Pearl Holdings Acquisition (PRLH) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS IM, LLC

(Last) (First) (Middle)

2 SOUND VIEW DRIVE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares								249,158	I	See Footnote(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 IM, LLC ("Mangrove Partners") serves as the investment manager of the Master Fund and, in such capacity, may be deemed to beneficially own the securities reported herein. Mangrove Partners disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that Mangrove Partners is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

2. Effective March 14, 2024, Nathanial August and the other members of Mangrove Partners contributed their interests to a newly formed entity, Mangrove Holding, Inc., and then sold their equity in Mangrove Holding, Inc. to the Mangrove Retirement Savings Plan, which holds 100% of the outstanding equity of Mangrove Holding, Inc. As a result of these changes, Mr. August may no longer be deemed an indirect beneficial owner of the Class A Ordinary Shares held by the Master Fund and thus has been removed as a reporting person on this Form 4.

Remarks:

Since the most recent Form 4 filed by the Reporting Person for this Issuer on December 23, 2023, the Reporting Person changed its name from "Mangrove Partners" to "Mangrove Partners IM, LLC". On April 16, 2024, the Issuer disclosed in its annual report on Form 10-K that, as of April 16, 2024, there were 5,167,693 Class A Ordinary Shares outstanding. Accordingly, as of April 16, 2024, Mangrove Partners no longer may be deemed to beneficially own more than 10% of the Class A Ordinary Shares. Mangrove Partners is voluntarily filing this Form 4 to report that it is no longer subject to Section 16 of the Exchange Act with respect to the Class A Ordinary Shares and therefore will no longer report any such transactions on Form 4 or Form 5.

	/s/ Mangrove Partners IM, LLC, By: Nathaniel H. August, President	05/06/2024
	** 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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