Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Pearl Holdings Sponsor LLC	2. Issuer Name and Ticker or Trading Symbol Pearl Holdings Acquisition Corp [ PRLH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 767 THIRD AVENUE, 11TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 1/13/2022
(Street) NEW YORK, NY 10017 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	1/13/2022		J (2)			31250	(1)	(1)	Class A Ordinary Shares	31250	(1)	5000000	D

Explanation of Responses:
(1)	As described in the issuer's registration statement on Form S-1 (File No. 333-261319) under the heading "Description of Securities-Founder Shares", Class B ordinary shares, par value $0.0001 ("Class B Ordinary Shares"), of the issuer will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
(2)	On December 20, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 2,500,000 units from the issuer and forfeited the remainder of the option. Because the underwriters did not fully exercise the over-allotment option, Pearl Holdings Sponsor LLC (the "Sponsor") forfeited 31,250 Class B Ordinary Shares for no consideration.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pearl Holdings Sponsor LLC 767 THIRD AVENUE, 11TH FLOOR NEW YORK, NY 10017		X

Signatures
/s/ Craig E. Barnett		1/18/2022
**Signature of Reporting Person		Date