---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-24-001187"
form_type: "8-K"
ticker: null
cik: "0001856161"
company_name: "Pearl Holdings Acquisition Corp"
filed_at: "2024-02-28T23:59:59+00:00"
generated_at: "2026-06-05T09:33:56.972368+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Pearl Holdings enters subscription agreement for up to $500K working capital from Polar

## Summary
- Polar Multi-Strategy Master Fund commits up to $500,000; initial $250,000 call due within 5 business days.
- Pearl will issue one Class A share per dollar funded at De-SPAC closing; repayment in cash or 1 share per $10.
- Sponsor and SPAC jointly liable; default triggers penalty shares of 0.1 per dollar per month.
- Discussions underway with additional investors to raise up to $1.5 million total.
- Agreement includes registration rights; liquidation proceeds (outside trust) go to Polar if no deal.

## SEC filing metadata
- accession: 0001829126-24-001187
- form_type: 8-K
- cik: 0001856161
- company_name: Pearl Holdings Acquisition Corp
- filed_at: 2024-02-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1856161/000182912624001187/0001829126-24-001187-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1856161/000182912624001187/pearlholdings_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-24-001187
- JSON: https://secwatch.observer/filing/0001829126-24-001187.json
- Plain text: https://secwatch.observer/filing/0001829126-24-001187.txt

## Key facts
- Debt Financings
  Pearl Holdings Acquisition Corp incurred debt of up to $500,000 with Polar Multi-Strategy Master Fund maturing upon a De-SPAC Closing.
  - Principal: up to $500,000
  - Counterparty: Polar Multi-Strategy Master Fund
  - Maturity: upon a De-SPAC Closing
  - Event: incurrence
  source text: On February 22, 2024, Pearl Holdings Acquisition Corp (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Pearl Holdings Sponsor LLC (“Sponsor”) and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which, and on the terms and subject to the conditions of which, Polar agreed to contribute up to $500,000 in cash to the Company (the “Capital Contribution”) to cover working capital expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856161/000182912624001187/0001829126-24-001187-index.htm
- Material Agreements
  Pearl Holdings Acquisition Corp entered into Subscription Agreement with Pearl Holdings Sponsor LLC and Polar Multi-Strategy Master Fund valued at up to $500,000 (effective 2024-02-22).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Pearl Holdings Sponsor LLC and Polar Multi-Strategy Master Fund
  - Value: up to $500,000
  - Effective: 2024-02-22
  source text: On February 22, 2024, Pearl Holdings Acquisition Corp (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Pearl Holdings Sponsor LLC (“Sponsor”) and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which, and on the terms and subject to the conditions of which, Polar agreed to contribute up to $500,000 in cash to the Company (the “Capital Contribution”) to cover working capital expenses.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856161/000182912624001187/0001829126-24-001187-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.