White Pearl Acquisition Corp-A美股招股说明书(2026-01-30版)

White Pearl Acquisition Corp. is a blank check company incorporated as a BVI business company and incorporated for the purposeof effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation onwhat industry or geographic region our target operates in, it is our intention to pursue prospective targets that are in the financial technology(FinTech), information technology (InfoTech) and business services sectors, which we believe have an optimistic growth trajectory for thecomingyears. We also intend to focus on prospective target businesses that have potential for revenue growth and/or operating marginexpansion with recurring revenue and cash flow, and strong market positions within their industries. We will primarily seek to acquire oneor more businesses with a total enterprise value of between $150,000,000 and $600,000,000. At the time of preparing this prospectus, we donot have any specific business combination under consideration or contemplation, and we have not, nor has anyone on our behalf, contactedany prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. Our efforts to date arelimited to activities related to our formation and this offering. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one of our ClassAordinary shares and one right as described in more detail in this prospectus. Each right entitles the holder thereof to receive one-fifth (1/5)of one ClassA ordinary share upon consummation of our initial business combination, so you must hold rights in multiples of 5 in order toreceive shares for all of your rights upon closing of a business combination. We will not issue fractional shares in connection with anexchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with theapplicable provisions of British Virgin Islands law. We have also granted the underwriter a 45-day option to purchase up to 1,500,000additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or voteagainst, our initial business combination, all or a portion of their ClassA ordinary shares (up to an aggregate of 15% of the shares sold inthis offering for each shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined underSection 13 of the Securities Exchange Act of 1934, as amended), as described in more detail in this prospectus) upon the completion of ourinitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust accountdescribed below as of twobusiness days prior to the consummation of our initial business combination, including interest (which interestshall be net of taxes payable) divided by the number of then issued and outstanding ClassA ordinary shares that were sold as part of theunits in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein.See “Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination”and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination”for more information. We have until the date that is 18months from the closing of this offering or until such earlier date the Company’s liquidation maycommence, to consummate an initial business combination. If we are unable to complete our initial business combination within 18 monthsfrom the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income topay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to the limitations and on theconditions described herein. However, if we anticipate that we may be unable to consummate our initial business combination within such18-month period, we may seek shareholder approval at any time to amend our amended and restated memorandum and articles ofassociation, to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substanceor timing of our obligation to redeem 100% of our public shares or with respect to any other material provisions relating to shareholders’rights or pre-initial business combination activity) and the trust agreement entered into between us and Continental Stock Transfer