Business Context and Reporting Period
This Form 8-K reports the Initial Public Offering (IPO) and related transactions for White Pearl Acquisition Corp., a British Virgin Islands-based special purpose acquisition company (SPAC). The report covers events occurring between January 30, 2026 (SEC effectiveness date) and February 3, 2026 (IPO consummation date).
Key Financial Metrics
- IPO Gross Proceeds: $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit (including full over-allotment exercise).
- Private Placement Proceeds: $2,900,000 from the sale of 290,000 Private Units to the Sponsor at $10.00 per Unit.
- Total Capital Raised: $117,900,000.
- Trust Account Balance: $115,000,000 deposited as of February 3, 2026.
- Revenue/Profit/Cash Flow: Not applicable; the filing does not provide operating revenue, profit, or cash flow metrics as the company is a pre-business combination SPAC.
- Debt/Liquidity: No debt is mentioned. Liquidity is represented by the $115,000,000 held in the trust account.
Material Changes
The filing details the transition from a private entity to a public company. Key changes include:
- Securities registered on the New York Stock Exchange (NYSE) under symbols WPACU (Units), WPAC (Class A Ordinary Shares), and WPACR (Rights).
- Execution of definitive agreements including Underwriting, Rights, Trust, and Registration Rights agreements.
- Filing of an Amended and Restated Memorandum and Articles of Association.
Outlook, Risks, and Unusual Items
- Management Commentary: The Company has consummated its IPO and established a trust account to fund a future initial business combination.
- Restrictions: The Sponsor (White Pearl Group Limited) agreed not to transfer Private Units until the completion of the initial business combination, with limited exceptions.
- Future Filings: An audited balance sheet reflecting the IPO proceeds is scheduled to be filed within four business days of consummation.
- Risks: Standard SPAC risks apply, including the requirement to complete a business combination within a specified timeframe to avoid liquidation (specific timeframe not detailed in this excerpt).
Investor Verification Checklist
- Verify the final audited balance sheet to confirm the exact cash balance and any underwriting discounts or offering expenses deducted from the trust.
- Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting fees and the over-allotment option terms.
- Confirm the specific deadline for completing the initial business combination as outlined in the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1).
- Monitor the status of the $115,000,000 trust account to ensure funds are properly segregated for public shareholders.