Correspondence 0001829126-24-004048 from Pearl Holdings Acquisition Corp (PRLH, PRLHU, PRLHW) (CIK 0001856161)
Pearl Holdings Acquisition Corp (PRLH, PRLHU, PRLHW) (CIK 0001856161)
Date: June 10, 2024 · CIK: 0001856161 · Accession: 0001829126-24-004048
AI Filing Summary & Sentiment
File numbers found in text: 001-41165
Referenced dates: May 31, 2024
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 RE: Pearl Holdings Acquisition Corp Form 10-K for the year ended December 31, 2023 Form 10-K/A for the fiscal year ended December 31, 2023 File No. 001-41165
Dear Ladies and Gentlemen:
This letter sets forth the response of Pearl Holdings Acquisition Corp (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated May 31, 2024 (the “Comment Letter”), with respect to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 16, 2024 and the amendment on Form 10-K/A for the fiscal year ended December 31, 2023 filed with the Commission on May 24, 2024.
Below are the Company’s responses to the Comment Letter. For the Staff’s convenience, the headings and numbered comments in this letter correspond to those contained in the Comment Letter.
U.S. Securities and Exchange Commission
June 10, 2024
Page 2
Form 10-K/A for the year ended December 31, 2023
Exhibits
1. Staff’s Comment: We note the certifications provided in Exhibits 31 and 32 refer to Form 10-K rather than Form 10-K/A for the year ended December 31, 2023. In addition, we note that the certification provided in Exhibit 32.2 refers to the incorrect period. Please file an amendment to your Form 10-K for the year ended December 31, 2023 with corrected certifications.
Response: The Company acknowledges the Staff’s comment and advises that the Company filed a second amendment on Form 10-K/A on June 10, 2024, to address the comment by including corrected certifications.
Please contact me at (213) 687-5122 should you require further information.
Very truly yours,
/s/ P. Michelle Gasaway
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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.skadden.com
BOSTON
CHICAGO
HOUSTON
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
VIA EDGAR
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street,
NE
Washington, D.C. 20549
RE:
Pearl
Holdings Acquisition Corp
Form 10-K for the year ended December 31, 2023
Form
10-K/A for the fiscal year ended December 31, 2023
File No. 001-41165
Dear Ladies and Gentlemen:
This
letter sets forth the response of Pearl Holdings Acquisition Corp (the “Company”) to the comment of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter
dated May 31, 2024 (the “Comment Letter”), with respect to the above-referenced Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 filed with the Commission on April 16, 2024 and the amendment on Form 10-K/A for the fiscal year
ended December 31, 2023 filed with the Commission on May 24, 2024.
Below
are the Company’s responses to the Comment Letter. For the Staff’s convenience, the headings and numbered comments in this
letter correspond to those contained in the Comment Letter.
U.S. Securities and Exchange Commission
June 10, 2024
Page 2
Form
10-K/A for the year ended December 31, 2023
Exhibits
1. Staff’s Comment: We note the certifications provided in Exhibits 31 and 32 refer to
Form 10-K rather than Form 10-K/A for the year ended December 31, 2023. In addition, we note that the certification provided in Exhibit
32.2 refers to the incorrect period. Please file an amendment to your Form 10-K for the year ended December 31, 2023 with corrected certifications.
Response: The Company
acknowledges the Staff’s comment and advises that the Company filed a second amendment on Form 10-K/A on June 10, 2024, to address
the comment by including corrected certifications.
Please contact me at (213) 687-5122 should you require further information.
Very truly yours,
/s/ P. Michelle Gasaway
Via E-mail:
cc: Pearl Holdings Acquisition Corp
Martin Lewis
cc: Skadden, Arps, Slate, Meagher & Flom LLP
Laura Sunday