White Pearl Acquisition Corp.

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes forward-looking statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. As a blank check company, we are not entitled to rely on the safe harbor for forward-looking statements under Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Prospectus. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

For the six months ended June 30, 2026, we had net income of $1,295,333, which consists of interest income from investments held in Trust Account of $1,650,698 and interest income from bank of $20,216, partially offset by operation loss of $375,581 derived from operating costs.

Current wording

For the three months ended September 30, 2026, we had net income of $635,380, which consists of interest income from investments held in Trust Account of $1,065,882 and interest income from bank of $12,604, partially offset by operating loss of $443,106 derived from operating costs. For the three months ended September 30, 2025, we had net loss of $38,320, all of which consisted of formation and operating expenses.

Previous wording

For the three months ended June 30, 2026, we had net income of $747,372, which consists of interest income from investments held in Trust Account of $1,023,466 and interest income from bank of $15,672, partially offset by operation loss of $291,766 derived from operating costs. For the period from June 27, 2025 (inception) through June 30, 2025, we had net loss of $3,601, all of which consisted of formation and operating expenses.

Current wording

For the nine months ended September 30, 2026, we had net income of $1,930,713, which consists of interest income from investments held in Trust Account of $2,716,580 and interest income from bank of $32,820, partially offset by operating loss of $818,687 derived from operating costs. For the period from June 27, 2025 (inception) through September 30, 2025, we had net loss of $41,921, all of which consisted of formation and operating expenses.

Previous wording

Our liquidity needs prior to completion of the IPO have been satisfied through receipt of $25,000 from the sale of the founder shares to our sponsor and up to $350,000 in loans from our sponsor under an unsecured promissory note. Post the completion of the IPO, our working capital needs have been satisfied by proceeds from the IPO and the Private Replacement that were not required to be deposited into the Trust Account. As of June 30, 2026 and December 31, 2025, we had borrowed $170,551 and $139,726 under the promissory note with our sponsor. As of June 30, 2026, the Sponsor has not demanded repayment.

Current wording

Our liquidity needs prior to completion of the IPO have been satisfied through receipt of $25,000 from the sale of the founder shares to our sponsor and up to $350,000 in loans from our sponsor under an unsecured promissory note. Post the completion of the IPO, our working capital needs have been satisfied by proceeds from the IPO and the Private Placement that were not required to be deposited into the Trust Account. As of September 30, 2026 and December 31, 2025, we had borrowed $170,551 and $139,726 under the promissory note with our sponsor. As of September 30, 2026, the Sponsor has not demanded repayment.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $566,294. Net income of $1,295,333 was impacted by interest earned on investments held in the Trust Account of $1,650,698. Changes in operating assets and liabilities used $210,929 of cash for operating activities.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $735,190. Net income of $1,930,713 was impacted by interest earned on investments held in the Trust Account of $2,716,580. Changes in operating assets and liabilities provided $50,677 of cash for operating activities.

Previous wording

For the six months ended June 30, 2026, net cash used in investing activities was $115,000,000 relating to investments of cash from the proceeds of the IPO.

Current wording

For the nine months ended September 30, 2026, net cash used in investing activities was $115,000,000 relating to investments of cash from the proceeds of the IPO.

Previous wording

For the six months ended June 30, 2026, net cash provided by financing activities was $117,160,280, which consisted of $115,000,000 from the proceeds of the IPO, $2,900,000 in proceeds from the sale of Private Placement Units, and $30,825 in proceeds from promissory note – related party, partially offset by $431,250 paid for underwriting commissions and $339,295 paid for offering costs.

Current wording

For the nine months ended September 30, 2026, net cash provided by financing activities was $117,160,280, which consisted of $115,000,000 from the proceeds of the IPO, $2,900,000 in proceeds from the sale of Private Placement Units, and $30,825 in proceeds from promissory note – related party, partially offset by $431,250 paid for underwriting commissions and $339,295 paid for offering costs.

Previous wording

As of June 30, 2026, we had investments held in the Trust Account of $116,650,698 (including approximately $1,650,698 of interest income) consisting of money market funds that invest in U.S. government securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had investments held in the Trust Account of $117,716,580 (including approximately $2,716,580 of interest income) consisting of money market funds that invest in U.S. government securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, we had cash of $1,593,986. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2026, we had cash of $1,425,090. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loan”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our sponsor. As of June 30, 2026, there was no Working Capital Loans outstanding.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loan”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,150,000 of such Working Capital Loan may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our sponsor. As of September 30, 2026, there was no Working Capital Loan outstanding.

Previous wording

We have incurred and expect to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Current wording

We have incurred and expect to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Previous wording

The Company initially has until August 3, 2027 to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will wind up, dissolve and liquidate pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the completion window, and there is no assurance that the Company’s plans to consummate a business combination will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments to the carrying amounts of assets or liabilities that might result from the outcome of this uncertainty, should the Company be required to liquidate after August 3, 2027 (assuming no extensions). The management’s plan in addressing this uncertainty is through the Working Capital Loans.

Current wording

The Company initially has until August 3, 2027 to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will wind up, dissolve and liquidate pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the completion window, and there is no assurance that the Company’s plans to consummate a business combination will be successful. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management believes that it would be prudent to include in its disclosure language about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments to the carrying amounts of assets or liabilities that might result from the outcome of this uncertainty, should the Company be required to liquidate after August 3, 2027 (assuming no extensions). The management’s plan in addressing this uncertainty is through the Working Capital Loan.

Previous wording

We prepare our unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of unaudited condensed financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We did not identify any critical accounting estimates.

Current wording

We prepare our unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of unaudited condensed financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We did not identify any critical accounting policies and estimates.