Pearl Holdings Acquisition (PRLH) Form 3 Pearl Holdings Acquisition / NATHANIEL H. AUGUST ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

2 SOUND VIEW DRIVE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2023

3. Issuer Name and Ticker or Trading Symbol
Pearl Holdings Acquisition Corp [ PRLH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	250,000	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

2 SOUND VIEW DRIVE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

2 SOUND VIEW DRIVE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. These shares of the Issuer's Class A Ordinary Shares are held directly by the Mangrove Partners Master Fund, Ltd. (the "Master Fund"). Mangrove Partners serves as the investment manager of the Master Fund, and Nathaniel H. August is the principal of Mangrove Partners. In such capacities, each of Mangrove Partners and Mr. August (each, a "Reporting Person") may be deemed to beneficially own the securities reported herein, and each disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Mangrove Partners, By: Nathaniel H. August, Director	12/20/2023
	/s/ Nathaniel H. August	12/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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