SEC Comment Letter 0000000000-24-012128 to Pearl Holdings Acquisition Corp (PRLH, PRLHU, PRLHW) (CIK 0001856161)
Pearl Holdings Acquisition Corp (PRLH, PRLHU, PRLHW) (CIK 0001856161)
Date: Oct. 31, 2024 · CIK: 0001856161 · Accession: 0000000000-24-012128
AI Filing Summary & Sentiment
File numbers found in text: 001-41165
Letter
October 31, 2024 Craig E. Barnett Chief Executive Officer Pearl Holdings Acquisition Corp 767 Third Avenue, 11th Floor New York, New York 10017 Re:Pearl Holdings Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed October 29, 2024 File No. 001-41165 Dear Craig E. Barnett: We have reviewed your filing and have the following comment. 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. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 15 We note that you are seeking to extend your termination date to December 17, 2025, a date which is 48 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state clearly that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on December 14, 2024. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no 1.
October 31, 2024 Page 2 longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” 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 Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:P. Michelle Gasaway, Esq.
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October 31, 2024
Craig E. Barnett
Chief Executive Officer
Pearl Holdings Acquisition Corp
767 Third Avenue, 11th Floor
New York, New York 10017
Re:Pearl Holdings Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed October 29, 2024
File No. 001-41165
Dear Craig E. Barnett:
We have reviewed your filing and have the following comment.
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.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 15
We note that you are seeking to extend your termination date to December 17, 2025, a
date which is 48 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state clearly
that your securities will face immediate suspension and delisting action once you
receive a delisting determination letter from Nasdaq after the 36-month window ends
on December 14, 2024. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no 1.
October 31, 2024
Page 2
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.”
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 Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:P. Michelle Gasaway, Esq.