Mangrove Partners Im, Llc - Apr 16, 2024 Form 4 Insider Report for Pearl Holdings Acquisition Corp (PRLH)

Role: Former 10% Owner
Signature: /s/ Mangrove Partners IM, LLC, By: Nathaniel H. August, President
Stock symbol: PRLH
Transactions as of: Apr 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/6/2024, 05:29 PM
Previous filing: Dec 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PRLH	Class A Ordinary Shares						249K	Apr 16, 2024	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mangrove Partners Im, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.