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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
Date of Report (Date of earliest event reported): April 27, 2026
GREENLAND ENERGY COMPANY
(Exact name of registrant as specified in its charter)
TX
| |
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39-4828593 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| 3400 East Bayaud Avenue, Suite 400
Denver, Colorado | | 80209 |
| (Address of principal executive offices) | | (Zip Code) |
(918) 361-7000
(Registrant’s telephone number, including area code)
Commission File No. 333-294995
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 (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
GLND |
|
The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock |
|
GLNDW |
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The Nasdaq Stock Market LLC |
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 1.01. Entry into a
Material Definitive Agreement.
On
April 29, 2026, Greenland Energy Company (the “Company”) consummated a public offering of (i) 16,250,000 shares
of common stock, par value $0.0001 per share (the “Common Stock”), (ii) 1,250,000 pre-funded warrants (the
“Pre-Funded Warrants”) to purchase shares of Common Stock, and (iii) 17,500,000 warrants (the “Common
Warrants”) to purchase shares of Common Stock, resulting in aggregate gross proceeds of approximately $70 million, before
deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the sale of its securities
for general corporate purposes, including working capital and operating expenses.
The
Securities Offered
The
offering consists of (i) 16,250,000 shares of Common Stock, (ii) 17,500,000 Common Warrants, and (iii) 1,250,000 Pre-Funded Warrants.
The combined public offering price for each share of Common Stock, together with one Common Warrant, was $4.00. The combined purchase
price for each Pre-Funded Warrant, together with one accompanying Common Warrant, was $3.9999. The Pre-Funded Warrants are immediately
exercisable at an exercise price of $0.0001 per share and will remain exercisable until exercised in full. Each Common Warrant is immediately
exercisable upon issuance for a period of five years following the date of issuance. The Common Warrants have been approved for listing
on the Nasdaq Global Market under the symbol “GLNDW.” Each Common Warrant entitles the holder to purchase one share of Common
Stock at an exercise price of $5.00 per share.
The
exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will adjust
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.
The
Pre-Funded Warrants may be exercised, in cash or by a cashless exercise at the election of the holder at any time following the date
of issuance and from time to time thereafter until the Pre-Funded Warrants are exercised in full.
A
holder of the Common Warrants and the Pre-Funded Warrants may not exercise any portion of such warrants to the extent that the holder
would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise,
except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the amount
of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99%
of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.
The
Common Stock, Pre-Funded Warrants, Common Warrants, and shares underlying the Pre-Funded Warrants and Common Warrants were offered and
sold by the Company pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-294995), filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”) (the “Registration Statement”).
On
April 29, 2026, the Company also entered into a Warrant Agent Agreement (the “Warrant Agent Agreement”) with
Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental agreed to act
as warrant agent with respect to the Common Warrants. A copy of the Warrant Agent Agreement has been filed as Exhibit 10.1 to this Current
Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
The
foregoing does not purport to be a complete description of each of the Common Warrants and Pre-funded Warrants, and is qualified in its
entirety by reference to the full text of each of such document, which are filed as Exhibits 4.1, and 4.2 respectively, to this Form
8-K and incorporated herein by reference.
The Placement Agency
Agreement
In
connection with the offering, on April 27, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed
to issue and sell directly to investors, on a best efforts basis, the Common Stock and/or the Pre-Funded Warrants. As part of its compensation
for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 3.0% of the aggregate gross proceeds.
The
foregoing does not purport to be a complete description of the Placement Agency Agreement and is qualified in its entirety by reference
to the full text of such document, which is filed as Exhibit 1.1 to this Form 8-K and incorporated herein by reference.
Item
8.01. Other Events
The
Company issued press releases announcing the pricing and closing of the Offering on April 27, 2026, and April 29, 2026, respectively.
Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement, dated as of April 27, 2026, by and between Greenland Energy Company and ThinkEquity LLC as Placement Agent. |
| 4.1 |
|
Form of Common Warrant |
| 4.2 |
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Form of Pre-Funded Warrant |
| 10.1 |
|
Warrant Agent Agreement by and among the Company and Continental Stock Transfer & Trust Company, dated April 29, 2026 |
| 99.1 |
|
Press Release dated April 27, 2026 |
| 99.2 |
|
Press Release dated April 29, 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.
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GREENLAND ENERGY COMPANY |
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|
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/s/
Robert B. Price |
| April 30, 2026 |
Robert B. Price |
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Chief Executive Officer |
Exhibit 99.1
Greenland Energy Announces Pricing of $70 Million Public Offering
HOUSTON, April 27, 2026 – Greenland Energy Company (Nasdaq: GLND) (“Greenland Energy” or the “Company”), an energy exploration company focused on responsibly developing Greenland’s hydrocarbon resources, with an emphasis on the Jameson Land Basin, today announced the pricing of a public offering of 17,500,000 shares (or pre-funded warrant (“Pre-Funded Warrant”) in lieu thereof) at a price of $4.00 per share. Each common share (or Pre-Funded Warrant) is being sold in combination with an accompanying common stock warrant (the “Warrants”). Each Warrant is immediately exercisable, will entitle the holder to purchase one common share at an exercise price of $5.00 per share and will expire five years from the date of issuance. Gross proceeds from the offering are expected to be $70 million, before deducting placement agent fees and offering expenses. The common shares (or Pre-Funded Warrants) and Warrants can only be purchased together in the offering but will be issued separately. The Warrants have been approved for listing on the Nasdaq Global Market and are expected to commence trading under the symbol “GLNDW” on April 28, 2026.
The offering is expected to close on April 29, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and operating expenses.
ThinkEquity is acting as the sole placement agent for the offering.
A registration statement on Form S-1 (File No. 333- 294995) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on April 27, 2026. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://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 an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Greenland Energy Company
Greenland Energy Company (NASDAQ: GLND) is an energy exploration company focused on responsibly developing Greenland’s hydrocarbon resources, with an emphasis on the Jameson Land Basin. It aims to advance oil and gas exploration and create a publicly traded platform for Arctic energy development.
More information regarding Greenland Energy Company is available on its website: www.greenlandenergyco.com
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contact: contact@greenlandenergyco.com
Exhibit 99.2
Greenland Energy Company Announces Closing of $70 Million Public Offering
HOUSTON — April 29, 2026 — Greenland Energy Company (NASDAQ: GLND) (“Greenland Energy” or the “Company”), an energy company focused on Greenland’s Jameson Land Basin, today announced the closing of its previously announced public offering of 16,250,000 shares of common stock, 1,250,000 pre-funded warrants to purchase shares of common stock, and 17,500,000 common warrants to purchase shares of common stock, for gross proceeds of approximately $70 million, before deducting placement agent fees and offering expenses.
Each share of common stock was sold together with one common warrant at a combined public offering price of $4.00. Each pre-funded warrant was sold together with one common warrant at a combined public offering price of $3.9999. Each common warrant has an exercise price of $5.00 per share, is exercisable immediately, and will expire on the fifth anniversary of the date of issuance. The common warrants have been approved for listing and commenced trading on Nasdaq under the symbol “GLNDW.” The shares of common stock (or pre-funded warrants) and common warrants were purchased together in the offering but issued separately.
“This financing fully funds the execution
of our exploration,” said Robert B. Price, Chief Executive Officer of Greenland Energy Company. “We are now positioned to
deploy capital into OPW1 & OPW2 procurement, secure mill capacity for long-lead materials, and mobilize the equipment, crews and logistics
needed to advance our Jameson Land program towards our planned October 2026 drilling operations.”
Proceeds from the offering position Greenland Energy Company as fully funded for its exploration plan, enabling the Company to execute across its Jameson Land program. Capital is expected to be deployed without delay toward critical path items, including casing and tubing for the OPW1 & OPW2 exploration well, securing mill capacity for long-lead materials, and advancing field readiness in Greenland — spanning mobile cranes, workforce mobilization, winter-preparation equipment, pipes, and tug-and-barge logistics. These activities will support the Company’s planned commencement of drilling operations in October 2026.
ThinkEquity acted as placement agent for the offering.
A registration statement on Form S-1 (File No. 333-294995) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) on April 10, 2026, and was declared effective on April 27, 2026. This offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, 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.
The Jameson Land Basin in East Greenland has been the focus of extensive exploration and research for decades. ARCO, shortly after its discovery of the giant Prudhoe Bay oil field in Alaska, invested the equivalent of more than $275 million in today’s dollars to evaluate the Jameson Land Basin. Their work included detailed field mapping and sampling programs, as well as the acquisition of approximately 1,800 km of 2D seismic data. ARCO also constructed the Constable Point Airfield, which remains a key piece of infrastructure in the region.
These early efforts indicated that the Jameson Land Basin has significant potential as a hydrocarbon basin. Internal ARCO reports and subsequent independent studies pointed to substantial oil potential, with recoverable resources estimated in the multi-billion-barrel range. Despite this, Jameson remained undrilled due to corporate and macroeconomic conditions of the time, leaving its prospectivity intact.
Greenland Energy’s Jameson Land program targets one of the last remaining undrilled North Atlantic Margin basins, covering approximately 2 million gross undeveloped acres in East Greenland. Independent resource estimates prepared by Sproule ERCE indicate that the licensed area contains up to 13 billion barrels of recoverable oil. OPW1 is expected to be the Company’s first planned exploration well in the basin and is designed to test a high-graded prospect associated with up to 2.9 billion barrels of prospective resource potential.
Greenland
Energy has now built on this foundation, reprocessing the legacy seismic data with modern technology. This work has identified over 50
distinct oil and gas targets, many with clear structural and stratigraphic trapping potential. Leveraging both the existing infrastructure
and the historic investment by ARCO, Greenland Energy is positioned to accelerate drilling of the basin’s first well and unlock
its long-recognized potential.
About Greenland Energy Company
Greenland Energy Company is an exploration-stage oil and gas company focused on responsibly exploring and seeking to develop Greenland’s hydrocarbon resources, with an emphasis on the Jameson Land Basin in East Greenland. The Company’s primary mission is to unlock the frontier hydrocarbon potential of the Jameson Land Basin, an approximately 2-million-acre onshore licensed area, through the application of modern exploration technologies. The Company is preparing to execute the first modern onshore drilling campaign in the region, currently planned for 2026.
For more information, please visit www.GreenlandEnergyCo.com
Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained herein other than statements of present or historical fact, including, without limitation, statements regarding Greenland Energy Company’s (the “Company”) future financial performance, business strategy, operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives of management, and expected benefits of the Company’s recent business combination, are forward-looking statements. Forward-looking statements are generally identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “potential,” “predict,” or the negative of these terms or similar expressions, although not all forward-looking statements contain such identifying words.
These
forward-looking statements are based on management’s current expectations, assumptions and beliefs regarding future events and
are based on information currently available to the Company. These statements involve a number of risks and uncertainties, many of which
are difficult to predict and are beyond the Company’s control, and actual results may differ materially from those expressed or
implied by these forward-looking statements. Factors that could cause actual results to differ materially include, among others: (i)
Exploration and Geological Risks, including the Company’s status as a development-stage company with no operating history, revenues,
or proved reserves; the inherent uncertainty in prospective resource estimates, including that the 13 billion barrel estimate is based
on undiscovered accumulations with no certainty of discovery or commercial viability; geological complexity arising from limited seismic
data coverage, pervasive igneous intrusions, faulting patterns, and significant Tertiary uplift creating thermal maturity uncertainty;
the fact that the basin has never produced a commercial discovery despite decades of study dating back to the 1970s, and a 2008 USGS
report stating less than a 10% chance of containing a technically recoverable hydrocarbon accumulation; and high-cost frontier exploration
with estimated well costs of $40 million for the first well and $20 million for subsequent wells; (ii) Operational and Environmental
Risks, including the challenges of operating in a remote Arctic location with extreme climate, harsh weather, limited daylight, no existing
infrastructure, and seasonal access windows for equipment and personnel; drilling hazards such as blowouts, equipment failures, well
control events, environmental releases, and accidents inherent in oil and gas operations; reliance on third-party contractors; and climate
change scrutiny, as operations in Greenland face increasing opposition from environmental groups and institutional investors due to Arctic
drilling concerns; (iii) Regulatory and Political Risks, including the 2021 Greenland drilling moratorium, and while licenses are grandfathered,
future regulatory changes could jeopardize operations; geopolitical tensions, including U.S. interest in acquiring Greenland and Greenland’s
internal independence movements that could affect operations; permit requirements, as drilling requires Environmental Impact Assessment
approval and Field Activities Application approval from Greenlandic authorities; and forfeiture risk, as failure to meet drilling milestones
could result in loss of the Company’s right to earn working interests; (iv) Financial and Capital Risks, including significant
capital requirements and the need for substantial funding beyond current resources to complete the drilling program; commodity price
volatility, as oil, gas, and NGL prices are highly volatile and will heavily influence project viability; a long development timeline
during which market conditions may change significantly before potential production, unlike short-cycle shale projects; going concern
uncertainty and substantial doubt about the Company’s ability to continue as a going concern without additional financing; and
energy transition risk, as global demand for oil may decline due to electric vehicle adoption, renewable energy policies, and changing
consumer preferences; and other risks and uncertainties as set forth in the Company’s Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act on April 29, 2026, in the section titled “Risk
Factors”.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
