Pelican Acquisition Corporation Issues Clarification Regarding Potential Application of Stock Repurchase Excise Tax

Rhea-AI Summary

Pelican Acquisition Corporation (NASDAQ: PELI) clarified on March 11, 2026 that it does not expect the 1% stock repurchase excise tax under Section 4501 to apply to public-shareholder redemptions tied to its proposed business combination with Greenland Exploration Limited and related parties.

The company says it is a Cayman Islands exempted company and therefore not a “covered corporation,” but warns future Treasury or IRS guidance could change the analysis, potentially with retroactive effect.

Positive

• Company does not expect 1% excise tax to apply to shareholder redemptions
• Affirmation that redemptions likely not reduced by excise tax for public shareholders

Negative

• Future Treasury or IRS guidance could change tax outcome, including retroactively
• Analysis relies on current guidance and interpretation, not a definitive ruling

Key Figures

Excise tax rate: 1% Registered shares: 35,172,375 shares Registered warrants: 1,500,000 warrants +5 more

8 metrics

Excise tax rate 1% Potential stock repurchase excise tax under Section 4501

Registered shares 35,172,375 shares PubCo common stock in S-4 registration

Registered warrants 1,500,000 warrants PubCo warrants in S-4 registration

March GL consideration 20,000,000 shares PubCo shares to March GL shareholders

Greenland consideration 1,500,000 shares PubCo shares to Greenland shareholders

Deal value $215,000,000 Total merger consideration at $10.00 per share

Reference share price $10.00 per share Valuation basis for merger consideration

Earn-in interest 70% Potential March GL interest in Jameson Land Basin

Market Reality Check

Price: $10.28 Vol: Volume 327,513 is about 1...

high vol

$10.28 Last Close

Volume Volume 327,513 is about 1.85x the 20-day average of 176,648 ahead of the vote. high

Technical Trading slightly above 200-day MA: price 10.28 vs MA(200) at 10.16.

Peers on Argus

While PELI traded flat at 0% change, several SPAC peers like PCSC and MAYA showe...

While PELI traded flat at 0% change, several SPAC peers like PCSC and MAYA showed modest gains, suggesting today’s clarification looks company-specific rather than part of a broad Blank Checks move.

Historical Context

2 past events · Latest: Feb 24 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Feb 24	S-4 effectiveness	Positive	-0.1%	SEC declared Form S-4 effective and set date for shareholder vote.
Feb 23	Logistics agreement	Positive	-0.2%	Announced Arctic logistics deal and detailed earn-in terms for basin.

Pattern Detected

Recent business combination milestones with Greenland/March GL were followed by slightly negative price reactions despite constructive deal progress.

Recent Company History

Over recent months Pelican focused on its proposed combination with Greenland Exploration and March GL to form Greenland Energy Company. Key steps included effectiveness of the Form S-4 on February 17, 2026 and scheduling a shareholder meeting for March 17, 2026. Additional logistics and Arctic support agreements aimed to advance exploration plans. Despite these milestones, shares showed small negative moves, highlighting a pattern where deal-related progress has not translated into immediate price strength. Today’s excise tax clarification fits into this broader de-SPAC execution narrative.

Market Pulse Summary

This announcement clarifies Pelican’s interpretation that the 1% stock repurchase excise tax under S...

Analysis

This announcement clarifies Pelican’s interpretation that the 1% stock repurchase excise tax under Section 4501 should not apply to redemptions tied to its Greenland business combination, so public shareholders electing redemption are not expected to see reduced cash. It follows earlier S-4 effectiveness and deal communications. Investors may track upcoming shareholder votes, redemption levels, and any new Treasury or IRS guidance, especially changes that could affect tax treatment or the transaction’s overall economics.

Key Terms

excise tax, internal revenue code, inflation reduction act of 2022, form s-4, +3 more

7 terms

excise tax financial

"clarification regarding the potential application of the 1% excise tax on certain stock repurchases"

An excise tax is a government charge levied on specific goods or activities—often applied per unit or as a percentage of price for items like fuel, tobacco, alcohol, or certain services—similar to a per-item toll added at the point of sale. It matters to investors because excise taxes raise costs for producers and consumers, can shrink profit margins or reduce demand, and therefore may affect a company’s revenues, pricing strategy and valuation.

internal revenue code regulatory

"under Section 4501 of the Internal Revenue Code of 1986, as amended"

The Internal Revenue Code is the U.S. federal law that sets the rules for calculating, collecting, and enforcing taxes — essentially the country's tax rulebook. It matters to investors because those rules determine how much companies and individuals actually keep after taxes, affecting profits, cash flow, dividend payouts, deal structures and the after-tax return on investments; changes in the Code can change financial outcomes and investment strategy much like a rule change in a game.

inflation reduction act of 2022 regulatory

"The excise tax was enacted as part of the Inflation Reduction Act of 2022."

A federal law that reshaped government funding, tax incentives and spending rules to lower certain consumer costs, support clean energy and change tax treatment for businesses. For investors it matters because it alters the financial incentives and costs across industries—like changing traffic signals on where capital flows—creating new opportunities for some companies, raising compliance or tax costs for others, and shifting long‑term sector profitability.

form s-4 regulatory

"Pelican Acquisition Corporation (NASDAQ: PELI) announced the SEC has declared effective its Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"The registration statement on Form S-4 relating to the Business Combination was declared effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"filed a Form 8-K describing a prospectus supplement for its planned business combination"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

pipe financing financial

"notes that a PIPE financing is sought but not yet committed."

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

AI-generated analysis. Not financial advice.

HOUSTON, March 11, 2026 (GLOBE NEWSWIRE) -- Pelican Acquisition Corporation (the “Company”), a Cayman Islands exempted company, today issued a clarification regarding the potential application of the 1% excise tax on certain stock repurchases under Section 4501 of the Internal Revenue Code of 1986, as amended. The excise tax was enacted as part of the Inflation Reduction Act of 2022.

As previously disclosed in the Company’s proxy statement relating to its proposed business combination with Greenland Exploration Limited, March GL Company and the other parties thereto (the “Business Combination”), the Company does not expect that the 1% excise tax will apply to redemptions of the Company’s ordinary shares in connection with the shareholder vote to approve the Business Combination.

The Company is incorporated as a Cayman Islands exempted company and, accordingly, is not a “covered corporation” within the meaning of Section 4501 of the Internal Revenue Code. Based on currently available guidance and applicable law, the Company therefore does not expect that the excise tax will apply to redemptions of the Company’s ordinary shares by public shareholders in connection with the extraordinary general meeting to approve the Business Combination.

As a result, the Company does not expect that any excise tax will reduce the amount of cash received by public shareholders who elect to redeem their shares in connection with the Business Combination.

The foregoing discussion is a summary only and reflects the Company’s current interpretation of applicable law and available guidance. Future regulations or other guidance issued by the U.S. Department of the Treasury or the Internal Revenue Service could potentially affect the application of the excise tax, including with retroactive effect.

About Greenland Exploration Limited

Greenland Exploration Limited is a Texas-based entity focused on developing strategic positions in North American energy assets. Through its partnerships, Greenland aims to deliver long-term shareholder value in a dynamic and evolving energy market. https://www.linkedin.com/company/greenland-energy-company

About March GL Company

March GL Company, a privately-owned Texas Corporation, entered into an agreement with 80 Mile for drilling to commence at the Jameson oil and gas basin in Greenland. March GL will fund 100% of the costs associated with up to two exploration wells, which are designed to delineate the sedimentary structure and energy potential of the Jameson Land Basin. In return, March GL will earn through 80 Mile’s subsidiary company up to 70% interest in the entire basin. March GL Company will be appointed as the Field Operations Manager. More information is available on its website www.MarchGL.com.

About Pelican Acquisition Corporation

Pelican Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Pelican is not limited to any particular industry or geographic region in identifying prospective targets.

Forward-Looking Statements

This press release includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, but are not limited to, statements about Pelican, Greenland Exploration Limited, and March GL Company’s ability to effectuate the Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of Greenland (defined as the Greenland Energy Company, which will be the go-forward public company following the completion of the Business Combination) following the contemplated transactions; changes in the parties’ strategy; future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this document, and current expectations, forecasts and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Pelican’s, Greenland Exploration Limited’s, March GL Company’s, or Greenland’s views as of any subsequent date, and none of Pelican, Greenland Exploration Limited, March GL Company, and Greenland undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Neither Pelican nor Greenland gives any assurance that either Pelican or Greenland will achieve its business expectations. Therefore, you should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, Greenland’s actual result or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the Business Combination by Pelican’s business combination deadline, including after approval of applicable extensions and the potential failure to obtain such extension(s) of the business combination by the deadline if sought by Pelican; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination, (iii) the outcome of any legal, regulatory, or governmental proceedings that may be instituted against Pelican, Greenland Exploration Limited, March GL Company, or Greenland or any investigation or inquiry following announcement of the Business Combination, including in connection with the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain approval of Pelican’s shareholders or other interested persons; (v) Greenland Exploration Limited, March GL Company, and Greenland’s success in retaining or recruiting, or changes required in its officers, key employees or directors, following the Business Combination; (vi) the ability of the parties to obtain the listing of the Greenland’s common stock on a national securities exchange upon the date of closing of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of Greenland Exploration Limited or March GL Company; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) the unexpected costs related to the Business Combination; (x) the amount of redemptions by the Pelican public shareholders being greater than expected; (xi) the management and board composition of Greenland following the Business Combination; (xii) limited liquidity and trading of Greenland’s securities following completion of the Business Combination; (xiii) changes in domestic and foreign business, market, financial, political, and legal conditions, including March GL Company’s expectations of receiving extensions on applicable licenses, (xiv) the possibility that Pelican, Greenland Exploration Limited, or March GL Company may be adversely affected by other economic, business, and/or competitive factors; (xv) operational risks; (xvi) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Pelican, Greenland Exploration Limited, or March GL Company’s resources; (xvii) the risk that the consummation of the Business Combination is substantially delayed or does not occur; and (xviii) other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and in other filings of Pelican with the SEC.

Contact

Robert Labbe
Chief Executive Officer
Email: admin@pelicanacq.com
Tel: (212) 612-1400

FAQ

Will the 1% stock repurchase excise tax apply to PELI shareholder redemptions for the March 2026 business combination?

No — the company does not expect the 1% excise tax to apply to those redemptions. According to the company, Pelican is a Cayman Islands exempted company and therefore not a “covered corporation” under Section 4501, so public shareholder redemptions tied to the vote are not expected to be reduced.

Why does Pelican (PELI) believe the excise tax will not apply to redemptions in the Greenland Exploration deal?

Because Pelican is incorporated in the Cayman Islands and is not a covered corporation. According to the company, current law and guidance indicate nonapplication of Section 4501 to its ordinary-share redemptions in connection with the Business Combination vote.

Could a change in IRS or Treasury guidance affect PELI shareholders' redemption proceeds?

Yes — future guidance could alter the tax treatment and potentially apply retroactively. According to the company, new Treasury or IRS regulations or guidance issued after March 11, 2026 could change the analysis and affect cash redemptions received by public shareholders.

Does Pelican guarantee that public shareholders will receive full cash amounts if they redeem shares in the transaction?

No — the company does not guarantee that outcome but does not expect tax reductions. According to the company, based on current interpretation the excise tax should not reduce cash received, though future guidance could change that expectation.

What should PELI investors monitor after the March 11, 2026 clarification on the excise tax?

Monitor Treasury and IRS rulemaking and any company updates on tax interpretation. According to the company, changes in regulations or guidance could affect the applicability of Section 4501 to redemptions and should prompt investor attention.