White Pearl SPAC Targets FinTech, Faces High Dilution Risk

TL;DR

**Avoid WPAC-UN; the massive dilution risk and sponsor's low-cost basis make this a speculative bet with unfavorable terms for public investors.**

AI Summary

White Pearl Acquisition Corp. (WPAC-UN) filed an S-1/A on December 1, 2025, for an initial public offering of 5,000,000 units at $10.00 each, aiming to raise $50,000,000. Each unit comprises one Class A ordinary share and one right, with each right entitling the holder to one-fifth of a Class A ordinary share upon business combination. The SPAC intends to target FinTech, InfoTech, and business services sectors, seeking businesses with enterprise values between $100,000,000 and $600,000,000. The sponsor, White Pearl Group Limited, purchased 1,916,667 founder shares for $25,000 and will acquire an additional 284,375 private placement units for $2,843,750. Significant dilution risks exist for public shareholders, with pro forma net tangible book value per share dropping from $10.00 to $0.51 in a maximum redemption scenario without the over-allotment option. The company has 18 months from the offering's closing to complete a business combination, or it will liquidate public shares at their trust account value. Potential conflicts of interest are highlighted due to the sponsor's low cost basis in founder shares and ongoing compensation of $10,000 per month for administrative services.

Why It Matters

This S-1/A filing reveals White Pearl Acquisition Corp.'s intent to raise $50 million for a SPAC targeting FinTech and InfoTech, a competitive sector. Investors face substantial dilution risks, with pro forma net tangible book value per share potentially falling to $0.51 from the $10.00 offering price if all public shares are redeemed. The significant compensation and low cost basis for the sponsor, White Pearl Group Limited, create potential conflicts of interest, impacting the fairness of future business combinations for public shareholders. Employees and customers of potential target companies should note the 18-month deadline for a business combination, as failure could lead to liquidation and uncertainty.

Risk Assessment

Risk Level: high — The risk level is high due to the potential for significant dilution, with pro forma net tangible book value per share dropping by 94.9% to $0.51 in a maximum redemption scenario without the over-allotment option. Furthermore, the sponsor, White Pearl Group Limited, acquired 1,916,667 founder shares for only $25,000, creating a substantial incentive for them to complete any business combination, even if unprofitable for public shareholders, as detailed in the 'Compensation' section.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the substantial dilution risks and potential conflicts of interest before considering an investment in WPAC-UN. Given the high dilution potential and the sponsor's low cost basis, it would be prudent to wait for a definitive business combination announcement and assess its terms carefully, or consider other SPACs with more favorable structures.

Key Numbers

• $50.0M — Proposed Offering Size (Represents the total capital White Pearl Acquisition Corp. aims to raise in its IPO.)
• $10.00 — Unit Offering Price (The price at which each unit, consisting of one Class A ordinary share and one right, is offered to the public.)
• 18 months — Business Combination Deadline (The timeframe within which the SPAC must complete an initial business combination or face liquidation.)
• $25,000 — Founder Share Cost (The low amount paid by the sponsor for 1,916,667 Class B ordinary shares, highlighting potential conflict of interest.)
• $10,000 — Monthly Administrative Fee (Amount reimbursed to the sponsor for office space and support, commencing upon Nasdaq listing.)
• $0.51 — Max Redemption Net Tangible Book Value (The pro forma net tangible book value per share if 100% of public shares are redeemed, indicating significant dilution.)
• 94.9% — Max Redemption Dilution (The percentage of dilution to public shareholders in a maximum redemption scenario without the over-allotment option.)
• $1.15M — Convertible Working Capital Loans (Maximum amount of working capital loans from the sponsor convertible into private placement units at $10.00 each.)

Key Players & Entities

• White Pearl Acquisition Corp. (company) — Registrant for S-1/A filing
• White Pearl Group Limited (company) — Sponsor of White Pearl Acquisition Corp.
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• $50,000,000 (dollar_amount) — Proposed maximum offering price of securities
• $10.00 (dollar_amount) — Offering price per unit
• $100,000,000 (dollar_amount) — Minimum enterprise value for target businesses
• $600,000,000 (dollar_amount) — Maximum enterprise value for target businesses
• $25,000 (dollar_amount) — Consideration paid for 1,916,667 founder shares
• $2,843,750 (dollar_amount) — Aggregate purchase price for 284,375 private placement units
• $0.51 (dollar_amount) — Pro forma net tangible book value per share at maximum redemptions

FAQ

Risk Factors

• Dilution from Sponsor Shares and Private Placements [high — financial]: The sponsor purchased 1,916,667 founder shares for $25,000 and will purchase 284,375 private placement units for $2,843,750. This low cost basis for founder shares and the private placement units creates a significant potential for dilution for public shareholders, especially in scenarios with high redemptions.
• Maximum Redemption Dilution [high — financial]: In a maximum redemption scenario (without the over-allotment option), the pro forma net tangible book value per share drops from $10.00 to $0.51, representing a 94.9% dilution to public shareholders. This highlights the substantial risk of value erosion if many shareholders redeem their shares.
• Limited Time to Complete Business Combination [high — operational]: The SPAC has only 18 months from the closing of the offering to complete a business combination. Failure to do so will result in the liquidation of public shares at their trust account value, posing a risk of capital loss for investors if a suitable target is not found within the timeframe.
• Sponsor's Monthly Administrative Fee [medium — financial]: The sponsor will receive a $10,000 per month administrative fee for office space and support services, commencing upon Nasdaq listing. While seemingly small, this fee represents an ongoing cost that reduces the capital available for the business combination or for distribution to shareholders.
• Convertible Working Capital Loans [medium — financial]: The sponsor may provide up to $1.15 million in working capital loans, which are convertible into private placement units at $10.00 each. This mechanism could further dilute public shareholders if the loans are converted, especially if the SPAC's share price is below $10.00 at the time of conversion.
• Potential Conflicts of Interest [high — legal]: The sponsor's low cost basis in founder shares ($25,000 for 1,916,667 shares) and the potential for ongoing compensation create inherent conflicts of interest. The sponsor may prioritize transactions that benefit them personally over maximizing value for public shareholders.

Industry Context

White Pearl Acquisition Corp. intends to target businesses in the FinTech, InfoTech, and business services sectors. These sectors are characterized by rapid innovation, high growth potential, and increasing demand for digital solutions. The competitive landscape is dynamic, with established players and emerging startups vying for market share. Trends include the adoption of AI, cloud computing, and data analytics, driving efficiency and new service offerings.

Regulatory Implications

As a publicly traded entity, White Pearl Acquisition Corp. is subject to SEC regulations, including disclosure requirements under the Securities Act of 1933 and the Exchange Act of 1934. Compliance with listing standards on Nasdaq is also critical. The process of identifying and completing a business combination involves significant regulatory scrutiny to ensure fair dealing and prevent fraud.

What Investors Should Do

1. Carefully evaluate the dilution risks associated with founder shares, private placement units, and potential redemptions.
2. Assess the sponsor's alignment of interests and potential conflicts of interest.
3. Monitor the progress towards the 18-month business combination deadline.
4. Understand the mechanics of the rights and their conversion into shares.

Key Dates

• 2025-12-01: Filing of S-1/A — Indicates the company's intent to proceed with its initial public offering and provides detailed information about the proposed structure and terms.
• 2025-12-01: Proposed Offering Date — The date on which the IPO is expected to commence, marking the beginning of the company's public trading life.
• 2027-06-01: Business Combination Deadline (18 months post-IPO) — The critical deadline by which White Pearl Acquisition Corp. must complete a business combination or face liquidation, impacting investor timelines and potential returns.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an IPO for the purpose of acquiring an existing company. (White Pearl Acquisition Corp. is a SPAC, and its primary goal is to find and merge with a target company.)

Units

A security that combines multiple types of securities, typically a share and a warrant or right, offered together in an IPO. (The IPO offers units, each consisting of one Class A ordinary share and one right, which complicates the valuation and potential returns for investors.)

Rights

A security that gives the holder the option to purchase shares of the company's stock at a specified price, often upon the completion of a business combination for a SPAC. (Each right entitles the holder to 1/5 of a Class A ordinary share upon business combination, requiring holders to accumulate 10 rights to receive one full share.)

Founder Shares

Shares of Class B ordinary stock typically held by the SPAC's sponsor, often convertible into Class A ordinary shares upon a business combination. (The sponsor holds 1,916,667 founder shares purchased for $25,000, representing a significant low-cost basis and a potential source of dilution.)

Private Placement Units

Units purchased by the SPAC's sponsor or affiliated investors concurrently with the IPO, often on similar terms but with certain restrictions. (The sponsor will purchase 284,375 private placement units for $2,843,750, adding to the potential dilution for public shareholders.)

Redemption Rights

The right of public shareholders to sell their shares back to the SPAC at a specified price (usually the IPO price plus accrued interest) if they do not approve of the proposed business combination. (Public shareholders have redemption rights, which can lead to significant dilution if a large percentage of shares are redeemed, as indicated by the $0.51 net tangible book value per share in a max redemption scenario.)

Net Tangible Book Value

A measure of a company's book value that excludes intangible assets like goodwill and patents. (The pro forma net tangible book value per share of $0.51 in a maximum redemption scenario highlights the substantial dilution risk for public shareholders.)

Year-Over-Year Comparison

This is the initial S-1/A filing for White Pearl Acquisition Corp., therefore, there are no prior year financial metrics or risk factors to compare against. The filing establishes the company's proposed offering size of $50 million, unit price of $10.00, and a 18-month deadline for a business combination. Key risks identified include significant dilution from sponsor shares and private placements, and the potential for substantial value erosion in maximum redemption scenarios.

Key Financial Figures

• $50,000,000 — ED [ ], 2025 PRELIMINARY PROSPECTUS $50,000,000 White Pearl Acquisition Corp. 5,000
• $100,000,000 — ith a total enterprise value of between $100,000,000 and $600,000,000. At the time of prepar
• $600,000,000 — prise value of between $100,000,000 and $600,000,000. At the time of preparing this prospect
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one of our Class A ordi
• $100,000 — d thereon (less taxes payable and up to $100,000 of interest income to pay dissolution e
• $2,843,750 — unit for an aggregate purchase price of $2,843,750 (or $2,900,000 if the over-allotment op
• $2,900,000 — regate purchase price of $2,843,750 (or $2,900,000 if the over-allotment option is exercis
• $1,150,000 — makes any working capital loans, up to $1,150,000 of such loans may be converted into uni
• $25,000 — 1,666,667 Class B Ordinary shares (1) $25,000 $10,000 per month, commencing on the
• $10,000 — Class B Ordinary shares (1) $25,000 $10,000 per month, commencing on the first date
• $350,000 — lacement units (1) $2,843,750 Up to $350,000 Repayment of loans made to us by our

Filing Documents

• ea0267110-s1a1_white.htm (S-1/A) — 2498KB
• ea026711001ex1-1_white.htm (EX-1.1) — 216KB
• ea026711001ex3-2_white.htm (EX-3.2) — 284KB
• ea026711001ex4-1_white.htm (EX-4.1) — 23KB
• ea026711001ex4-3_white.htm (EX-4.3) — 20KB
• ea026711001ex4-4_white.htm (EX-4.4) — 53KB
• ea026711001ex5-1_white.htm (EX-5.1) — 61KB
• ea026711001ex5-2_white.htm (EX-5.2) — 8KB
• ea026711001ex10-2_white.htm (EX-10.2) — 52KB
• ea026711001ex10-3_white.htm (EX-10.3) — 111KB
• ea026711001ex10-4_white.htm (EX-10.4) — 129KB
• ea026711001ex10-5i_white.htm (EX-10.5I) — 10KB
• ea026711001ex10-6_white.htm (EX-10.6) — 51KB
• ea026711001ex23-1_white.htm (EX-23.1) — 4KB
• ea026711001ex-fee_white.htm (EX-FILING FEES) — 26KB
• fin_001.jpg (GRAPHIC) — 41KB
• fin_002.jpg (GRAPHIC) — 33KB
• ex3-2_001.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex5-2_001.jpg (GRAPHIC) — 7KB
• ex23-1_001.jpg (GRAPHIC) — 30KB
• ex23-1_002.jpg (GRAPHIC) — 15KB
• 0001213900-25-116428.txt ( ) — 5896KB
• wptg-20251201.xsd (EX-101.SCH) — 10KB
• wptg-20251201_def.xml (EX-101.DEF) — 15KB
• wptg-20251201_lab.xml (EX-101.LAB) — 108KB
• wptg-20251201_pre.xml (EX-101.PRE) — 57KB
• ea0267110-s1a1_white_htm.xml (XML) — 394KB
• ea026711001ex-fee_white_htm.xml (XML) — 12KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on December 1, 2025 under the Securities Act of 1933, as amended. Registration No. 333-290905 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 White Pearl Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 701, 7/Floor United Building 17-19 Jubilee Street Hong Kong Telephone : 852 9828 3397 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Cogency Global Inc. 122 East 42 nd Street, 18 th Floor New York, NY 10168 Telephone : +1 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Giovanni Caruso Jane K. P. Tam Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 Ying Li, Esq. Sally Yin, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 212-530-2206 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Rule 12b-2 of the Exchange Act. 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 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Acts of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 2025 PRELIMINARY PROSPECTUS $50,000,000 White Pearl Acquisition Corp. 5,000,000 Units White Pearl Acquisition Corp. is a blank check company incorporated as a BVI business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what 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 the coming years. We also intend to focus on prospective target businesses that have potential for revenue growth and/or operating margin expansion with recurring revenue and cash flow, and strong market positions within their industries. We will primarily seek to acquire one or more businesses with a total enterprise value of between $100,000,000 and $600,0

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