10-K/A
 10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 2)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM [ ] TO [ ]

 COMMISSION FILE NUMBER 001-41165

 PEARL HOLDINGS ACQUISITION CORP

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 98-1593935

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification Number)

 767 Third Avenue, 11 th Floor

 New York, NY

 10017

 (Address of principal executive offices)

 (Zip Code)

 (212) 457-1540

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

 PRLHU

 The Nasdaq Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share

 PRLH

 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

 PRLHW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule12b-2of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered accounting firm that prepared or issued its audit report.

 If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Act). Yes No

 The aggregate market value of the Registrant's Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, computed as of June 30, 2023 (the last business day of the Registrant's most recently completed second fiscal quarter) was $211,000,000.

 As of April 21, 2024, there were 7,167,692 of the Registrant's Class A ordinary shares and one of the Registrant's Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 EXPLANATORY NOTE

 This Amendment No. 2 on Form 10-K/A (this "Amendment No. 2") to the Annual Report on Form 10-K of Pearl Holdings Acquisition Corp (the "Company",
 "we", "us" or "our") for the fiscal year ended December 31, 2023, originally filed with the U.S. Securities and Exchange Commission (the "SEC")
 on April 16, 2024 (the "Original 10-K"), as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on May 24, 2024 (the "Amendment No. 1") is being filed solely for the purpose of filing revised versions of Exhibits 31.1, 31.2, 32.1 and
 32.2 filed with Amendment No. 1.

 This Amendment No. 2 contains only the cover page, this explanatory note, the exhibit list, a signature
 page and the revised certifications.

 Other than as expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information in the
 Original 10-K or Amendment No. 1 or reflect any events that have occurred after the Original 10-K or the Amendment No. 1 was filed. Information not affected by this Amendment No. 2 remains unchanged and reflects the disclosures made at the time as of which the Original
 10-K or the Amendment No. 1 was filed. This Amendment No. 2 should be read together with the Original 10-K, Amendment No. 1 and the Company's other filings with the SEC.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Exhibit

 Description

 31.1*

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 *

 Filed herewith

 **

 Furnished herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
 this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 June 10, 2024

 Pearl Holdings Acquisition Corp

 By:

 /s/ Martin Lewis

 Name:

 Martin Lewis

 Title:

 Chief Financial Officer