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May 14, 2024
Martin Lewis
Chief Financial Officer
Pearl Holdings Acquisition Corp
767 Third Avenue, 11th Floor
New York, NY 10017
Re:Pearl Holdings Acquisition Corp
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41165
Dear Martin Lewis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Item 9A. Controls and Procedures , page 56
1.We note your disclosure that your Chief Executive Officer and Chief Financial Officer
carried out an evaluation of the effectiveness of the design and operation of your
disclosure controls and procedures as of December 31, 2022.  Please note that your
conclusions should be disclosed as of December 31, 2023, which is the end of the period
covered by this report.  Please amend your Form 10-K for the fiscal year ended December
31, 2023 to correct this apparent discrepancy.  Refer to Item 307 of Regulation S-K.
General
2.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as

 FirstName LastNameMartin Lewis
 Comapany NamePearl Holdings Acquisition Corp
 May 14, 2024 Page 2
 FirstName LastName
Martin Lewis
Pearl Holdings Acquisition Corp
May 14, 2024
Page 2
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction