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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
February 19, 2026
Date of Report (Date of earliest event reported)
White Pearl Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands |
|
001-43092 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
244 Fifth Avenue
Suite #1835
New York, NY |
|
10001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +1 702 287 9776
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, with no par value, and one right to receive one-fifth of one Class A ordinary share |
|
WPAC U |
|
The New York Stock Exchange |
| Class A ordinary shares, with no par value |
|
WPAC |
|
The New York Stock Exchange |
| Rights |
|
WPAC RT |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 8.01. Other Events.
On February 19, 2026,
White Pearl Acquisition Corp. (the “Company”) announced that, on or about February 24, 2026, the holders of the Company’s
units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit
consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon the consummation of an initial
business combination. Any Units not separated will continue to trade on The New York Stock Exchange (“NYSE”) under the symbol
“WPAC U.” Any underlying Class A ordinary shares and rights that are separated will trade on The New York Stock Exchange under
the symbols “WPAC” and “WPAC RT” respectively. Holders of Units will need to have their brokers contact Continental
Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary
shares and rights.
A copy of the press release
issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 19, 2026
| |
White Pearl Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Naphat Sirimongkolkasem |
| |
Name: |
Naphat Sirimongkolkasem |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
White Pearl Acquisition
Corp.
Announces the Separate Trading of its Class A Ordinary Shares and Rights
Commencing February 24, 2026
New York, February
19, 2026 – White Pearl Acquisition Corp. (NYSE: WPAC U) (the “Company”) today announced that, commencing February
24, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class
A ordinary shares and rights included in the units.
No fractional rights
will be issued upon separation of the units and only whole rights will trade. The Class A ordinary shares and rights that are separated
will trade on The New York Stock Exchange under the symbols “WPAC” and “WPAC RT” respectively. Those units not
separated will continue to trade on The New York Stock Exchange under the symbol “WPAC U.” Holders of units will need to have
their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units
into Class A ordinary shares and rights.
A registration statement
on Form S-1 (File No. 333-290905) (the “Registration Statement”) relating to the securities sold in the initial public offering,
as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026. The offering
was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC at
590 Madison Avenue, 39th Floor, New York, NY 10022, by telephone at (212) 970-5150 or by email at info@dboralcapital.com or
by accessing the SEC’s website, www.sec.gov.
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About White Pearl
Acquisition Corp.
White Pearl Acquisition
Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses. White Pearl Acquisition Corp. intends to focus on businesses in the financial technology (FinTech), information
technology (InfoTech) and business service sectors.
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net
proceeds and search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used
as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial
public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this press release, except as required by law.
