White Pearl Acquisition

This filing is material as it provides the complete final prospectus for a pre-IPO SPAC. There are no imminent redemption deadlines, deal extensions, or business combination announcements. The document is important for investors evaluating the SPAC's initial terms, including the structure of the offering (units consisting of one share and one right), the sponsor's low-cost founder shares ($0.015 per share before the offering but after repurchase), and explicit risk factors regarding its focus on FinTech, InfoTech, and business services sectors, and the significant legal, regulatory, and operational risks associated with targeting a company in the People's Republic of China (PRC), including those related to variable interest entity (VIE) structures and PRC government oversight.

Investors evaluating WPAC must consider the IPO terms, redemption mechanics, dilution from founder shares and private placement, sponsor conflicts (management tied to a prior SPAC that combined with Bitdeer Technologies), and heightened risks due to China/Hong Kong ties. The filing provides the first detailed look at the SPAC's structure, management, and investment parameters.

Establishes the IPO terms, trust size ($50M), sponsor structure, redemption rights, 24-month deadline, and extensive risk disclosures related to China-based operations and regulatory uncertainties.

For a SPAC in the SEARCHING phase, this filing establishes the baseline terms for investors: redemption rights at trust value ($10.14/share) upon deal or liquidation, a 24-month deadline with no built-in extension, sponsor carry of 20% of post-IPO shares, and a dilution table showing up to 91.9% dilution at maximum redemptions. The filing also contains extensive risk warnings about doing business in/with China (PRC regulatory risks, VIE structures, HFCAA/PCAOB issues) and potential conflicts of interest with the sponsor who also sponsors another SPAC (Best SPAC I Acquisition Corp). The going concern disclosure and working capital deficit highlight the need for the offering to proceed.

What changed: A routine compliance exhibit consisting of a Joint Filing Agreement executed pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, appended to a Schedule 13G. White Pearl Group Limited and Yun Chen formally established that White Pearl Group Limited will serve as the main and designated filer for the associated Schedule 13G on their collective behalf. Per the agreement, each reporting party independently assumes responsibility for the accuracy and completeness of its own disclosed information, while disclaiming liability for the other party’s data unless actually aware of inaccuracies. The document was executed by Naphat Sirimongkolkasem, acting as Director for White Pearl Group Limited, and by Yun Chen. Why it matters: Per the explicit terms of White Pearl Group Limited and Yun Chen, this filing carries no implications for WPAC’s SEARCHING status, shareholder redemption windows, trust account balance, potential extension mechanisms, target identification progress, or sponsor governance conduct. Beyond these parties establishing administrative joint-reporting protocols, the document contains zero substantive claims regarding commercial relationships, revenue benchmarks, industry valuations, corporate strategy, proprietary technology, alliance frameworks, pending litigation, or personnel deployments. As a purely procedural disclosure instrument, it does not alter the economic or timeline mechanics governing public shareholders.

What changed: Schedule 13G, a U.S. Securities and Exchange Commission beneficial ownership report filed by Karpus Management, Inc. The filing text identifies Karpus Management, Inc. as the reporting holder but discloses no share counts, percentage ownership, acquisition dates, purchase prices, or investment purpose. Because the excerpt omits all standard Schedule 13G quantitative and transactional data, it reports no alterations to WPAC’s $10.14 per share trust value, the 2027-08-03 liquidation deadline, extension mechanisms, merger or business combination progress, or sponsor conduct. Why it matters: Beneficial ownership reports can alert investors to institutional block accumulation, activist positioning, or voting alignment that affects governance or redemption dynamics. The submitted Schedule 13G contains no numerical thresholds, funding sources, or strategic declarations, so the document conveys no immediate pressure on trust liquidity, timeline adjustments, deal advancement, or sponsor accountability. Investors tracking capital structure or extension timelines should await amended filings that supply the missing percentages and acquisition dates.

What changed: A Power of Attorney attached to a Schedule 13G beneficial ownership report, executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, appointing eighteen named individuals as attorneys-in-fact to execute and deliver SEC filings under Rule 13f-1 or Regulation 13D-G for securities beneficially owned by the firms. First, this document is strictly administrative compliance paperwork and does not alter WPAC’s SEARCHING status, business combination deadline, trust value per share, or sponsor conduct. The only mechanical update is the formal renewal and list refresh of Goldman Sachs’ authorized signatories for periodic disclosure filings, which supersedes prior appointments dated July 29, 2024 and October 1, 2024 and remains effective until July 16, 2026. Second, the filing contains zero substantive claims regarding WPAC’s customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; all statements are limited to the corporate grant of signing authority, the right of unilateral revocation, New York governing law, and the execution date of July 16, 2025. Why it matters: Because it contains no transactional signals, redemption triggers, trust accounting notes, or sponsor directives, the filing holds no direct impact on investor decision-making regarding the SPAC’s lifecycle. It matters only as routine evidence that a major institutional holder maintains active, up-to-date compliance representation for its regulatory reporting duties, confirming standard institutional portfolio administration rather than activism, capital calls, or partnership development.

What changed: Quarterly Report on Form 10-Q. First quarterly filing since IPO; trust established at $115.6 million ($10.06 per share); $1.97 million cash outside trust; no target identified; going concern disclosure added. Why it matters: Confirms trust value is $10.14/share, above $10 threshold. SPAC has 15 months to deadline with no deal. Sponsor loan of $170,551 outstanding. Working capital of $1.91 million may be tight.

What changed: Schedule 13G joint filing agreement accompanying a beneficial ownership report. This document is Exhibit A, a Joint Filing Agreement executed under Exchange Act Rule 13d-1(k). The undersigned—six Harraden Circle partnership and general partner entities plus Frederick V. Fortmiller, Jr.—agreed to file the Schedule 13G and any future amendments collectively on behalf of each party. The text discloses no share quantities, ownership percentages, trust account movements, extension resolutions, target candidates, or sponsor conduct updates. Consequently, there are zero alterations to WPAC’s redemption calendar, per-share trust balance, merger vote schedule, or leadership actions. Why it matters: Although this exhibit contains no transactional or timing updates, it formally establishes the Harraden Circle fund structures and Mr. Fortmiller as a single coordinated reporting bloc. SEC filing conventions require this joint structure only when the parties collectively cross the 5% beneficial ownership threshold, though the filing text deliberately omits the underlying share count and percentage. Their aggregated position will dictate vote-weight calculations for any future shareholder action concerning a business combination or trust liquidation. Subsequent primary filings and Schedule 13G/A amendments will supply the exact numerator, denominator, and disclosure of whether the interests are passive or confer control. Until those numerical attachments surface, this instrument functions strictly as a procedural compliance wrapper rather than a driver of redemption pressure or deal acceleration.

What changed: a joint filing agreement (Exhibit 99) executed by Feis Equities LLC and Lawrence M. Feis for inclusion with a Schedule 13G/A. The agreement permits the two undersigned parties to collectively file the Schedule 13G/A dated February 26, 2026, concerning Class A ordinary shares of White Pearl Acquisition Corp. pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This procedural update does not alter redemption deadlines, trust value, extension timelines, business combination progress, or sponsor conduct. Why it matters: The document contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It serves exclusively as a routine SEC compliance mechanism to satisfy joint reporting obligations under Rule 13d-1(k). Consequently, it bears no material weight on the SPAC’s ongoing search phase, capital structure, trust retention, or shareholder rights.

What changed: Form 8-K Current Report accompanied by Exhibit 99.1 (a press release) announcing the separate trading of the Company’s Class A ordinary shares and rights. This filing does not modify the redemption calendar or trust balance. Instead, it confirms that, commencing February 24, 2026, holders of the Company’s units may elect to separate them into underlying Class A ordinary shares and rights. Per the attached press release, each unit comprises one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon consummation of an initial business combination. The separated components will list on the NYSE under symbols “WPAC” and “WPAC RT,” while unsplitted units continue as “WPAC U.” Holders must instruct their brokers to work with transfer agent Continental Stock Transfer & Trust Company to execute the split. The press release also clarifies that only whole rights will trade following separation, with no fractional rights issued. Chief Executive Officer and Chief Financial Officer Naphat Sirimongkolkasem signed the report. Why it matters: Separation of SPAC units into shares and rights is a standard structural milestone that typically follows shortly after a registration statement becomes effective (declared effective January 30, 2026, per the filing). It creates liquid, independently tradable components without touching the trust account, altering redemption thresholds, or signaling merger progress. The press release reiterates management’s strategic mandate to pursue targets in financial technology (FinTech), information technology (InfoTech), and business services, confirming the vehicle remains in its active search phase. For investors monitoring trust preservation, extension voting, or target due diligence, this administrative event is neutral. However, it does shift the trading mechanics for existing shareholders and establishes the distinct rights pricing environment that often precedes definitive merger announcements.

What changed: A Form 8-K Current Report announcing the consummation of the company’s initial public offering on February 3, 2026, and delivering an audited balance sheet dated that same day as Exhibit 99.1. Per Item 8.01 and Note 3, the company states it closed an IPO of 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000. According to the filing, a total of $115,000,000—combining net IPO proceeds and simultaneous private placement funds from sponsor White Pearl Group Limited—was deposited into a trust account administered by Continental Stock Transfer & Trust Company. As described in Note 1 and the balance sheet, the company has 18 months from the February 3, 2026 closing to complete an initial business combination, setting a hard deadline of August 3, 2027. The document details extension mechanics: shareholder approval may amend the charter to extend the period, potentially permitting two additional three-month extensions, though the sponsor is expressly not obligated to fund the trust for extensions. Note 4 further clarifies that the sponsor has agreed to waive repayment rights for any extension-related loans out of the trust account if a business combination fails. Liquidation redemptions are triggered if the company does not complete a combination within the completion window, with payouts calculated from the trust balance less up to $100,000 in interest for dissolution expenses. Why it matters: This 8-K establishes the definitive capital and timeline parameters for WPAC’s pre-combination phase. The $115,000,000 trust deposit fixes the baseline for per-share redemption valuations and sets the 80% fair-market-value acquisition threshold cited in Note 1. The filing confirms the company remains in a search phase: according to Note 1, management states it has not selected any target and has initiated no substantive discussions. Regarding sponsor conduct and alignment, the registrant discloses that White Pearl Group Limited acquired 3,833,333 founder shares through multiple tranches (priced between approximately $0.0065 and $0.017 per share), which are locked until six months post-combination or until the stock trades above $12.00 for 20 of 30 trading days. The sponsor also purchased 290,000 private placement units for $2,900,000, which carry no trust redemption rights and expire worthless without a combination. To protect public shareholders, the filing notes the sponsor’s indemnity commitment to cover third-party vendor or prospective-target claims that drain trust holdings below $10.00 per public share, though the company explicitly acknowledges it has not verified whether the sponsor holds sufficient non-company assets to satisfy that obligation. Underwriters received $431,250 in cash commissions and were issued 43,125 representative shares valued at $67,312, both subject to 180-day FINRA Rule 5110(e)(1) lock-ups. The audited balance sheet attached shows $2,156,745 in operating cash, $192,787 in current liabilities (including a $170,551 demand promissory note to the sponsor and $22,236 in other payables), and $1,974,463 in total shareholders’ equity. Management’s accounting section concludes that the mandatory liquidation risk raises substantial doubt about the company’s ability to continue as a going concern, and the auditor’s report independently echoes this conclusion without qualifying the financial position.

What changed: A routine compliance exhibit titled Joint Filing Agreement. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: Feis Equities LLC and Managing Member Lawrence M. Feis execute this document solely to jointly file a Schedule 13G dated February 4, 2026 under Rule 13d-1(k). Neither party asserts any amendments to the SPAC’s operational timeline, capital reserves, extension eligibility, business combination milestones, or sponsor fiduciary conduct. Why it matters: Regarding other material substance: The text contains no claims attributed to Feis Equities LLC or Lawrence M. Feis concerning customer bases, revenue streams, addressable markets, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or executive personnel. As a standard procedural filing confirming shared reporting liability under the 1934 Act, it carries no impact on the SPAC’s trust accounting, redemption framework, or acquisition timeline for investors.

What changed: 8-K Current Report reporting the pricing and closing of the Company's initial public offering (IPO) and related agreements. The Company consummated its IPO of 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000 deposited in trust, and concurrently completed a private placement of 290,000 units to the sponsor for $2,900,000. The Company also filed its Amended and Restated Memorandum and Articles of Association. Why it matters: This filing establishes the SPAC's trust account and capital structure. It sets the trust value at $10.00 per share (the user indicates $10.14, likely after interest accrual; the filing states $10.00 per unit trust deposit). The deadline to complete a business combination is 18 months from closing, or August 3, 2027. There are no new terms beyond what is standard for a SPAC IPO. Sponsor has agreed to lock-up and not seek redemption. The filing contains no indication of a target or definitive agreement.