Greenland Mines (NASDAQ: GRML) 8-K/A says no Rule 3-05 financials needed

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Greenland Mines Ltd filed an amended current report to update disclosure related to its acquisition of Greenland Mines, Inc. The company explains that, after review, the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X.

Because of this determination, the company states that no separate financial statements or pro forma financial information are required under Item 9.01. Apart from clarifying that these additional financials are unnecessary, all other disclosures from the original March 10, 2026 report remain unchanged.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Rule 3-05 of Regulation S-X, Item 9.01, emerging growth company, Inline XBRL

4 terms

Rule 3-05 of Regulation S-X regulatory

"the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X"

Item 9.01 regulatory

"no financial statements or pro forma financial information are required under Item 9.01"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/19/2026 - 05:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2026

Greenland Mines Ltd

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-41340		86-2727441
(Commission File Number)		(IRS Employer Identification No.)

1300 South Boulevard, Suite D

Charlotte, NC 28203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (833) 931-6330

(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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	GRML	The Nasdaq Stock Market LLC
Warrants	GRMLW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Greenland Mines Ltd (the “Company”) (then known as Klotho Neurosciences, Inc.) with the Securities and Exchange Commission on March 10, 2026 (the “Original Form 8-K”) relating to the acquisition of Greenland Mines, Inc.

The Original Form 8-K stated that to the extent required by Rule 3-05 of Regulation S-X, the financial statements of Greenland Mines, Inc. will be filed by amendment to the Original Form 8-K not later than 71 days after the date on which the Original Form 8-K was required to be filed. As disclosed under Item 9.01 of this Form 8-K/A, the Company has determined that the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X. Accordingly, no financial statements or pro forma financial information are required under Item 9.01 of Form 8-K.

Except as specifically set forth herein, this Form 8-K/A does not amend, modify or update the disclosures contained in the Original Form 8-K.

Item 9.01 – Financial Statements and Exhibits

The Company previously reported in the Current Report on Form 8-K filed on March 10, 2026, that to the extent required by Rule 3-05 of Regulation S-X, the financial statements of Greenland Mines, Inc. will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this report is required to be filed.

Upon review, the Company has determined that the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X. Accordingly, no financial statements or pro forma financial information are required under Item 9.01 of Form 8-K.

Exhibits		Description
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: May 19, 2026	GREENLAND MINES LTD

	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What does Greenland Mines Ltd (GRML) disclose in this 8-K/A amendment?

Greenland Mines Ltd clarifies that assets acquired in the Greenland Mines, Inc. transaction do not qualify as a business under Rule 3-05 of Regulation S-X. As a result, it states that no additional financial statements or pro forma financial information are required under Item 9.01.

Why are no financial statements required in Greenland Mines (GRML) 8-K/A?

The company determined the acquired assets from Greenland Mines, Inc. are not a business for Rule 3-05 of Regulation S-X. Therefore, it indicates Item 9.01 does not require separate historical financial statements or pro forma financial data for this acquisition-related disclosure.

How does this Greenland Mines Ltd (GRML) 8-K/A relate to the March 10, 2026 filing?

The amendment refers back to a report filed March 10, 2026, which anticipated filing acquired company financials within 71 days if required. This 8-K/A instead confirms those financials are unnecessary because the acquired assets are not a Rule 3-05 business.

Does Greenland Mines Ltd (GRML) change any other disclosures in this 8-K/A?

The company states that, except for clarifying that no Rule 3-05 financial statements or pro forma information are required under Item 9.01, all other disclosures from the original report remain the same. No additional changes or new financial data are introduced here.

What regulatory references appear in the Greenland Mines (GRML) 8-K/A?

The amendment cites Rule 3-05 of Regulation S-X and Item 9.01 regarding financial statements and exhibits. It also references the Securities Exchange Act of 1934 framework under which the report is signed and notes the company’s status as an emerging growth company.

Filing Exhibits & Attachments

4 documents