
0 |
Proposal
4
The
Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated as of December 14, 2021,
by and between Continental Stock Transfer & Trust Company (“Continental”) and the Company (the “Trust
Agreement”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the Proxy Statement, to allow
the Company to extend the date by which it must complete its initial Business Combination from December 17, 2023 to December 17, 2024,
or such earlier date as determined by the Board in its sole discretion (the “Trust Amendment” and such proposal, the
“Trust Amendment Proposal”). The voting results for the Trust Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 17,467,787 |
|
3,619,948 |
|
1,106,141 |
|
0 |
Proposal
5
The
proposal to adjourn the Extraordinary General Meeting to a later date or dates was not presented at the Extraordinary General Meeting,
as each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Liquidation Amendment Proposal and
the Trust Amendment Proposal received a sufficient number of votes for approval.
Under
Cayman Island law, the amendments to the Charter took effect upon approval of the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and the Liquidation Amendment Proposal.
The
foregoing descriptions of the amendments to the Charter and the Trust Amendment do not purport to be complete and are qualified in their
entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on
Form 8-K and are incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. The Company has based these forward-looking statements on its current expectations and projections
about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may
cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, but are
not limited to, the intention of the Sponsor to convert certain of its shares and the terms thereof, whether the Company will enter into
a definitive agreement or consummate an initial Business Combination, or the timing of any of the foregoing. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”
or the negative of such terms or other similar expressions. A number of factors could cause actual events, performance or results to
differ materially from the events, performance and results discussed in the forward-looking statements. Important factors, among others,
that could cause actual results to differ materially from those anticipated in the forward-looking statements include: the Company’s
ability to enter into a definitive agreement with respect to an initial Business Combination within the time provided in the Company’s
Charter; the ability of the Company to obtain the financing necessary to consummate an initial Business Combination; compliance by the
Company with the listing rules of the Nasdaq Stock Exchange LLC; the failure to realize the anticipated benefits of an initial Business
Combination, including as a result of a delay in consummating an initial Business Combination; the level of redemptions made by the Company’s
shareholders in connection with the Extension Amendment Proposal and a proposed Business Combination and its impact on the amount of
funds available in the trust account to complete an initial Business Combination, and those factors identified in the Company’s
filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K filed with
the SEC on March 31, 2023, and the Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023, August 14, 2023 and November 14,
2023 and in the other reports the Company has filed with the SEC, including the Extension Proxy. The Company’s SEC filings can
be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law,
the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Item
9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
December 14, 2023
| Pearl
Holdings Acquisition Corp |
|
| |
|
| By: |
/s/
Craig E. Barnett |
|
| Name: |
Craig E. Barnett |
|
| Title: |
Chief Executive
Officer |
|
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 of such sub-section: |
“In
the event that the Company does not consummate a Business Combination within 18 months (or up to 24 months if the Sponsor exercises its
Extension Options) from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the
Company shall”
and
replacing it with the following:
“In
the event that the Company does not consummate a Business Combination by December 17, 2024, or such later time as the Members may approve
in accordance with the Articles, the Company shall:”; and
| (b) | amending
Article 49.8 by deleting the words: |
“within
18 months (or up to 24 months if the Sponsor exercises its Extension Options) from the consummation of the IPO, or such later time as
the Members may approve in accordance with the Articles; or”
and
replacing them with the words:
“by
December 17, 2024, or such later time as the Members may approve in accordance with the Articles; or”
SECOND,
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 49.2 by deleting the words: |
“provide
Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number
of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s
net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion
of the proposed Business Combination to which it relates.”
and
replacing them with the words:
“provide
Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by
the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination
to which it relates”
| (b) | amending
Article 49.4 by deleting the words: |
“At
a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business
Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that
the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately
prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement
relating to, such Business Combination.”
and
replacing them with the words:
“At
a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business
Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
| (c) | amending
Article 49.5 by deleting the words: |
“The
Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following
such redemptions (the “Redemption Limitation”)”
| (d) | amending
Article 49.8 by deleting the words: |
“The
Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation”
THIRD,
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 of such sub-section: |
“or
such later time as the Members may approve in accordance with the Articles, the Company shall:”
and
replacing it with the following:
“or
such later time as the Members may approve in accordance with the Articles, or such earlier date as determined by the Board, in its sole
discretion, and included in a public announcement, the Company shall:”; and
| (b) | amending
Article 49.8 by deleting the words: |
“or
such later time as the Members may approve in accordance with the Articles; or”
and
replacing them with the words:
“or
such later time as the Members may approve in accordance with the Articles, or such earlier date as determined by the Board, in its sole
discretion, and included in a public announcement; or”
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 limited purpose trust company (the “Trustee”).
WHEREAS,
the parties hereto are parties to that certain Investment Management Trust Agreement dated as of December 14, 2021 (the “Trust
Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit
of the Company and the Public Shareholders under the circumstances described therein;
WHEREAS,
Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the
affirmative vote of at least sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, voting together
as a single class;
WHEREAS,
pursuant to an extraordinary general meeting of the shareholders of the Company held on the date hereof, at least sixty five percent
(65%) of the then Ordinary Shares and Class B ordinary shares, voting together as a single class, voted affirmatively to approve this
Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated memorandum of association (the “Charter
Amendment”); and
WHEREAS,
each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the
Charter Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined herein, shall have the meanings
ascribed to such terms in the Trust Agreement.
2.
Amendments to the Trust Agreement.
(a)
Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Co-President, Chief Financial Officer, Chief Operating
Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be
net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position
that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein,
or (y) upon December 17, 2024 (or such earlier date as determined by the Board, in its sole discretion, and included in a public announcement)
(the “Liquidation Date”), or such later date as may be approved by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less
up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes
payable), shall be distributed to the Public Shareholders of record as of such date;”
(b)
Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to
implement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.
3.
No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall
continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with
its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended
to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of
the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
4.
References.
(a)
All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby”
and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and
(b)
All references to the “amended and restated memorandum of association” in the Trust Agreement shall mean the Company’s
second amended and restated memorandum of association as amended by the Charter Amendment.
5.
Governing Law. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction.
6.
Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement
by electronic transmission shall constitute valid and sufficient delivery thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment Agreement as of the date first written above.
| Continental
Stock Transfer & Trust Company |
|
| |
|
| By: |
/s/
Fran Wolf |
|
| |
Name: |
Fran Wolf |
|
| |
Title: |
Vice President |
|
| |
|
|
| Pearl Holdings
Acquisition Corp |
|
| |
|
| By: |
/s/
Craig E. Barnett |
|
| |
Name: |
Craig E. Barnett |
|
| |
Title: |
Chief Executive Officer |
|
[Signature
Page to Amendment to the Investment Management Trust Agreement]
Pearl Holdings Acquisition (NASDAQ:PRLHU)
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Pearl Holdings Acquisition (NASDAQ:PRLHU)
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