White Pearl SPAC Targets $100M-$600M FinTech Deals, Warns of High Dilution

TL;DR

**Avoid WPAC-UN; the massive dilution and inherent conflicts of interest make this SPAC a high-risk gamble for public shareholders.**

AI Summary

White Pearl Acquisition Corp. (WPAC-UN) filed an S-1/A to offer 5,000,000 units at $10.00 each, aiming to raise $50,000,000 for an initial business combination. The SPAC intends to target companies in FinTech, InfoTech, and business services with enterprise values between $100,000,000 and $600,000,000. 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 sponsor, White Pearl Group Limited, purchased 1,916,667 Class B ordinary shares for $25,000 and will acquire an additional 284,375 private placement units for $2,843,750. Public shareholders face significant dilution, ranging from 42.2% with 25% redemptions to 94.9% with 100% redemptions, assuming no over-allotment exercise. The company has 18 months from the offering's close to complete a business combination, or it will redeem public shares at their trust value. Potential conflicts of interest exist due to the sponsor's low cost basis in founder shares and ongoing participation in other SPACs.

Why It Matters

This S-1/A filing is crucial for investors as it details the structure and significant dilution risks of White Pearl Acquisition Corp.'s $50 million IPO. The substantial dilution, potentially up to 94.9% for public shareholders, highlights the inherent risks in SPACs where sponsor shares are acquired at a nominal cost. For employees and customers of potential target companies, this signals a new avenue for public listing, particularly in the competitive FinTech and InfoTech sectors. The broader market will watch to see if WPAC-UN can successfully identify and merge with a high-growth target within its 18-month window, impacting investor sentiment towards SPACs in these industries.

Risk Assessment

Risk Level: high — The risk level is high due to the significant potential dilution for public shareholders, ranging from 42.2% to 94.9% depending on redemption levels, as detailed in the pro forma net tangible book value table. Additionally, the sponsor, White Pearl Group Limited, acquired 1,916,667 Class B ordinary shares for only $25,000, creating a substantial incentive for them to complete a business combination even if it's unprofitable for public shareholders, as explicitly stated in the filing.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the significant dilution and conflict of interest disclosures before considering an investment in WPAC-UN. Given the high dilution risk and the sponsor's low cost basis, it would be prudent to wait for a definitive business combination announcement and a detailed valuation before committing capital.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $50,000,000 — Proposed Public Offering Size (Total capital to be raised from 5,000,000 units at $10.00 each)
• $10.00 — Offering Price Per Unit (Price for each unit consisting of one Class A ordinary share and one right)
• 18 months — Time to Complete Business Combination (Deadline from closing of the offering for the SPAC to find a target)
• $100,000,000 — Minimum Target Enterprise Value (Lower bound for the enterprise value of prospective target businesses)
• $600,000,000 — Maximum Target Enterprise Value (Upper bound for the enterprise value of prospective target businesses)
• 1,916,667 — Founder Shares Held by Sponsor (Class B ordinary shares purchased by White Pearl Group Limited for $25,000)
• $25,000 — Sponsor's Cost for Founder Shares (Amount paid by White Pearl Group Limited for 1,916,667 Class B ordinary shares)
• 94.9% — Maximum Dilution to Public Shareholders (Dilution percentage with 100% redemptions, assuming no over-allotment option exercised)
• $10,000 — Monthly Reimbursement to Sponsor (Amount paid for office space, utilities, and administrative support)
• $1,150,000 — Maximum Convertible Working Capital Loans (Amount of working capital loans from sponsor convertible into private placement units)

Key Players & Entities

• White Pearl Acquisition Corp. (company) — Registrant and SPAC offering units
• White Pearl Group Limited (company) — Sponsor of White Pearl Acquisition Corp.
• Giovanni Caruso (person) — Counsel at Loeb & Loeb LLP
• Jane K. P. Tam (person) — Counsel at Loeb & Loeb LLP
• Ying Li, Esq. (person) — Counsel at Hunter Taubman Fischer & Li LLC
• Sally Yin, Esq. (person) — Counsel at Hunter Taubman Fischer & Li LLC
• Cogency Global Inc. (company) — Agent for service
• Continental Stock Transfer & Trust Company (company) — Trust agreement party
• Nasdaq (regulator) — Exchange where securities will be listed
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing

FAQ

Risk Factors

• Dilution from Sponsor Shares and Private Placements [high — financial]: Public shareholders face significant dilution, with potential dilution ranging from 42.2% (25% redemptions) to 94.9% (100% redemptions) of the post-combination company's equity, assuming no over-allotment. The sponsor's initial purchase of 1,916,667 founder shares for $25,000 and the acquisition of 284,375 private placement units for $2,843,750 at $10.00 each represent a low cost basis relative to the public offering price.
• Limited Time to Complete Business Combination [high — operational]: The SPAC has a strict 18-month deadline from the closing of the offering to complete an initial business combination. Failure to do so will result in the redemption of all public shares at their trust value, potentially leading to a complete loss of investment for public shareholders if no suitable target is found.
• Dependence on Trust Account for Redemptions [medium — financial]: The trust account, funded by the IPO proceeds, is the primary source for redemptions. If redemptions are high (approaching 100%), the remaining capital may be insufficient to complete a business combination with a target enterprise value between $100,000,000 and $600,000,000.
• Potential Conflicts of Interest with Sponsor [medium — legal]: The sponsor, White Pearl Group Limited, has a vested interest in completing a business combination due to its low cost basis in founder shares and its participation in other SPACs. This could create potential conflicts of interest when evaluating potential targets or negotiating transaction terms.
• Target Industry Focus and Valuation Range [low — operational]: The target industries (FinTech, InfoTech, business services) are competitive. The enterprise value range of $100,000,000 to $600,000,000 may limit the pool of suitable acquisition targets, especially for larger, more established companies.
• Working Capital Loan Conversion Risk [medium — financial]: The sponsor may provide working capital loans up to $1,150,000, which are convertible into private placement units. This conversion could further dilute public shareholders if the loans are drawn and converted.
• SPAC Regulatory Scrutiny [medium — regulatory]: SPACs are subject to evolving regulatory scrutiny. Changes in regulations or enforcement actions could impact the ability to complete a business combination or the valuation of the target company.

Industry Context

White Pearl Acquisition Corp. intends to target companies within the FinTech, InfoTech, and business services sectors. These industries are characterized by rapid innovation, significant growth potential, and increasing demand for technology-driven solutions. The competitive landscape is dynamic, with established players and emerging startups vying for market share, often driven by venture capital funding and M&A activity.

Regulatory Implications

As a SPAC, White Pearl Acquisition Corp. is subject to SEC regulations governing IPOs and business combinations. Evolving rules around SPACs, disclosures, and potential conflicts of interest could impact the offering and the subsequent merger process. Compliance with BVI business company laws is also a factor.

What Investors Should Do

1. Carefully assess dilution risk.
2. Evaluate the 18-month timeline.
3. Understand the target industry focus.
4. Review sponsor's track record and potential conflicts.

Key Dates

• 2025-12-04: Filing of S-1/A Amendment No. 2 — Indicates progress in the IPO registration process, providing updated information to potential investors.
• 2025-XX-XX: Proposed IPO Closing Date — Marks the commencement of the 18-month countdown for the SPAC to complete a business combination.
• 2027-XX-XX: Deadline for Business Combination — If no business combination is completed by this date, public shares will be redeemed, and the SPAC will liquidate.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that raises capital through an IPO to acquire an existing company. (White Pearl Acquisition Corp. is a SPAC seeking to acquire a target business.)

Units

Securities offered in the IPO, each consisting of one Class A ordinary share and one right. (The primary investment vehicle for public shareholders in this offering.)

Rights

Entitle the holder to receive one-fifth (1/5) of a Class A ordinary share upon consummation of a business combination. (These rights represent potential future equity dilution for public shareholders.)

Founder Shares

Class B ordinary shares held by the sponsor, typically purchased at a nominal cost and convertible into Class A shares. (These shares represent a significant portion of the sponsor's stake and are a source of potential dilution.)

Private Placement Units

Units purchased by the sponsor concurrently with the IPO, identical to public units but with certain transfer restrictions. (These units are part of the sponsor's investment and contribute to dilution.)

Redemption Rights

The right of public shareholders to redeem their shares for cash at the trust account value if a business combination is not completed or if they choose not to participate in the combination. (A key feature for public shareholders, providing an exit mechanism but also impacting the capital available for a business combination.)

Trust Account

An account holding the proceeds from the IPO, used to fund redemptions and the business combination. (The primary source of funds for public shareholders' redemptions and the SPAC's acquisition.)

Business Combination

The acquisition or merger of the SPAC with a target company. (The ultimate goal of the SPAC; failure to achieve this within the timeframe leads to liquidation.)

Year-Over-Year Comparison

As this is an S-1/A filing for an initial public offering, there is no prior year filing to compare against. The document details the proposed structure, offering terms, and target business strategy of White Pearl Acquisition Corp. Key metrics such as revenue, net income, and margins are not applicable at this pre-IPO stage. The filing primarily outlines the risks associated with SPACs and the specific structure of this offering, including dilution and the timeline for a business combination.

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

• ea0268363-s1a2_white.htm (S-1/A) — 2404KB
• ea026836301ex23-1_white.htm (EX-23.1) — 4KB
• fin_001.jpg (GRAPHIC) — 41KB
• fin_002.jpg (GRAPHIC) — 33KB
• ex23-1_001.jpg (GRAPHIC) — 30KB
• ex23-1_002.jpg (GRAPHIC) — 15KB
• 0001213900-25-118098.txt ( ) — 4240KB
• wptg-20251204.xsd (EX-101.SCH) — 10KB
• wptg-20251204_def.xml (EX-101.DEF) — 15KB
• wptg-20251204_lab.xml (EX-101.LAB) — 108KB
• wptg-20251204_pre.xml (EX-101.PRE) — 57KB
• ea0268363-s1a2_white_htm.xml (XML) — 325KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on December 4, 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. 2 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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